<DOCUMENT>
<TYPE>EX-99.I
<SEQUENCE>3
<FILENAME>y93621exv99wi.txt
<DESCRIPTION>AMENDED AND RESTATED BY-LAWS
<TEXT>
<PAGE>

                                                                       EXHIBIT I

                              AMENDED AND RESTATED

                                     BY-LAWS

                                       of

                              THE TAIWAN FUND, INC.
                        (as restated on January 26, 2004)

                                   ARTICLE I

                                    Offices
                                    -------
                  Section 1.1. Registered Office. The registered office of the
                               -----------------
Corporation shall be at 1209 Orange Street, City of Wilmington, County of New
Castle, State of Delaware.

                  Section 1.2. Principal Office. The principal office of the
                               ----------------
Corporation shall be at 225 Franklin Street, Boston, Massachusetts.

                  Section 1.3. Other Offices. The Corporation may have such
                               -------------
other offices in such places as the Board of Directors (the "Board") may from
time to time determine.

                                   ARTICLE II

                             Stockholders' Meetings
                             ----------------------
                  Section 2.1. Place of Meetings. An annual meeting of
                               -----------------
stockholders for the election of directors and such other business as may
properly come before the meeting shall be held at such place, city and state and
country as the Board of Directors may determine; and notice of the place so
fixed shall be given to stockholders at least ten days before but not more than
sixty days before said meeting. All other meetings of the stockholders of the
Corporation shall be held at such place or places within or without the State of
Delaware as may be fixed from time to time by the Board of Directors and
specified in the respective notices of such meetings.

<PAGE>

                  Section 2.2. Annual Meeting. The annual meeting of
                               --------------
stockholders shall be held during the month of February, or such other month as
the Board of Directors may select, in each year, on such date and at such hour
as may from time to time be designated by the Board of Directors and stated in
the notice of such meeting.

                  Section 2.3. Special Meetings. Special Meetings of the
                               ----------------
stockholders of the Corporation, unless otherwise provided by law or by the
Certificate of Incorporation, may be held for any purpose or purposes upon call
of the President or a majority of the Board of Directors of the Corporation or
on the written request of the holders of at least 25% of the outstanding common
stock of the Corporation entitled to vote at such meeting. No special meeting
need be called upon the request of the holders of shares entitled to cast less
than a majority of all votes entitled to be cast at such meeting to consider any
matter which is substantially the same as a matter voted upon at any special
meeting of stockholders held during the preceding twelve months.

                  Section 2.4. Notice. Notice of the time and place of the
                               ------
annual meeting of stockholders shall be given by personally delivering or
mailing written notice of the same at least ten but not more than sixty days
before such meeting, and written notice of the time and place of special
meetings and of the purpose or purposes for which called shall be given at least
ten but not more than sixty days before each such meeting, but meetings may be
held without notice if all stockholders are present thereat, or if notice is
waived by those not present. The Board of Directors may fix in advance a date,
not less than ten nor more than sixty days preceding the date of any such
meeting of stockholders as the record date for the determination of the
stockholders entitled to notice of and to vote at any such meeting. If mailed,
notice shall be deemed to be given when deposited in the United States mail
addressed to the stockholders.

                  Section 2.5. Quorum. The holders of a majority of the stock
                               ------
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall be requisite to, and shall

<PAGE>

constitute, a quorum at all meetings of the stockholders for the transaction of
business, except as otherwise provided by the Certificate of Incorporation or by
these By-laws. If, however, a quorum shall not be present or represented at any
meeting of the stockholders, the stockholders entitled to vote thereat, present
in person or represented by proxy, shall have the power to adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present or represented. At any such adjourned meeting at which
a quorum shall be present or represented any business may be transacted which
might have been transacted at the meeting as originally noticed.

                  Section 2.6. Voting. At any meeting of the stockholders every
                               ------
stockholder having the right to vote shall be entitled to vote in person or by
proxy appointed by an instrument in writing subscribed by such stockholder. Each
stockholder shall have one vote for each share of stock having voting power
registered in his name on the books of the Corporation.

                  Section 2.7. Matters To Be Acted On at Stockholders Meetings.
                               ------------------------------------------------

                  (a)      Annual Meetings of Stockholders.
                           --------------------------------
                           (1)      Nominations of persons for election to the
Board of Directors and the proposal of business to be considered by the
stockholders may be made at an annual meeting of stockholders only if made (i)
pursuant to the Corporation's notice of meeting, (ii) by or at the direction of
the Board of Directors or (iii) by any stockholder of the Corporation who was a
stockholder of record at the time of giving of notice provided for in this
Section 2.7(a), who is entitled to vote at the meeting and who complied with the
notice procedures set forth in this Section 2.7(a).

                           (2)      For nominations or other business to be
properly brought before an annual meeting by a stockholder pursuant to clause
(iii) of paragraph (a)(1) of this Section 2.7, the stockholder must have given
timely notice thereof in writing to the secretary of the Corporation. To be
timely, a stockholder's notice shall be delivered to the secretary at the
principal executive offices of the

<PAGE>

Corporation not less than 60 days nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting; provided, however, that in
the event that the date of the annual meeting is advanced by more than 30 days
or delayed by more than 60 days from such anniversary date, notice by the
stockholder to be timely must be so delivered not earlier than the 90th day
prior to such annual meeting and not later than the close of business on the
later of the 60th day prior to such annual meeting or the tenth day following
the day on which public announcement of the date of such meeting is first made.
Such stockholder's notice shall set forth (i) as to each person whom the
stockholder proposes to nominate for election or reelection as a director, all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (the "Exchange Act") (including such person's written consent to
being named in the proxy statement as a nominee and to serving as a director if
elected); (ii) as to any other business that the stockholder proposes to bring
before the meeting, a brief description of the business desired to be brought
before the meeting, the reasons for conducting such business at the meeting and
any material interest in such business of such stockholder and of the beneficial
owners, if any, on whose behalf the proposal is made; and (iii) as to the
stockholder giving the notice and the beneficial owners, if any, on whose behalf
the nomination or proposal is made, (x) the name and address of such
stockholder, as they appear on the Corporation's books, and of such beneficial
owners, if any, and (y) the class and number of shares of stock of the
Corporation which are owned beneficially and of record by such stockholder and
such beneficial owners, if any.

                           (3)      Notwithstanding anything in the second
sentence of paragraph (a)(2) of this Section 2.7 to the contrary, in the event
that the number of directors to be elected to the Board of Directors is
increased and there is no public announcement naming all of the nominees for
director or specifying the size of the increased Board of Directors made by the
Corporation at least 70 days prior to the first anniversary of the preceding
year's annual meeting, a stockholder's notice required by paragraph (a)(2) of
this Section 2.7 shall also be considered timely, but only with respect to
nominees for any new

<PAGE>

positions created by such increase, if it shall be delivered to the secretary at
the principal executive offices 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.

                  (b)      Special Meetings of Stockholders.
                           --------------------------------

                           (1)      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.

                           (2)      Nominations of persons for election to the
Board of Directors may be made at a special meeting of stockholders at which
directors are to be elected (i) pursuant to the Corporation's notice of meeting,
(ii) by or at the direction of the Board of Directors or (iii) provided that the
Board of Directors has determined that directors shall be elected at such
special meeting, by any stockholder of the Corporation who (x) has given timely
notice thereof meeting the requirements of Section 2.7(b)(3), (y) is a
stockholder of record at the time of giving of such notice, and (z) is entitled
to vote at the meeting.

                           (3)      To be timely, a stockholder's notice
referred to in Section 2.7(b)(2) must have been delivered to the secretary of
the Corporation at the principal executive offices of the Corporation not
earlier than the 90th day prior to such special meeting and not later than the
close of business on the later of the 60th day prior to such special meeting or
the tenth day following the day on which public announcement is made of the date
of the special meeting and of the nominees proposed by the Board of Directors to
be elected at such meeting. Such stockholder's notice shall set forth (i) as to
each person whom the stockholder proposes to nominate for election or reelection
as a director, all information relating to such person that is required to be
disclosed in solicitations of proxies for election

<PAGE>

of directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Exchange Act (including such person's written consent to being named
in the proxy statement as a nominee and to serving as a director if elected);
and (ii) as to the stockholder giving the notice and the beneficial owners, if
any, on whose behalf the nomination or proposal is made, (x) the name and
address of such stockholder, as they appear on the Corporation's books, and of
such beneficial owners, if any, and (y) the class and number of shares of stock
of the Corporation which are owned beneficially and of record by such
stockholder and such beneficial owners, if any.

                  (c)      Declaration Regarding Improper Business. The chairman
of an annual or special meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the meeting
in accordance with the provisions of this Section 2.7, and if he should so
determine, he shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted.

                                   ARTICLE III

                                    Directors
                                    ---------

                  Section 3.1. Number of Directors. The Board of Directors shall
                               -------------------
be not less than 3 nor more than 15 in number as may be fixed from time to time
by the affirmative vote at a meeting of the holders of a majority of the stock
outstanding or by resolution of the Board of Directors adopted by a majority of
the directors then in office, except that no decrease in the number of directors
shall shorten the term of any incumbent director unless such director is
specifically removed pursuant to Section 3.5 of these By-laws at the time of
such decrease. Directors need not be stockholders.

                  Section 3.2. Election and Term of Directors. Directors shall
                               ------------------------------
be elected annually, by election at the annual meeting of stockholders or a
special meeting held for that purpose. The term of office of each director shall
be from the time of his election and qualification until the annual election of

<PAGE>

directors next succeeding his election or until his successor shall have been
elected and shall have qualified. If the annual election of directors is not
held on the date designated therefor, the directors shall cause such election to
be held as soon thereafter as convenient.

                  Section 3.3. Newly Created Directorships and Vacancies. Newly
                               -----------------------------------------
created directorships resulting from an increase in the number of directors
shall be filled by vote of the stockholders or by a vote of a majority of the
directors then in office. Vacancies occurring in the Board for any reason may be
filled by election at a meeting of stockholders or by vote of a majority of the
directors then in office if immediately after filling any such vacancy at least
two-thirds of the directors then holding office shall have been elected to such
office by the holders of the outstanding voting securities of the Corporation at
an annual or special meeting. In the event that at any time less than a majority
of the directors of the Corporation holding office at that time were elected by
the stockholders, a meeting of the stockholders shall forthwith be held as
promptly as possible and in any event within 60 days from such time for the
purpose of electing directors to fill any existing vacancies in the Board unless
the Securities and Exchange Commission shall by order extend such period. A
director chosen to fill a vacancy shall hold office until his death, resignation
or removal or until his successor shall have been elected and shall have
qualified.

                  Section 3.4. Resignation. Any director may resign from his
                               -----------
office at any time either by oral or written tender of resignation at any
meeting of the Board or by written tender to the Chairman of the Board, if any,
or the President or by giving written notice to the Secretary of the
Corporation. Any such resignation shall take effect at the time specified
therein or, if the time be not specified, upon receipt thereof, and the
acceptance of such resignation, unless required by the terms thereof, shall not
be necessary to make such resignation effective.

<PAGE>

                  Section 3.5. Removal. Any or all of the directors may be
                               -------
removed at any time, with or without cause, by the affirmative vote at a meeting
of the holders of a majority of the stock outstanding.

                  Section 3.6. Meetings. Meetings of the Board, regular or
                               --------
special, may be held at any place within or without the State of Delaware, or by
conference telephone as provided in Section 3.7 of these By Laws. The Board may
fix times and places for regular meetings of the Board. Special meetings of the
Board shall be held whenever called by the Chairman of the Board, if any, or by
the President or by at least one-third of the directors for the time being in
office, at such time and place as shall be specified in the notice or waiver
thereof. Notice and a preliminary agenda shall be given to each director at
least two days prior to the date for such regular meeting. Notice of a special
meeting of the Board and a preliminary agenda for such special meeting shall be
given by the Secretary, or by a person calling the meeting, to each director at
24 hours prior to the date for such special meeting.

                  Section 3.7. Telephone Meetings. Members of the Board of
                               ------------------
Directors or a committee of the board of Directors may participate in a meeting
by means of a conference telephone or similar communications equipment if all
persons participating in the meeting can hear each other at the same time.
subject to the provisions of the Investment Company Act of 1940, as amended,
participation in a meeting by these means constitutes presence in person at the
meeting.

                  Section 3.8. Quorum and Voting. One-third of the members of
                               -----------------
the Board, but not less than 2, shall constitute a quorum for the transaction of
business, but, if there be less than a quorum at any meeting of the Board, a
majority of the directors present may adjourn the meeting from time to time, and
no further notice thereof need be given other than announcement at the meeting
which shall be so adjourned. Except as otherwise provided by law or by these
By-laws, any act of a majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors.

<PAGE>

                  Section 3.9. Written Consent of Directors in Lieu of 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 all members of the Board or of such committee, as the case may be, consent
thereto in writing and the writing or writings are filed with the minutes of
proceedings of the Board or committee.

                  Section 3.10. Compensation. Directors may receive compensation
                                ------------
for services to the Corporation in their capacities as directors or otherwise in
such manner and in such amounts as may be fixed from time to time by the Board
of Directors.

                  Section 3.11. Contracts and Transactions Involving Directors.
                                ----------------------------------------------
No contract or transaction between the Corporation and one or more of its
directors or officers, or between the Corporation and any other corporation,
partnership, association, or other organization in which one or more of its
directors or officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because the director
or officer is present at or participates in the meeting of the Board or
committee thereof which authorizes the contract or transaction, or solely
because his or their votes are counted for such purpose, if: (1) the material
facts as to his relationship or interest and as to the contract or transaction
are disclosed or are known to the Board of Directors or the committee, and the
Board or committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (2) the material facts as to
his relationship or interest and as to the contract or transaction are disclosed
or are known to the shareholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the shareholders;
or (3) the contract or transaction is fair as to the Corporation as of the time
it is authorized, approved or ratified, by the Board of Directors, a committee
thereof, or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction.

<PAGE>

                  Section 3.12. Qualifications. Directors need not be
                                --------------
stockholders. Each Director shall hold office until the earlier of: (a) the
expiration of his term and his or her successor shall have been elected and
qualifies, (b) his or her death, (c) his or her resignation or (d) his or her
removal. To be eligible for nomination as a director a person must, at the time
of such person's nomination, have Relevant Experience and Regional Knowledge (as
defined below) and must not have any Conflict of Interest (as defined below).
Whether a proposed nominee satisfies the foregoing qualifications shall be
determined by the Board of Directors in its sole discretion. "Relevant
Experience and Regional Knowledge" means experience in business, investment,
economic or political matters of Taiwan or Asia through service (1) for 10 of
the past 20 years as an executive officer, director or partner of a financial,
industrial or investment management business headquartered in Asia or involving
supervision of Asian business operations or investments, that has annual
revenues or assets under management, of at least the equivalent of U.S. $500
million; (2) for 5 of the past 10 years as a director (or the equivalent) of one
or more investment businesses or vehicles (including this Corporation) a
principal focus of which is investment in Taiwan; (3) as a current director or
senior officer of an investment manager or adviser of the Corporation, or of any
entity controlling or under common control with an investment manager or adviser
of the Corporation; (4) for 5 of the past 10 years as a senior official
(including ambassador or minister) in the national government, a government
agency or the central bank of Taiwan or the United States, in a major
supranational agency or organization of which Taiwan or the United States is a
member, in a leading international trade organization relating to Asia or the
United States, or in the Asian Development Bank, in each case in the area of
finance, economics, trade or foreign relations and where the individual was
substantially involved with matters relating to Asia; or (5) for 5 of the past
10 years as a professor of finance, economics, trade or foreign relations at, or
member of a board of trustees or directors of, a university in Taiwan or the
United States and where the individual was substantially involved with matters
relating to Asia. In addition, a proposed nominee shall be deemed to have
Relevant Experience and Regional Knowledge if he or she qualifies as an Audit
Committee Financial Expert as defined in Item 3 of Securities and Exchange
Commission Form N-CSR, and if there is not at that time

<PAGE>

another member of the Board of Directors, who is also a member of the Audit
Committee, who qualifies as an Audit Committee Financial Expert. "Conflict of
Interest" means the presence of a conflict with the interests of the Corporation
or its operations through any of the following: (1) current position as a
director, officer, partner (other than a limited partner) or employee of another
investment vehicle a significant (i.e., 25% or more of total assets) focus of
which is securities of Taiwanese companies or securities principally traded in
Taiwan markets and that does not have the same investment adviser as the
Corporation or an investment adviser affiliated with an investment adviser of
the Corporation; (2) current position as a director, officer, partner (other
than a limited partner) or employee of the sponsor or equivalent of an
investment vehicle described in the previous point; or (3) current position as
an official of a governmental agency or self-regulatory body having
responsibility for regulating the Corporation or the markets in which it
proposes to invest.

                                   ARTICLE IV

                                   Committees
                                   ----------

                  Section 4.1. Executive Committee. There may be an Executive
                               -------------------
Committee consisting of such number of members, not less than three, as may be
fixed from time to time by the Board of Directors, who shall be elected by the
Board of Directors from among its members by resolution passed by a majority of
the whole Board. At least a majority of the members of the Executive Committee
shall be persons who are not "interested persons", as defined in the Investment
Company Act of 1940, as amended, of the Corporation or any investment adviser
to, or underwriter of securities of, the Corporation. During the intervals
between meetings of the Board of Directors, the Executive Committee shall have
and may exercise all the powers of the Board of Directors in the management of
the business and affairs of the Corporation, except as may be limited by law.
The Executive Committee may adopt rules governing the method of calling and time
and place of holding its meetings. A majority of the Executive Committee shall
constitute a quorum for the transaction of business and the act of a majority of
the members of the Executive Committee present at a meeting at which a quorum is
present shall be the

<PAGE>

act of the Executive Committee. The Executive Committee shall keep a record of
its acts and proceedings and shall report thereon to the Board of Directors. Any
or all members of the Executive Committee may be removed, with or without cause,
by resolution of the Board of Directors, adopted by a majority of the whole
Board.

                  Section 4.2. Other Committees of the Board. The Board of
                               -----------------------------
Directors may from time to time, by resolution adopted by a majority of the
whole Board, constitute and appoint one or more other committees of the Board,
each such committee to consist of such number of directors and to have such
powers and duties as the Board of Directors, by a resolution may prescribe.

                  Section 4.3. Advisory Committees. The Board of Directors may
                               -------------------
from time to time, by resolution adopted by a majority of the whole Board,
constitute and appoint one or more advisory committees, consisting of such
persons as the Board may designate whether or not officers or directors of the
Corporation.

                                   ARTICLE V

                                    Officers
                                    --------

                  Section 5.1. Executive Officers. The executive officers of the
                               ------------------
Corporation shall be chosen by the Board of Directors as soon as may be
practicable after the annual meeting of the stockholders. These may include a
Chairman (who may be a Director) and shall include a President (who may be a
Director), one or more Vice-Presidents (the number thereof to be determined by
the Board of Directors), a Secretary and a Treasurer. The Board of Directors or
the Executive Committee may also in its discretion appoint Assistant
Secretaries, Assistant Treasurers and other officers, agents and employees, who
shall have such authority and perform such duties as the Board or the Executive
Committee may determine. The Board of Directors may fill any vacancy which may
occur in any office. Any two offices, except those of President and
Vice-President, may be held by the same person, but no officer shall

<PAGE>

execute, acknowledge or verify any instrument in more than one capacity, if such
instrument is required by law or these By-Laws to be executed, acknowledged or
verified by two or more officers.

                  Section 5.2. Term of Office. The term of office of all
                               --------------
officers shall be one year and until their respective successors are chosen and
qualified. Any officer may be removed from office at any time with or without
cause by the vote of a majority of the whole Board of Directors. 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. Unless
otherwise specified therein, such resignation shall take effect upon delivery.

                  Section 5.3. Powers and Duties. The officers of the
                               -----------------
Corporation shall have such powers and duties as generally pertain to their
respective offices, as well as such powers and duties as may from time to time
be conferred by the Board of Directors or the Executive Committee.

                  Section 5.4. 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 Investment Company Act of 1940, as amended,
and the rules and regulations of the Securities and Exchange Commission) 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, fund or securities that may
come into his hands.

                  Section 5.5. Chairman of the Board. The Chairman of the Board,
                               ---------------------
if any, shall preside at all meetings of stockholders and of the Board of
Directors, and shall have such other powers and duties as may be delegated to
him by the Board of Directors.

                  Section 5.6. President. The President shall be the chief
                               ---------
executive officer of the Corporation. In the absence of the Chairman of the
Board, he shall preside at all meetings of the

<PAGE>

stockholders. He shall have general charge of the business and affairs of the
Corporation. He may employ and discharge employees and agents of the
Corporation, except such as shall be appointed by the Board, and he may delegate
these powers.

                  Section 5.7. Vice Presidents. Each Vice President shall have
                               ---------------
such powers and perform such duties as the Board of Directors or the President
may from time to time prescribe. In the absence or inability to act of the
President, the Board of Directors shall designate the Vice President who shall
perform all the duties and may exercise any of the powers of the President.

                  Section 5.8. Treasurer. The Treasurer shall have the care and
                               ---------
custody of all funds and securities of the Corporation which may come into his
hands, shall endorse the same for deposit or collection when necessary and
deposit the same to the credit of the Corporation in such banks or depositaries
as the Board of Directors may authorize. He may endorse all commercial documents
requiring endorsements for or on behalf of the Corporation and may sign all
receipts and vouchers for payments made to the Corporation. He shall have all
such further powers and duties as generally are incident to the position of
Treasurer or as may be assigned to him by the President or the Board of
Directors.

                  Section 5.9. Secretary. The Secretary shall record all
                               ---------
proceedings of meetings of the stockholders and directors in a book kept for
that purpose and shall file in such book all written consents of the
stockholders or directors to any action taken without a meeting. He shall attend
to the giving and serving of all notices of the Corporation. He shall have
custody of the seal of the Corporation and shall attest the same by his
signature whenever required. He shall have charge of the stock ledger and such
other books and papers as the Board of Directors may direct, but he may delegate
responsibility for maintaining the stock ledger to any transfer agent appointed
by the Board. He shall have all such further powers and duties as generally are
incident to the position of Secretary or as may be assigned to him by the
President or the Board of Directors.

<PAGE>

                  Section 5.10. Delegation of Duties. In case of the absence of
                                --------------------
any officer of the Corporation, or for any other reason that the Board may deem
sufficient, the Board may confer for the time being the powers or duties, or any
of them, of such officer upon any other officer or upon any director.

                                   ARTICLE VI

                                 Indemnification
                                 ---------------

                  Section 6.1. Indemnification of Directors, Officers, Employees
                               -------------------------------------------------
and Agents. Each officer, director, employee or agent of the Corporation shall
----------
be indemnified by the Corporation to the full extent permitted by Section 145 of
the Delaware Corporation Law and all other applicable laws of the State of
Delaware, subject to the requirements of the Investment Company Act of 1940, as
amended, and the rules and regulations thereunder.

                  Section 6.2. No provision of these By-laws shall protect or
indemnify any director or officer of the Corporation against any liability to
the Corporation or its security holders to which he would otherwise be subject
by reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office ("disabling
conduct"). Moreover, no officer or director of the Corporation shall receive any
indemnification from the Corporation against any liability to the Corporation or
its security holders to which such officer would otherwise be subject unless
there has been (1) a final decision on the merits by a court or other body
before whom the preceding alleging liability was brought that the officer or
director to be indemnified (the "indemnitee") was not liable by reason of
disabling conduct, or (2) a reasonable determination, based upon a review of the
facts, that the indemnitee was not liable by reason of disabling conduct, by (i)
the vote of a majority of a quorum of the corporation's directors who are
neither "interested directors" as defined in the Investment Company Act of 1940,
as amended, nor parties to the preceding ("disinterested non-party directors"),
or (ii) an independent legal counsel in a written opinion. In addition, no
indemnitee shall receive from the Corporation an

<PAGE>

advance of attorneys' fees or other expenses incurred by him in defending a
proceeding alleging such liability except upon the undertaking of such
indemnitee to repay the advance unless it is ultimately determined that he is
entitled to indemnification but only if at least one of the following is also
required as a condition to the advance: (1) the indemnitee shall provide a
security for his undertaking, (2) the Corporation shall be insured against
losses arising by reason of any lawful advances, or (3) a majority of a quorum
of the disinterested, non-party directors of the Corporation, or an independent
legal counsel in a written opinion, shall determine, based on a review of
readily available facts (as opposed to a full trial-type inquiry), that there is
reason to believe that the indemnitee ultimately will be found entitled to
indemnification.

                                   ARTICLE VII

                                  Common Stock
                                  ------------

                  Section 7.1. Certificates. Certificates for stock of the
                               ------------
Corporation shall be in such form as shall be approved by the Board of Directors
and shall be signed in the name of the Corporation by the Chairman of the Board,
if any, or the President or a Vice President and by the Secretary or any
Assistant Secretary or the Treasurer or an Assistant Treasurer. Such
certificates may be sealed with the seal of the Corporation or a facsimile
thereof, and shall contain such information as is required by law to be stated
thereon. If any stock certificate was countersigned by a transfer agent or
registrar other than the Corporation or its employee, any other signature on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.

                  Section 7.2. Transfers of Stock. Transfers of stock with
                               ------------------
respect to which certificates have been issued shall be made only upon the books
of the Corporation by the holder, in person or by

<PAGE>

duly authorized attorney, and on the surrender of the certificate or
certificates for such stock properly endorsed. Transfers of stock with respect
to which certificates have not been issued shall be made only upon the books of
the Corporation on the written request by the holder. The Board of Directors
shall have the power to make all such rules and regulations, not inconsistent
with the Certificate of Incorporation and these By-laws, as the Board may deem
appropriate concerning the issue, transfer and registration of stock of the
Corporation, whether represented by certificates or held in an account
maintained by the Corporation. The Board may appoint one or more transfer agents
or registrars of transfers, or both, and may require all stock certificates to
bear the signature of either or both.

                  Section 7.3. Lost, Stolen or Destroyed Certificates. The
                               --------------------------------------
Corporation may issue a new stock certificate in the place of any certificate
theretofore issued by it, alleged to have been lost, stolen or destroyed, and
the Corporation may require the owner of the lost, stolen or destroyed
certificate or his legal representative to give the Corporation a bond
sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction or any such certificate or the
issuance of any such new certificate. The Board may require such owner to
satisfy other reasonable requirements.

                                  ARTICLE VIII

                                      Seal
                                      ----

                  Section 8.1. Seal. The seal of the Corporation shall be
                               ----
circular in form and shall bear, in addition to any other emblem or device
approved by the Board of Directors, the name of the Corporation, the year of its
incorporation and the words "Corporate Seal" and "Delaware". Said seal may be
used by causing it or a facsimile thereof to be impressed or affixed or in any
other manner reproduced.

<PAGE>

                                   ARTICLE IX

                                   Fiscal Year
                                   -----------

                  Section 9.1. Fiscal Year. Until otherwise determined by the
                               -----------
Board, the fiscal year of the Corporation shall end on the 31st day of August in
each year.

                                   ARTICLE X

                                Waiver of Notice
                                ----------------

                  Section 10.1. Waiver of Notice. Whenever notice is required to
                                ----------------
be given by statute, or under any provision of the Certificate of Incorporation
or these By-laws, a written waiver thereof, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. In the case of a stockholder, such waiver of notice may be
signed by such stockholder's attorney or a proxy duly appointed in writing.
Attendance of a stockholder at a meeting of stockholders, or attendance of a
director at a meeting of the Board of Directors or any committee thereof, shall
constitute a waiver of notice of such meeting, except when such stockholder or
director, as the case may be, attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
stockholders or of the directors need be specified in any written waiver of
notice.

                                   ARTICLE XI

                           Depositaries and Custodians
                           ---------------------------

                  Section 11.1. The funds of the Corporation shall be deposited
with such banks or other depositaries as the Board of Directors of the
Corporation may from time to time determine.

<PAGE>

                  Section 11.2. All securities and other investments shall be
deposited in the safekeeping of such banks or other companies as the Board of
Directors of the Corporation may from time to time determine.

                  Section 11.3. Every arrangement entered into with any bank or
other company for the safekeeping of the securities and investments of the
Corporation shall contain provisions complying with the Investment Company Act
of 1940, as amended, and the general rules and regulations thereunder.

                                  ARTICLE XII

                            Execution of Instruments
                            ------------------------

                  Section 12.1. Checks, Notes, Drafts, Etc. Checks, notes,
                                --------------------------
drafts, acceptances, bills of exchange and other orders or obligations for the
payment of money shall be signed by such officer or officers or person or
persons as the Board of Directors by resolution shall from time to time
designate.

                  Section 12.2. Sale or Transfer of Securities. Stock
                                ------------------------------
certificates, bonds or other securities at any time owned by the Corporation may
be held on behalf of the Corporation or sold, pledged, hypothecated, transferred
or otherwise disposed of pursuant to authorization by the Board and, when so
authorized to be held on behalf of the Corporation or sold, pledged,
hypothecated, transferred or otherwise disposed of, may be transferred from the
name of the Corporation in such manner as the Board of Directors shall
determine.

                                  ARTICLE XIII

                              Fundamental Policies
                              --------------------

                  Section 13.1. The Corporation will not purchase any security
(other than obligations of the U.S. government, its agencies or
instrumentalities) if as a result: (i) as to 75% of the Corporation's total
assets, more than 5% of the Corporation's total assets (taken at current value)
would then be invested in securities of a single issuer, (ii) as to the
remaining 25% of the Corporation's total assets, more than

<PAGE>

10% of the Corporation's total assets (taken at current value) would then be
invested in securities of a single issuer (except that the Corporation may
invest not more than 25% of its total assets in obligations of the government of
the Republic of China, its agencies or instrumentalities), (iii) more than 10%
of the voting equity securities (at the time of such purchase) of any one issuer
would be owned by the Corporation, and (iv) more than 25% of the Corporation's
total assets (taken at current value) would be invested in a single industry.

                  Section 13.2. The Corporation will not purchase any equity
securities which, at the date purchase is made, are not traded in the
over-the-counter market in Taiwan or listed and traded on the Taiwan Stock
Exchange, except that the Corporation may purchase equity securities in initial
public offerings and secondary public offerings if such securities will be
listed on the Taiwan Stock Exchange immediately following such offering.

                  Section 13.3. The Corporation will not purchase partnership
interests.

                  Section 13.4. The Corporation will not borrow money or pledge
its assets, except that the Corporation may borrow from a bank in the United
States for temporary or emergency purposes in amounts not exceeding 5% (taken at
the lower of cost or current value of its total assets (not including the amount
borrowed)), and may also pledge its assets held in the United States to secure
such borrowings.

                  Section 13.5. The Corporation will not purchase securities on
margin, except for short-term credits as may be necessary for clearance of
transactions.

                  Section 13.6. The Corporation will not make short sales of
securities or maintain a short position.

                  Section 13.7. The Corporation will not buy or sell commodities
or commodity contracts or real estate or interests in real estate, except the
Corporation may enter into forward foreign

<PAGE>

currency exchange contracts, foreign currency futures contracts, and options on
foreign currencies and foreign currency futures contracts for bona fide hedging
purposes.

                  Section 13.8. The Corporation will not act as an underwriter
of securities of other issuers.

                  Section 13.9. The Corporation will not make loans, including
loans of cash or portfolio securities, to any person; for purposes of this
investment restriction, the term "loans" shall not include the purchase of a
portion of an issue of publicly distributed bonds, debentures or other
securities.

                  Section 13.10. The Corporation will not purchase securities
issued by any issuer which owns, whether directly or indirectly or in concert
with another person, more than 5% of the equity securities (whether voting or
non-voting) of the Adviser or which takes a significant role in the management
of the Adviser.

                  Section 13.11. The Corporation may not issue senior
securities.

                  Section 13.12. The Corporation may not purchase beneficiary
certificates representing interests in Republic of China securities investment
trust funds other than the fund established under the investment advisory
agreement with the Corporation's investment adviser or effect any transaction in
securities with another Republic of China securities investment trust fund
managed by such investment adviser.

                  Section 13.13. If a percentage restriction on investment or
use of assets set forth above is adhered to at the time a transaction is
effected, later changes in percentage resulting from changing values will not be
considered a violation of the restrictions contained in this Article. Also, if
the Corporation exercises subscription rights to purchase securities of an ROC
issuer at a time when the Fund's portfolio holdings of securities of that issuer
(or that issuer's industry) would otherwise exceed the limits set forth in
clauses (i), (ii), (iii) or (iv) of Section 13.1 hereof, it will not constitute
a violation of

<PAGE>

this Article if, prior to receipt of securities on exercise of such rights, and
after announcement of such rights, the Corporation has sold at least as many
shares as it would receive on exercise of such rights.

                                   ARTICLE XIV

                                   Amendments
                                   ----------

                  Section 14.1. Amendments. These By-laws or any of them may be
                                ----------
amended, altered or repealed at any regular meeting of the stockholders or at
any special meeting of the stockholders at which a quorum is present or
represented, provided that notice of the proposed amendment, alteration or
repeal be contained in the notice of such special meeting. These By-laws, except
ARTICLE XIII hereof, may also be amended, altered or repealed by the affirmative
vote of a majority of the Board of Directors at any regular meeting of the Board
of Directors, or at any special meeting of the Board of Directors if notice of
the proposed amendment, alteration or repeal be contained in the notice of such
special meeting. The By-laws, or any of them, set forth in ARTICLE XIII of these
By-laws may be amended, altered or repealed only by the affirmative vote of a
majority of the outstanding shares of common stock of the Corporation at a
regular meeting or special meeting of the stockholders, the notice of which
contains the proposed amendment, alteration or repeal. For purposes of amending
any By-law set forth in ARTICLE XIII of these By-laws, a majority of the
outstanding shares of common stock of the Corporation shall mean the lesser of
67% of the voting securities present at the meeting, if a quorum is present, or
50% of the outstanding voting securities.

</TEXT>
</DOCUMENT>
