<SEC-DOCUMENT>0001410368-12-000112.txt : 20120430
<SEC-HEADER>0001410368-12-000112.hdr.sgml : 20120430
<ACCEPTANCE-DATETIME>20120430132213
ACCESSION NUMBER:		0001410368-12-000112
CONFORMED SUBMISSION TYPE:	NSAR-A
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20120229
FILED AS OF DATE:		20120430
DATE AS OF CHANGE:		20120430
EFFECTIVENESS DATE:		20120430

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TAIWAN FUND INC
		CENTRAL INDEX KEY:			0000804123
		IRS NUMBER:				042942862
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0831

	FILING VALUES:
		FORM TYPE:		NSAR-A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-04893
		FILM NUMBER:		12793684

	BUSINESS ADDRESS:	
		STREET 1:		TWO AVENUE DE LAFAYETTE
		STREET 2:		PO BOX 5049 (02206-5049)
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02111
		BUSINESS PHONE:		6176622789

	MAIL ADDRESS:	
		STREET 1:		TWO AVENUE DE LAFAYETTE
		STREET 2:		PO BOX 5049 (02206-5049)
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02111
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-A
<SEQUENCE>1
<FILENAME>answer.fil
<DESCRIPTION>ANSWER FILE
<TEXT>
<PAGE>      PAGE  1
000 A000000 02/29/2012
000 C000000 0000804123
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
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000 I000000 6.1
000 J000000 A
001 A000000 THE TAIWAN FUND, INC.
001 B000000 811-4893
001 C000000 8778645056
002 A000000 2 Avenue de Lafayette, PO Box 5049
002 B000000 Boston
002 C000000 MA
002 D010000 02111
003  000000 N
004  000000 N
005  000000 N
006  000000 N
007 A000000 N
007 B000000  0
007 C010100  1
008 A000001 MARTIN CURRIE INC.
008 B000001 A
008 C000001 801-14261
008 D010001 EDINBURGH
008 D050001 SCOTLAND
008 D060001 EH1-2ES
008 A000002 APS Asset Management Pte Ltd.
008 B000002 S
008 C000002 801-00000
008 D010002 Singapore
008 D050002 Singapore
008 D060002 079909
010 A000001 STATE STREET BANK AND TRUST COMPANY
010 B000001 85-05003
010 C010001 BOSTON
010 C020001 MA
010 C030001 02110
012 A000001 AST Fund Solutions, LLC
012 B000001 84-00000
012 C010001 New York
012 C020001 NY
012 C030001 10005
013 A000001 TAIT, WELLER & BAKER LLP
013 B010001 PHILADELPHIA
013 B020001 PA
013 B030001 19103
015 A000001 STATE STREET BANK AND TRUST COMPANY
015 B000001 C
<PAGE>      PAGE  2
015 C010001 N. QUINCY
015 C020001 MA
015 C030001 02171
015 E010001 X
015 A000002 DEUTSCHE BANK AG, TAIWAN
015 B000002 S
015 C010002 TAIPEI
015 D010002 TAIWAN
015 E040002 X
018  000000 Y
019 A000000 N
019 B000000    0
020 A000001 Credit Lyonnais Sec
020 B000001 13-2602298
020 C000001     72
020 A000002 BNP PARIBAS
020 B000002 13-3235334
020 C000002     69
020 A000003 MORGAN STANLEY & CO., INC.
020 B000003 13-2655998
020 C000003     60
020 A000004 NOMURA SECURITIES
020 B000004 13-2642206
020 C000004     34
020 A000005 UBS A.G.
020 B000005 13-2625874
020 C000005     22
020 A000006 SINOPAC SECURITIES (ASIA)
020 C000006     12
020 A000007 ABN AMRO ASIA LTD.
020 B000007 13-3227945
020 C000007     10
020 A000008 FUBON SEC. CO. LTD
020 C000008      5
020 A000009 GOLDMAN SACHS & CO.
020 B000009 13-5108880
020 C000009      1
021  000000      285
022 A000001 STATE STREET BANK & TRUST CO.
022 B000001 04-1867445
022 C000001     17947
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023 C000000      17947
023 D000000          0
024  000000 Y
025 A000001 SINOPAC FINANCIAL HOLDINGS
025 C000001 E
025 D000001   10512
025 A000002 FUBON SEC. CO. LTD
025 C000002 E
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<PAGE>      PAGE  8
077 A000000 Y
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SIGNATURE   CYNTHIA MORSE-GRIFFIN
TITLE       TREASURER

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>2
<FILENAME>IA.txt
<DESCRIPTION>INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
<TEXT>
The Taiwan Fund, Inc.
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
      This Agreement, dated as of February 23rd, 2012, between THE TAIWAN
 FUND, INC., a corporation organized under the Delaware Laws of the United
 States with a registered office at c/o State Street Bank and Trust Company,
 P.O. Box 5049, 2 Avenue de Lafayette, Boston, MA 02206-5409 (the Fund),
 and MARTIN CURRIE INC., a company incorporated in New York and registered
 as an investment adviser with the U.S. Securities and Exchange Commission
 and authorized and regulated by the Financial Services Authority of the
 United Kingdom, the regulator for financial services institutions in the
 United Kingdom (the FSA) (the Investment Manager).
      The Fund is a closed-end, diversified management investment company
 registered under the Investment Company Act of 1940 (the 1940 Act), the
 shares of common stock of which are registered under the Securities Exchange
 Act of 1934 and listed on the New York Stock Exchange.  The Funds investment
 objective is long-term capital appreciation through investment primarily in
 securities of Republic of China companies listed on the Taiwan Stock
Exchange.
      The Fund desires to retain the Investment Manager to provide investment
 management services with respect to the Funds assets, and the Investment
 Manager agrees to provide such services, based upon its professional
 investment judgment and within the scope of this Agreement.
      NOW, THEREFORE, in consideration of the mutual covenants hereafter
 contained, the parties hereto hereby agree as follows:
1. Appointment of Investment Manager
      (a) The Fund hereby employs the Investment Manager for the period and
 on the terms and conditions set forth herein, subject at all times to the
 supervision of the Board of Directors of the Fund (the Board), to:
      (i) Make all investment decisions for the assets of the Fund (the Fund
 Assets) and to manage the investment and reinvestment of the Fund Assets in
 accordance with the investment objective and policies of the Fund, as such
 investment objective and policies are amended from time to time by the Board
 (or with the concurrence of the Funds shareholders, in each case in
 accordance with the requirements of the 1940 Act), and subject always to the
 restrictions of the Funds Certificate of Incorporation and By-Laws, as
 amended or restated from time to time.  Should the Board at any time make any
 definite determination as to investment policy and notify the Investment
 Manager thereof, the Investment Manager shall be bound by such determination
 for the period, if any, specified in such notice or until similarly notified
 that such determination has been revoked.  The Investment Manager shall vote
 the Funds proxies in accordance with the Funds proxy voting policies, which
 may be amended from time to time by the Board and communicated to the
 Investment Manager.  The Investment Manager shall make such reports to the
 Board concerning such proxy voting as the Board may deem necessary or
 advisable and as may be required by rules and regulations under the 1940 Act.
  The Fund acknowledges that no assurance has been or can be provided that the
 investment objective of the Fund can or will be achieved.  The Investment
 Manager shall take, on behalf of the Fund, all actions that the Investment
 Manager deems necessary to implement the investment policies of the Fund and
 to place all orders for the purchase or sale of portfolio securities for the
 Fund with brokers or dealers selected by the Investment Manager, and in
 connection therewith, the Investment Manager is authorized as agent of the
 Fund to give instructions to the custodians from time to time of the Fund
 Assets as to deliveries of securities and payments of cash for the account of
 the Fund.  In connection with the selection of such brokers or dealers and
 the placing of such orders, the Investment Manager is directed at all times
 to seek to use its best efforts to obtain for the Fund the most favorable net
 results available (best execution).  In using its best efforts to obtain
 for the Fund best execution, the Investment Manager shall consider all
 factors it deems relevant, including, by way of illustration, price, the size
 of the transaction, the nature of the market security, the amount of the
 commission, the timing of the transaction taking into account market prices
 and trends, the reputation, experience and financial stability of the broker
 or dealer involved and the quality of service rendered by the broker or
 dealer in other transactions.  Subject to such policies as the Fund may
 communicate to the Investment Manager in writing, the Investment Manager
 shall not be deemed to have acted unlawfully or to have breached any duty
 created by this Agreement solely by reason of its having caused the Fund
 to pay a broker or dealer that provides brokerage and research services to
 the Investment Manager or its affiliates an amount of commission for
 effecting a portfolio investment transaction in excess of the amount of
 commission another broker or dealer would have charged for effecting that
 transaction, if the Investment Manager determines in good faith that such
 amount of commission was reasonable;
      (ii) Assist the administrator of the Fund, as requested, in the
 preparation of the Funds periodic financial statements and in the valuation

 of the Fund Assets and the determination of its liabilities;
      (iii) Prepare and make available to the Fund pertinent research and
 statistical data;
      (iv) Maintain or cause to be maintained for the Fund all books and
 records required under the 1940 Act, to the extent that such books and
 records are not maintained or furnished by administrators, custodians or
 other agents of the Fund;
      (v) Assist in such marketing activities with respect to the Fund as the
 Fund may reasonably request; and
      (vi) Provide the Fund with such other services and advice, consistent
 with the foregoing, as the Board may reasonably request.
      (b) The Investment Manager accepts such appointment and agrees during
 the term of this Agreement to render such services, to permit any of its
 managers, members, officers or employees to serve without compensation as
 directors or officers of the Fund if elected to such positions and to assume
 the obligations herein for the compensation herein provided.  The Investment
 Manager shall for all purposes herein provided be deemed to be an independent
 contractor and, unless otherwise expressly provided or authorized, shall have
 no authority to act for or represent the Fund in any way or otherwise be
 deemed an agent of the Fund.
      (c) The Investment Manager may from time to time, in its discretion and
 with the approval of the Board, delegate certain of its responsibilities under
 this Agreement in respect of any Fund to APS Asset Management Pte Ltd (the
 Sub-Adviser), which is registered under the Investment Advisers Act of 1940,
 as amended, provided that the separate costs of employing the Sub-Adviser and
 of the Sub-Adviser itself are borne by the Investment Manager or the
 Sub-Adviser and not by the Fund. Notwithstanding any such delegation, the
 Investment Manager shall remain responsible and liable to the Fund for the
 acts and omissions of the Sub-Adviser as if any such act or omission were the
 act or omission of the Investment Manager.  For the avoidance of doubt, the
 preceding sentence is not intended to alter any rights, claims, or actions the
 Investment Manager may pursue against the Sub-Adviser.
2. Compensation
      For the services and facilities described in Section 1, the Fund agrees
 to pay to the Investment Manager, a fee in U.S. dollars in accordance with
 the schedule set forth as Exhibit A hereto.  For the month and year in which
 this Agreement becomes effective or terminates, there shall be an appropriate
 proration on the basis of the number of days that this Agreement is in effect
 during such month and year, respectively.
3. Investment in Fund Stock
      The Investment Manager agrees that it will not make a short sale of any
 shares of the Fund.
4. Non-Exclusivity of Services
      Nothing herein shall be construed as prohibiting the Investment Manager
 or any of its affiliates from providing investment advisory services to, or
 entering into investment advisory agreements with, any other clients
 (including other registered investment companies), including clients which
 may invest in Taiwanese or Chinese equity securities, so long as the
 Investment Managers services to the Fund pursuant to this Agreement are not
 materially impaired thereby, except that, without the prior written consent
 of the Fund the Investment Manager may not act as the investment adviser or
 investment manager to any other investment company that is listed on the New
 York Stock Exchange and that has the same investment strategy as the Fund.
  The Investment Manager is not obligated to purchase or sell for the Fund any
 security which the Investment Manager or its affiliates may purchase or sell
 for their own accounts or the accounts of other clients.
5. Standard of Care; Indemnification
      The Investment Manager may rely on information reasonably believed by it
 to be accurate and reliable.  Neither the Investment Manager nor its officers,
 managers, members, employees, agents, delegees or controlling persons (as
 defined in the 1940 Act), or other affiliates (each, a Performing Party)
 shall be subject to any liability for any act or omission, error of judgment
 or mistake of law, or for any loss suffered by the Fund, in the course of,
 connected with or arising out of any services to be rendered hereunder except
 by reason of willful misfeasance, bad faith or gross negligence on the part of
 the Performing Party in the performance of its duties or by reason of reckless
 disregard on the part of the Performing Party of its obligations and duties
 under this Agreement.  Any person, even though also employed by the Investment
 Manager, who may be or become an employee of the Fund shall be deemed, when
 acting within the scope of his employment by the Fund, to be acting in such
 employment solely for the Fund and not as an employee or agent of the
 Investment Manager.
      The Fund shall indemnify and hold harmless the Investment Manager, its
 officers, managers, members, employees, agents, delegees, controlling persons
 (as defined in the 1940 Act), and other affiliates (each, an Indemnified
 Party) for any losses, costs and expenses incurred or suffered by any
 Indemnified Party arising from any action, proceeding or claims that may be
 brought against such Indemnified Party in connection with the performance or
 non-performance of its functions under this Agreement, except for such
 losses, costs and expenses resulting from willful misfeasance, bad faith or
 gross negligence in the performance of such Indemnified Partys duties or
 from reckless disregard on the part of such Indemnified Party of such
 Indemnified Partys obligations and duties under this Agreement.
6. Allocation of Charges and Expenses
      (a) The Investment Manager shall assume and pay for maintaining its
 staff and personnel and shall at its own expense provide the equipment,
 office space and facilities necessary to perform its obligations hereunder.
  The Investment Manager (or the Sub-Adviser, as applicable) shall pay the
 salaries and expenses of such of the Funds officers and employees and any
 fees and expenses of such of the Funds directors who are managers, members,
 officers or employees of the Investment Manager, the Sub-Adviser or any of
 their respective affiliates, provided, however, that the Fund, and not the
 Investment Manager, shall bear travel expenses for an appropriate fraction
 thereof of directors and officers of the Fund who are managers, members,
 officers or employees of the Investment Manager or the Sub-Adviser to the
 extent that such expenses relate to attendance at meetings of the Board or
 any committee thereof, and provided, further, that such expenses are incurred
 in accordance with the Funds travel policy.
      (b) In addition to the fee of the Investment Manager, the Fund shall
 assume and pay the following expenses: legal fees and expenses of counsel to
 the Fund; auditing and accounting expenses; taxes and governmental fees; New
 York Stock Exchange listing fees; dues and expenses incurred in connection
 with membership in investment company organizations; fees and expenses of the
 Funds custodian, sub-custodian, transfer agents and registrars; fees and
 expenses with respect to administration, except as may be herein expressly
 provided otherwise; expenses for portfolio pricing services by a pricing
 agent, if any; expenses of preparing share certificates and other expenses in
 connection with the issuance, offering and underwriting of shares issued by
 the Fund; expenses relating to investor and public relations; expenses of
 registering or qualifying securities of the Fund for public sale; freight,
 insurance and other charges in connection with the shipment of the Funds
 portfolio securities; brokerage commissions or other costs of acquiring or
 disposing of any portfolio holding of the Fund; expenses of preparation and
 distribution of reports, notices and dividends to shareholders; expenses of
 the Funds dividend reinvestment and cash purchase plan; costs of stationery;
 any litigation expenses; and costs of stockholders and other meetings.
7. Potential Conflicts of Interest
      (a) Subject to applicable statutes and regulations, managers, members,
 officers, employees, agents or owners of the Investment Manager may be
 interested in the Fund as a director, officer, agent or otherwise.
      (b) If the Investment Manager considers the purchase or sale of
 securities for the Fund and other advisory clients of the Investment Manager
 at or about the same time, transactions in such securities shall be made for
 the Fund and such other clients in accordance with the Investment Managers
 trade allocation procedures, as they may be amended from time to time and
 approved by the Board.
8. Compliance with FSA requirements
      In order for the Investment Manager to comply with the requirements of
 the FSA, the Fund and the Investment Manager have executed a Terms of
 Business Letter, as such term is defined under the FSA rules.  The Terms of
 Business Letter will serve as the Funds acknowledgement that the Investment
 Manager has made to the Fund certain prescribed disclosures as required by
 the FSA.
9. Duration and Termination
      (a) This Agreement shall be effective for a period of two (2) years from
 the date hereof and shall continue in effect from year to year thereafter,
 provided that such continuance is specifically approved at least annually by
 (i) a majority of the members of the Board who are neither parties to this
 Agreement nor interested persons of the Fund, the Investment Manager, the
 Sub-Adviser or of any entity .regularly furnishing investment advisory
 services with respect to the Fund pursuant to an agreement with the
 Investment Manager or the Sub-Adviser, cast in person at a meeting called for
 the purpose of voting on such approval, and (ii) separately by the Board (all
 directors voting) or by vote of a majority of the Funds outstanding voting
 securities.
      (b) This Agreement may nevertheless be terminated at any time, without
 payment of penalty, by the Investment Manager or by the Fund acting pursuant
 to a vote of the Board or by vote of a majority of the Funds outstanding
 securities upon sixty (60) days written notice.  This Agreement shall
 automatically be terminated in the event of its assignment, provided,
 however, that a transaction that does not, in accordance with the 1940 Act
 and applicable rules thereunder, result in a change of actual control or
 management of the Investment Managers business shall not be deemed to be
 an assignment for the purposes of this Agreement.  This Agreement shall
 automatically be terminated if the Investment Manager ceases to be authorized
 and regulated by the FSA or any successor organization.  In addition, this
 Agreement shall be terminated upon proper notice if the Investment Manager is
 required to terminate the Agreement on the FSAs instructions.
      (c) Termination of this Agreement shall not (i) affect the right of the
 Investment Manager to receive payments of any unpaid balance of the
 compensation described in Section 2 earned prior to such termination or (ii)
 extinguish the Investment Managers right of indemnification under Section 5.
      As used herein, the terms interested person, assignment and vote of
 a majority of the outstanding voting securities shall have the meanings set
 forth in the 1940 Act.
10. Amendment
      This Agreement may be amended by mutual agreement, provided that if
 required by the 1940 Act or other applicable law any such amendment shall
 only become effective after the affirmative vote of (i) the holders of a
 majority of the outstanding voting securities of the Fund and (ii) a majority
 of the members of the Board who are not interested persons of the Fund or of
 the Investment Manager, cast in person at a meeting called for the purpose of
 voting on such approval.
11. Governing Law
      This Agreement shall be governed by and construed in accordance with the
 laws of the State of New York, provided, however, that nothing herein shall
 be construed in a manner inconsistent with the 1940 Act.
12. Notices
      Any communication hereunder must be in writing and must be made by
 letter, telex or facsimile.  Any communication or document to be made or
 delivered by one person to another pursuant to this Agreement shall (unless
 that other person has by fifteen (15) days notice to the other specified
 another address) be made or delivered to that other person at the following
 relevant address:
      If to the Investment Manager:
Martin Currie Inc.
Saltire Court
20 Castle Terrace
Edinburgh
EH1 2ES

Attention: Jamie Skinner
Telephone No.: +44 131 479 5854 / +44 782 597 1438
Facsimile No.: +44 131 222 2553
      With copies to:
Ropes & Gray
Prudential Tower
Boston, MA 02199-3600
Attention: George Braxton Raine
Telephone No.: 617 951 7000
Facsimile No.: 617 951 7050
      If to the Fund:
The Taiwan Fund, Inc.
c/o State Street Bank and Trust Company
P.O. Box 5409
2 Avenue de Lafayette, Boston, MA 02206-5409
Attention: Tracie A. Coop, Secretary
Telephone No.: 617-662-1118
Facsimile No.: 617-662-3805
      With copies to:
Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019-6131
Attention: Leonard Mackey, Esq.
Telephone No.: (212) 878-8000
Facsimile No.: (212) 878-8375
and shall, if made by letter, be deemed to have been received when delivered
 by hand or if sent by mail within ten (10) days if the letter is sent by
 first class mail, and shall, if sent by facsimile, be deemed to have been
 received upon production of a transmission report by the machine from which
 the facsimile was sent indicating that the facsimile was sent in its entirety
 to the facsimile number of the recipient and provided that a hard copy of the
 notice so served by facsimile is posted that same day as the notice was
 served by electronic means.
13. Jurisdiction
      Each party hereto irrevocably agrees that any suit, action or proceeding
 against either of the Investment Manager or the Fund arising out of or
 relating to this Agreement shall be subject to the jurisdiction of the United
 States District Court for the Southern District of New York or the Supreme
 Court of the State of New York, New York County, and each party hereto
 irrevocably submits to the jurisdiction of each such court in connection with
 any such suit, action or proceeding.  Each party hereto waives any objection
 to the laying of venue of any such suit, action or proceeding in either such
 court, and waives any claim that such suit, action or proceeding has been
 brought in an inconvenient forum.  Each party hereto irrevocably consents to
 service of process in connection with any such suit, action or proceeding by
 mailing a copy thereof by registered or certified mail, postage prepaid, to
 its address as set forth in this Agreement.
14. Representation and Warranty of the Investment Manner
      The Investment Manager represents and warrants that it is duly
 registered as an investment adviser under the U.S. Investment Advisers Act of
 1940 and duly licensed by the FSA and that it will use its reasonable efforts
 to maintain effective such registration and license during the term of this
 Agreement.
15. Representation and Warranty of the Fund
      The Fund represents and warrants that it has full legal right to enter
 into this Agreement and to perform the obligations hereunder and that it has
 obtained all necessary consents and approvals to enter into this Agreement.
16. Provision of Certain Information by the Fund
      The Fund shall furnish the Investment Manager with copies of the Funds
 Certificate of Incorporation, By-Laws and Registration Statement on Form N-2,
 as amended or restated from time to time, any press releases made by the Fund
 and any reports made by the Fund to its shareholders, as soon as practicable
 after such documents become available.  The Fund shall furnish the Investment
 Manager with any further documents, materials or information that the
 Investment Manager may reasonably request to enable it to perform its duties
 pursuant to this Agreement.
17. Press Releases, Reports, Other Disclosures
      Any reports, press releases or other disclosures made by the Fund that
 contain statements about the management of assets by the Investment Manager
 shall be subject to the prior approval of the Investment Manager.
18. Severability
      If any provision of the Agreement is determined by a court of competent
 jurisdiction to be invalid or unenforceable, such finding shall not affect
 the validity or enforceability of the remaining portions of this Agreement.
19. Counterparts
      This Agreement may be executed in two or more counterparts, each of
 which shall be deemed an original but all of which together shall constitute
 one and the same instrument.
20. Captions
      The captions in this Agreement are included for convenience of reference
 only and in no way define any of the provisions hereof or otherwise affect
 their construction or effect.

IN WITNESS WHEREOF, the parties have executed this Agreement by their officers
 thereunto duly authorized as of the day and year first written above.
The Taiwan Fund, Inc.
By: Jamie Skinner
      Name: Jamie Skinner
      Title: President
Martin Currie Inc.
By: James Fairweather
      Name: James Fairweather
      Title: Director, Head of global equities



EXHIBIT A
      The Investment Manager shall receive a fee for its services under the
 Agreement, computed daily and payable monthly, at the annual rate of 0.90% on
 the first $150 million in total net assets under management, 0.80% on the
 next $150 million in total net assets under management and 0.70% on total net
 assets under management over $300 million.
      The net asset value of the Fund Assets shall be determined in the manner
 provided in the Funds Registration Statement on Form N-2.




28890516_7

	-2-
28890516_7



28890516_7

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q2 ITEM 405
<SEQUENCE>3
<FILENAME>Sub-IA.txt
<DESCRIPTION>SUB-ADVISORY AGREEMENT
<TEXT>
SUB-ADVISORY AGREEMENT


      AGREEMENT made this 23rd day of February, 2012, by and between Martin
      Currie, Inc., a company incorporated in New York (the "Adviser"), and APS
       Asset Management Pte Ltd, a company organized in the jurisdiction of
      Singapore (the "Sub-adviser").

      WHEREAS, the Adviser serves as investment adviser to The Taiwan Fund,
      Inc. (the "Fund"), a closed-end, non-diversified management investment
      company registered under the U.S. Investment Company Act of 1940, as
      amended (the "1940 Act"), shares of common stock of which are traded on
      the New York Stock Exchange (the "NYSE"); and

      WHEREAS, the Adviser desires to avail itself of the services, advice and
      assistance of the Sub-adviser to assist the Adviser in providing
      investment advisory services to the Fund, as amended from time to time;

      WHEREAS, the Adviser manages the assets covered hereunder pursuant to an
      Investment Advisory and Management Agreement dated of even date herewith
       (the "Management Agreement"); and

      WHEREAS, the Sub-adviser is registered under the Investment Advisers Act
      of 1940, as amended (the "Advisers Act"), is engaged in the business of
      rendering investment advisory services to other pooled investment
      vehicles and desires to provide such services to the Adviser;

      NOW, THEREFORE, in consideration of the terms and conditions hereinafter
       set forth, it is agreed as follow:

      1.	Appointment of the Sub-adviser.  The Adviser hereby employs the
      Sub-adviser to make all investment decisions for the assets of the Fund
      (the "Managed Assets") and to manage the investment and reinvestment of
      the Managed Assets, subject to the control and direction of the Fund's
      Board of Directors (the "Board") and the Adviser, for the period and on
      the terms hereinafter set forth.

      The Sub-adviser hereby accepts such employment and agrees during such per
      iod to render the services and to assume the obligations herein set forth
       for the compensation herein provided.  The Sub-adviser shall for all
      purposes herein be deemed to be an independent contractor and shall,
      except as expressly provided or authorized (whether herein or otherwise),
       have no authority to act for or represent the Adviser or the Fund in any
       way. The Sub-adviser may execute Fund documentation, agreements,
      contracts and other documents requested by brokers, dealers,
      counterparties and other persons in connection with its providing
      advisory services to the Fund.

      2.	Adviser's Representations, Warranties and Undertakings.

      a.  The Adviser represents and warrants on a continuing basis that:

      (i) the Adviser is a registered investment adviser under the Advisers Act
      and has full power and authority to appoint the Sub-adviser on the terms
      contained herein.

      (ii) The execution of this Agreement and the consummation of the
      transactions contemplated by it are within the Adviser's powers,
      have been duly authorized by all necessary action on the Adviser's part
      and will not violate any other agreement to which the Adviser is a party
      or by which it is bound, nor any rule, law, regulation or order to which
      the Adviser is subject, nor any provision of the Adviser's constitutional
       documents.

      (iii) Any information provided by the Adviser to the Sub-adviser in
      relation to this Agreement is true, accurate and complete in all material
       respects.

      b.	The Adviser undertakes:

       (i) To promptly arrange or facilitate the execution or production of any
       documents reasonably deemed necessary by the Sub-adviser to further the
        Sub-adviser's performance of its obligations and to carry out or
       facilitate any transactions effected in accordance with this Agreement
       and to notify the Sub-adviser as soon as reasonably practicable that any
        delay or failure to deliver such documents is envisaged by the Adviser.

      (ii) To provide the Sub-adviser with such evidence of identity as may be
      reasonably requested by the Sub-adviser to fulfil all its duties and
      obligations under applicable anti-money laundering legislation, rules,
      regulations or guidance.

      (iii) Not to suffer or cause any liens or charges over the assets of the
      Fund to arise from acts or omissions of the Adviser throughout the term
      of this Agreement.

      (iv) To provide the Sub-adviser promptly with any relevant information
      that the Sub-adviser may reasonably request from time to time in order to
       fulfil its legal, regulatory, official or contractual obligations under
      this Agreement.

      (v) To notify the Sub-adviser promptly if there is any material change in
       any relevant information which the Adviser has provided to the
      Sub-adviser and to promptly provide such additional details and other
      relevant information that the Sub-adviser may reasonably request
      (provided always that the provision of information is not prohibited
      under any applicable law or regulation).

      3.	Sub-adviser's Representations, Warranties and Undertakings.

      a.  The Sub-adviser represents and warrants on a continuing basis that:

      (i)  the Sub-adviser is a registered investment adviser under the
      Advisers Act, has all necessary licenses, registrations or authorizations
       necessary for it to conduct its business under the laws and regulations
      of Singapore and has full power to enter into this Agreement on the terms
       contained herein.

      (ii)  The execution of this Agreement and the consummation of the
      transactions contemplated by the Sub-adviser are within the Sub-adviser's
       powers, have been duly authorized by all necessary action on the
      Sub-adviser's part and will not violate any agreement to which the
      Sub-adviser is a party or by which the Sub-adviser is bound nor any rule,
       law, regulation or order to which the Sub-adviser is subject, nor any
      provision of the Sub-adviser's constitutional documents.

      b.  The Sub-adviser undertakes:

      (i)  To promptly arrange or facilitate the execution or production of any
       documents reasonably deemed necessary by the Adviser to further the
      Adviser's performance of its obligations or required by the Adviser to
      assist the Sub-adviser to carry out its obligations and to carry out or
      facilitate any transactions effected in accordance with this Agreement
      and to notify the Adviser as soon as reasonably practicable if any delay
      or failure to deliver such documents is envisaged by the Sub-adviser.

      (ii)  Not to suffer or cause any liens or charges over the assets of the
      Fund to arise from the Sub-adviser's acts or omissions throughout the
      term of this Agreement.

      (iii)  To provide the Adviser promptly with any relevant information that
       the Adviser may reasonably request from time to time in order to fulfill
      its legal, regulatory, official or contractual obligations.

      (iv)  To notify the Adviser promptly if there is any material change in
      any relevant information which the Sub-adviser has provided to the
      Adviser and to promptly provide such additional details and other
      relevant information that the Adviser may reasonably request (provided
      always that the provision of information is not prohibited under any
      applicable law or regulation).

      4.	 Obligations of Services to be Provided by the Sub-adviser.  The
      Sub-adviser undertakes to provide the following services and to assume
      the following obligations:

      a.  Except as otherwise provided herein, the Sub-adviser shall manage the
       investment and reinvestment of the Managed Assets, all without prior
      consultation with the Adviser, subject to and in accordance with (i) the
      investment objective, policies and restrictions of the Fund set forth in
      the Fund's Prospectus, as such investment objectives and policies are
      amended from time to time by the Board, the Fund's Certificate of
      Incorporation and the Fund's By-Laws as from time to time in effect
      (the "Governing Documents"), (ii) the requirements applicable to
      registered investment companies under applicable laws, including without
      limitation the 1940 Act and  Subchapter M of the Internal Revenue Code of
       1986, as amended (the "Code"), and (iii) any written instructions which
      the Adviser or the Board may issue from time-to-time.  The Sub-adviser
      also agrees to conduct its activities hereunder in accordance with any
      applicable procedures or policies adopted by the Board as from time to
      time in effect (the "Procedures").  The Adviser has provided to the
      Sub-adviser copies of all Governing Documents and Procedures and shall
      promptly provide to the Sub-adviser any amendments or supplements
      thereto, as well as any press releases issued by the Fund that the
      Adviser deems relevant to the Sub-adviser's fulfillment of its
      obligations hereunder.  Subject to and in pursuance of the foregoing, the
       Sub-adviser shall take, on behalf of the Fund, all actions which it
      deems necessary to implement the investment policies of the Fund
      applicable to the Managed Assets, and make all determinations with
      respect to the purchase and sale of portfolio securities in respect of
      the Managed Assets and to place all orders for the purchase or sale of
      portfolio securities for the Fund with brokers or dealers selected by it.
       The Sub-adviser shall render such reports to the Board and the Adviser
      as they may deem necessary or advisable concerning the investment
      activities of the Fund.  The Sub-adviser shall vote the Fund's proxies in
       connection with the Managed Assets in accordance with the Fund's proxy
      voting policies as in effect from time to time and as may be required by
      rules and regulations under the 1940 Act. The Sub-adviser shall make such
       reports to the Adviser and the Board concerning such proxy voting as the
       Adviser and the Board may deem necessary or advisable. Unless otherwise
      determined by the Board or the Adviser and notified to the Sub-adviser,
      the Sub-adviser shall have the responsibility to exercise or procure the
      exercise of any rights of the Fund with respect to any class action
      proceedings or other legal action concerning investments of the Managed
      Assets.

      b.  By and in connection with its obligations set forth above, the
      Sub-adviser is authorized as agent of the Fund to give instructions to
      the custodians from time to time of the Managed Assets as to deliveries
      of securities and payments of cash for the account of the Fund, and
      shall:

          (i) Identify to the Adviser regulatory and other governmental require
          ments applicable to the Fund in connection with the Sub-adviser's
          investment program, but only in so far as its duties as a
          professional investment manager so require;

         (ii) Provide information to the Adviser regarding corporate actions,
         repatriation restrictions, currency restrictions and other matters of
         which the Sub-adviser is aware as may be requested by the Fund;

         (iii) In connection with the selection of such brokers or dealers and
         the placing of such orders, seek to use its best efforts to obtain for
          the Fund the most favorable net results available ("best execution").
          In using its best efforts to obtain for the Fund best execution, the
         Sub-adviser shall consider all factors it deems relevant, including,
         by way of illustration, price, the size of the transaction, the nature
          of the market security, the amount of the commission, the timing of
         the transaction taking into account market prices and trends, the
         reputation, experience and financial stability of the broker or dealer
          involved and the quality of service rendered by the broker or dealer
         in other transaction. In evaluating the best execution available, and
         in selecting the broker-dealer to execute a particular transaction,
         the Sub-adviser may also consider the brokerage and research services
         (as those terms are used in Section 28(e) of the Securities Exchange
         Act of 1934 (the "1934 Act")) provided by that broker-dealer.  The
         Sub-adviser is authorized to pay a broker-dealer who provides such
         brokerage and research services a commission for executing a portfolio
          transaction for the Fund which is in excess of the amount of
         commission another broker-dealer would have charged for effecting that
          transaction if, but only if, the Sub-adviser determines in good faith
          that such commission was reasonable in relation to the value of the
         brokerage and research services provided by such broker-dealer viewed
         in terms either of that particular transaction or in terms of the
         Sub-adviser's overall responsibilities with respect to the accounts
         over which the Sub-adviser exercises investment discretion; and

         (iv) Prepare and make available to the Fund pertinent research and
         statistical data;

      c.  The Sub-adviser shall bear its expenses of providing services
      pursuant to this Agreement. The following expenses shall not be assumed
      by the Sub-adviser, as they are a contractual obligation of the Fund
      under the Management Agreement: legal fees and expenses of counsel to the
       Fund; auditing and accounting expenses; taxes and governmental fees;
      NYSE listing fees; dues and expenses incurred in connection with
      membership in investment company organizations; fees and expenses of the
      Fund's custodians, sub-custodians, transfer agents and registrars; fees
      and expenses with respect to administration, except as may be expressly
      provided otherwise in the Management Agreement; expenses for portfolio
      pricing services by a pricing agent, if any; expenses of preparing share
      certificates and other expenses in connection with the issuance, offering
       and underwriting of shares issued by the Fund; expenses relating to
      investor and public relations; expenses of registering or qualifying
      securities of the Fund for public sale; freight, insurance and other
      charges in connection with the shipment of the Fund's portfolio
      securities; brokerage commissions or other third-party costs of acquiring
       or disposing of any portfolio holding of the Fund; expenses of
      preparation and distribution of reports, notices and dividends to
      shareholders; expenses of the Fund's dividend reinvestment and cash
      purchase plan; costs of stationery; any litigation expenses; and costs of
       stockholders' and other meetings. The Sub-adviser shall pay the salaries
       and expenses of such of the Fund's officers and employees and any fees
      and expenses of such of the Fund's directors who are managers, members,
      officers or employees of the Sub-Adviser or any of its affiliates,
      provided, however, that the Fund, and not the Sub-adviser, shall bear
      travel expenses for an appropriate fraction thereof of directors and
      officers of the Fund who are managers, members, officers or employees of
      the Sub-adviser to the extent that such expenses relate to attendance at
      meetings of the Board or any committee thereof, and provided, further,
      that such expenses are incurred in accordance with the Fund's travel
      policy.

	d.  The Sub-adviser (i) will continue to be registered as an investment
        adviser under the Advisers Act, and to be licensed, registered or
        authorized under the laws and regulations of Singapore, for so long as
        this Agreement remains in effect; (ii) will not be prohibited by the
        1940 Act or the Advisers Act from performing the services contemplated
        by this Agreement; (iii) will have appointed a Chief Compliance Officer
         under Rule 206(4)-7 under the Advisers Act; (iv) will have adopted
        written policies and procedures that are reasonably designed to prevent
         violations of the Advisers Act from occurring and, with respect to its
         services for the Fund, to prevent violations of applicable U.S.
        federal securities laws from occurring, detect violations that have
        occurred, and correct promptly any violations that have occurred, and
        will provide notice promptly to the Adviser and the Board of any
        material violations; (v) has met and will seek to continue to meet for
        so long as this Agreement remains in effect, any other applicable
        federal or state requirements, or the applicable requirements of any
        regulatory or industry self-regulatory agency; (vi) has the authority
        to enter into and perform the services contemplated by this Agreement;
        (vii) will promptly notify the Adviser of the occurrence of any event
        that would disqualify Sub-adviser from serving as an investment adviser
         of an investment company pursuant to Section 9(a) of the 1940 Act or
        otherwise; and (viii) will maintain adequate fidelity bond and general
        liability insurance with respect to its activities on behalf of the
        Fund.  The Sub-adviser further agrees to provide reasonable evidence
        of its compliance with any of the foregoing.

	e.  The Sub-adviser has adopted a written code of ethics complying with the
        requirements of Rule 17j-1 under the 1940 Act and will provide the
        Adviser with a copy of the code of ethics.   Within 60 days of the end
        of the last calendar quarter of each year that this Agreement is in
        effect, a duly authorized officer of the Sub-adviser shall certify to
        the Adviser and the Board that the Sub-adviser has complied with the
        requirements of Rule 17j-1 during the previous year and that there has
        been no material violation of Sub-adviser's code of ethics or, if such
        a violation has occurred, information about such violation and any
        action taken in response to such violation.

	f.  The Sub-adviser will provide the Adviser and the Fund with a copy of its
        Form ADV Part 2 and promptly furnish a copy of all amendments thereto
        tothe Adviser and the Fund, to the extent not publicly available.

      g.  The Sub-adviser will promptly notify the Adviser of any changes in
      its managing members or in the key personnel who are either the portfolio
       manager(s) responsible for the Fund or the Sub-adviser's Chief Executive
      Officer or President (or any individual serving in an equivalent
      capacity), or if there is otherwise an actual or expected change in
      control or management of Sub-adviser.

	h.  The Sub-adviser agrees that neither it nor any of its affiliates will in
        any way refer directly or indirectly to its relationship with the Fund
        or the Adviser, or any of their respective affiliates in offering,
        marketing, or other promotional materials without the prior written
        consent of the Fund or the Adviser, respectively.

      i.  The Sub-adviser (A) shall maintain such books and records as are
      required by law, including without limitation the 1940 Act and the
      Advisers Act, and the rules and regulations thereunder, to the extent
      that such books and records are not maintained or furnished by the
      Adviser or by administrators, custodians or other agents of the Fund,
      (B) shall render to the Board such periodic and special reports as the
      Board or the Adviser may reasonably request in writing, and (C) shall
      meet with any persons at the reasonable request of the Adviser or the
      Board for the purpose of reviewing the Sub-adviser's performance under
      this Agreement at reasonable times and upon reasonable advance written
      notice.  All such books and records shall be the property of the Fund,
      and the Sub-adviser will surrender promptly to the Fund any of such
      records upon the Fund's request (provided that the Sub-adviser may retain
       a copy of such records) and shall make all such books and records
      available for inspection and use by the SEC, the Fund, the Adviser or any
       person retained by the Fund at all reasonable times.  Where applicable,
      such records shall be maintained by the Sub-adviser for the periods and
      in the places required by Rule 31a-2 under the 1940 Act.

      On each Business Day, the Sub-adviser shall provide to the Fund's
      custodians and the Fund's administrators information relating to all
      transactions concerning the Fund's assets and shall provide the Adviser
      with such other information as the Adviser may request.

      j.  The Sub-adviser shall timely provide to the Adviser and the Fund all
      information and documentation they may reasonably request as necessary or
       appropriate in connection with the compliance by them or either of them
      with the requirements of any applicable law, including, without
      limitation, (i) information and commentary for the Fund's annual and
      semi-annual reports, in a format approved by the Adviser, together with
      (A) a certification that such information and commentary discuss all of
      the factors that materially affected the performance of the Managed
      Assets, including the relevant market conditions and the investment
      techniques and strategies used, and do not contain an untrue statement
      of a material fact or omit to state a material fact necessary to make
      the information and commentary not misleading, and (B) additional
      certifications related to the Sub-adviser's management of the Fund in
      order to support the Fund's filings on Form N-CSR, Form N-Q and other
      applicable forms, and the Fund's Principal Executive Officer's and
      Principal Financial Officer's certifications under Rule 30a-2 under the
      1940 Act, thereon; (ii) a quarterly sub-certification with respect to
      compliance matters related to the Sub-adviser and the Sub-adviser's
      management of the Fund, in a format reasonably requested by the Adviser
      or the Fund, as it may be amended from time to time; and (iii) an annual
      certification from the Sub-adviser's Chief Compliance Officer, appointed
      under Rule 206(4)-7 under the Advisers Act, with respect to the design
      and operation of the Sub-adviser's compliance program, in a format
      reasonably requested by the Adviser or the Fund.

      k. The Sub-adviser shall assist the administrators of the Fund, as
      requested by the Adviser or the Fund, in the preparation of the Fund's
      periodic financial statements and in the valuation of the Managed Assets
      and the determination of its liabilities.

      l.  The Sub-adviser shall ensure that all trading activity it conducts or
       oversees for the Fund is subject to and complies with relevant law and
      relevant rules, regulations, customs and usages from time to time in
      force in the exchange or market where each trade is executed. Further
      the Sub-adviser shall provide written details (including but not limited
      to the investment rationale) of any trade to the Adviser promptly upon
      request by the Adviser including all such reasonable assistance with
      follow up inquiries.

      m.  Provide the Fund with such other services and advice, consistent with
       the foregoing, as the Adviser may reasonably request.  The Sub-adviser
      shall assist in such marketing activities with respect to the Fund as the
       Fund or the Adviser requires in order to satisfy the Adviser's
      obligations under Section 1 (a) (v) of the Management Agreement,
      including but not limited to making best efforts to ensure that the
      Fund's portfolio manager(s) and other representatives of the Sub-adviser
      are available to meet or communicate with the Fund's stockholders.

      5.	Excluded Obligations.  The Sub-adviser will not be responsible for the
       following duties except as expressly provided herein or as may be
       otherwise agreed in writing between the parties (and, if legally
       required, approved by the Board and/or the shareholders of the Fund):

      a.  all performance reporting and attribution;

      b.  client relationship management which includes but is not limited to
      organizing  regular and ad-hoc meetings with the Board of the Fund as may
       be required. Unless otherwise agreed in writing between the parties, all
       communications from the Sub-adviser to the Fund is to be made in
      consultation with the Adviser. The Sub-adviser will not, and will procure
       that its associates and affiliates will not, contact, by any means, the
      Board without prior consultation with the Adviser. For avoidance of
      doubt, the Sub-adviser will be required to provide, to the extent
      requested by the Board, its representatives to report (by telephone or in
       person) to the Board on the Fund's performance and the Sub-adviser's
      strategy for management of the Managed Assets);

      c.  other than as where specified in the service level agreement entered
      into by the parties on 10 November 2011, as may be amended or restated
      from time to time (the "SLA"), liaising with the Fund with respect to its
       cash flow requirements (such as, requests to raise cash and pay
      dividends and rebates), and the Adviser shall issue directions to the
      Sub-adviser and/or its affiliates accordingly;

      d.  dealing with the client relationship aspects of any transitions
      relating to the Fund, including the Fund's exits from investments and
      amendments to investment objectives or restrictions.  The Sub-adviser
      shall provide such assistance as is reasonably required by the Adviser
      to enable it to effectively manage the communication of such transitions
      provided that the Adviser shall consult with the Sub-adviser with respect
       to such relevant transitions where it is reasonable and practicable to
      do so; and

      e.  all client facing aspects of reporting to the Board, except with
      respect to reports specifically requested by the Board from the
      Sub-adviser. In performing this role, the relevant member[s] of the
      Adviser and/or its affiliates will rely on data provided by the
      Sub-adviser, and the Sub-adviser shall provide such assistance and
      information as is reasonably required by the Adviser to enable the
      provision of the necessary reports.

      6.	Investment in Fund Stock.  The Sub-adviser agrees that it will not
      make a short sale of any shares of the Fund.

      7.	Compensation of the Sub-adviser.  For the services and facilities
      described herein, the Adviser agrees to pay in United States dollars to
      the Sub-adviser a fee in accordance with the schedule set forth as
      Schedule A hereto. For the month and year in which this Agreement becomes
       effective or terminates, there shall be an appropriate proration on the
      basis of the number of days that this Agreement is in effect during such
      month and year, respectively.

      8.	Other Activities of the Sub-adviser.  The services of the Sub-adviser
      hereunder are not to be deemed exclusive, and the Sub-adviser shall be
      free to render similar services to others and to engage in other
      activities, so long as the services rendered hereunder are not impaired,
      except that, without the prior written consent of the Adviser and the
      Fund, the Sub-adviser may not act as the investment adviser or investment
       manager to any other investment company that is listed on the NYSE and
      that has the same investment strategy as the Fund.  Without limiting any
      fiduciary duty or similar obligation of the Sub-adviser to the Fund, if
      the Sub-adviser considers the purchase or sale of investments for the
      Fund and/or other advisory clients of the Sub-adviser, transactions in
      such investments will be made for the Fund and/or such other clients in
      accordance with the Sub-adviser's allocation procedures for such
      investments, as may be amended from time to time and approved by the
      Board of Directors of the Fund.

      9.	Potential Conflicts of Interest.  No Fund assets may be invested in or
       with or lent to the Sub-adviser or any associate or affiliate of the
      Sub-adviser without the prior written consent of the Adviser and, to the
      extent legally required, the Board.  Such consent shall not operate so
      as to remove the responsibilities and obligations of the Sub-adviser to
      ensure that each investment is in accordance with the restrictions set
      forth in the Governing Documents.

      The Sub-adviser shall provide the Adviser with at least seven (7)
      Business Days' prior written notice before entering into any commission
      sharing agreements on behalf of the Fund. Notwithstanding the foregoing,
      the Sub-adviser shall satisfy itself that such arrangements are not in
      breach of restrictions set forth in the Governing Documents, or any
      applicable law, regulation, rules or policies.

      Other than the fees set forth in Schedule A, the Sub-adviser shall not
      provide to or accept from any third party any fee, commission, or any
      non-monetary benefit in relation to the services provided under this
      Agreement. At no time shall the Sub-adviser invest any of the Fund
      assets other than on an arm's length basis. The Fund may not be invested
      with schemes managed by the Sub-adviser (or any associate of the
      Sub-adviser) on behalf of other persons without obtaining the prior
      written consent of the Adviser and the Fund.

      The Sub-adviser may not cause the Fund to sell assets to or acquire
      assets from any fund or third party client managed by the Sub-adviser or
      any of its associates or affiliates without obtaining the prior written
      consent of the Adviser and the Fund.

      The Sub-adviser will ensure that any transactions which may involve a
      potential conflict of interest are promptly notified to the Adviser for
      prior approval by the Adviser and the Board with all relevant
      information. The Adviser shall after due consideration and in
      consultation with the Board of Directors of the Fund, notify the
      Sub-adviser whether to proceed with such transaction or not.  If the
      Adviser notifies the Sub-adviser to proceed, the Sub-adviser will ensure
      that any such transaction is effected on terms which are not materially
      less favorable to the Fund than if the potential conflict had not
      existed, subject to any applicable law, regulation, rules or policies.

      The Sub-adviser upon request (but no more frequently than on a quarterly
      basis) shall provide the Adviser with written reports setting out in
      appropriate detail (i) the amounts of brokerage and commissions charged
      in respect of dealings with securities relating to all clients of the
      Sub-adviser, including the Fund, and to include in the report particulars
       of the persons who charged those amounts and (ii) its soft dollar
      practices. Where a report is prepared under this paragraph, the
      Sub-adviser shall be entitled to protect the identity of its other
      clients, as required under applicable law, regulation or rules.

      10.	Adviser Access; Compliance with FSA and Other Regulatory
      Requirements. The Adviser and the Fund, their employees, and their agents
       (including but not limited to their auditors and legal advisers) shall,
      on reasonable notice, be entitled to examine all books and records and
      all relevant documents relating to the Fund kept by the Sub-adviser and
      at its own cost, take copies where necessary.

      The Sub-adviser shall also provide the Adviser and the Fund, their
      employees, their auditors, legal advisers and their agents promptly with
      all such reasonable assistance and access to the relevant Sub-adviser
      personnel as may be requested by the Adviser or the Fund to answer
      questions regarding the provision of the services under this Agreement.

      Either of the Adviser or the Fund may, on reasonable notice and at its
      cost, conduct an on site inspection from time to time of the Sub-adviser
      in order to assess its performance and ability to continue to meet its
      obligations under this Agreement. This may include attending the offices
      of the Sub-adviser, obtaining relevant documentation, and reviewing
      systems and operational procedures of the Sub-adviser.

      The rights under the foregoing paragraphs of this Paragraph 10 extend to
      the Adviser being entitled to require the Sub-adviser to permit the
      Financial Services Authority of the United Kingdom (the "FSA") and any
      other competent regulatory body access to the offices of the Sub-adviser
      and to the books, records and documents referred to in this Paragraph 10.
       Any visit by the FSA shall be subject to the Memorandum of Understanding
       (defined below).

      Subject to the Memorandum of Understanding between the FSA and the
      Monetary Authority of Singapore dated 7 October 2005 (the "Memorandum of
      Understanding"), upon written authorization from the Adviser, the
      Sub-adviser shall promptly provide the FSA and any other competent
      regulatory body with any information relating to the services provided
      under this Agreement as the FSA and any other competent regulatory body
      may request in writing for the purposes of carrying out its supervision
      of the Adviser in respect of the Adviser's authorization by the FSA or,
      as applicable, any other competent regulatory body.

      Subject to the Memorandum of Understanding, upon written direction by the
       Adviser, the Sub-adviser shall promptly forward to such address in the
      United Kingdom as the Adviser may specify in writing to the Sub-adviser
      all such information as the Adviser may request in writing to enable the
      Adviser to meet its obligations under the FSA rules or, as applicable
      other rules in respect of the services to be provided by the Sub-adviser
      to the Adviser under this Agreement, provided always disclosure of such
      information by the Sub-adviser will not cause the Sub-adviser to breach
      its confidentiality obligations under any rules. The Sub-adviser confirms
       that the right enforceable by the Adviser under this Paragraph 10 may
      additionally be enforced by the FSA or, as applicable, any other
      competent regulatory body such that the information which is the subject
      of the right under this Paragraph 10 may  be requested in writing by the
      FSA or, as applicable, any other competent regulatory body to be
      forwarded by the Sub-adviser to the FSA or, as applicable, any other
      competent regulatory body, and the Sub-adviser confirms that it shall,
      simultaneously with forwarding such information to the FSA or, as
      applicable, any other competent regulatory body, forward a copy thereof
      to the Adviser, marked for the attention of the Adviser's Chief
      Compliance Officer, provided always disclosure of such information by the
       Sub-adviser will not cause the Sub-adviser to breach its confidentiality
       obligations under any rules.

	11.	Anti-Corruption.  Each party undertakes to the other party that:

      (a)  it will not, and will procure that its affiliates will not, in the
      course of the carrying on the business contemplated in this Agreement,
      engage in any activity, practice or conduct which would constitute an
      offence under sections 1, 2 or 6 of the U.K. Bribery Act 2010 or
      equivalent or similar legislation in other relevant jurisdictions;

      (b)  it has and will maintain in place, and will procure that its
      affiliates have and will maintain in place, adequate procedures designed
      to prevent any associated person from undertaking any conduct that would
      give rise to an offense under section 7 of the U.K. Bribery Act 2010 and,
       to the extent applicable, equivalent or similar legislation in other
      relevant jurisdictions; and

      (c)  from time to time, at the reasonable request of the other party, it
      will confirm in writing that it has complied with its undertakings
      hereunder and will provide any information reasonably requested by the
      other party in support of such compliance.

      Breach of any of the undertakings in this Paragraph 11 shall be deemed to
       be a material breach for any other purpose under this Agreement.

      12.	Liability of the Sub-adviser; Standard of Care.  Absent willful
      misfeasance, bad faith, negligence, or reckless disregard of obligations
      or duties hereunder on the part of the Sub-adviser, the Sub-adviser shall
       not be liable for any act or omission in the course of, or connected
      with, rendering services hereunder or for any losses that may be
      sustained in the purchase, holding or sale of any security.  Subject to
      the foregoing, nothing herein shall constitute a waiver of any rights or
      remedies that the Fund may have under any federal or state securities
      laws. Any person, even though also employed by the Sub-adviser, who may
      be or become an employee of the Fund shall be deemed, when acting within
      the scope of his employment by the Fund, to be acting in such employment
      solely for the Fund and not as an employee or agent of the Sub-adviser.
      In no event will the Sub-adviser have any responsibility under this
      Agreement for any portion of the Fund other than the Managed Assets or
      for the acts or omissions of any other adviser or sub-adviser of the
      Fund. In particular, the Sub-adviser shall have no responsibility for
      the Fund's being in violation of any applicable law or regulation or
      investment policy or restriction or instruction applicable to the Fund
      as a whole or for the Fund's failing to qualify as a regulated investment
       company under the Internal Revenue Code of 1986, as amended (the
      "Code"), if the Fund's holding of the Managed Assets would not be deemed
      to be such a violation or if the Fund would not fail to qualify if the
      Managed Assets were deemed a separate series of the Fund or a separate
      "regulated investment company" under the Code.

      13.	Indemnification by the Sub-adviser.  The Sub-adviser hereby agrees to
       indemnify and hold harmless the Fund and the Adviser and their
      respective officers, directors, employees, agents, shareholders,
      controlling persons or other affiliates against any and all losses, costs
       and expenses resulting from the willful misfeasance, bad faith,
      negligent acts or reckless disregard of obligations or duties hereunder
      or the breach of any representation and warranty hereunder on the part
      of the Sub-adviser or any of its officers, directors, employees,
      affiliates or agents.

      14.	Indemnification by the Adviser.  Provided that the conduct of the
      Sub-adviser, its officers, directors, employees, agents, shareholders,
      controlling persons or other affiliates (each an "Indemnified Party") is
      consistent with the standard of care described in Paragraph 12 of this
      Agreement, The Adviser agrees to indemnify and hold harmless the
      Indemnified Parties for any losses, costs and expenses incurred or
      suffered by any Indemnified Party arising from any action, proceeding or
      claims which may be brought against such Indemnified Party in connection
      with the performance or non-performance of its functions under this
      Agreement, resulting from the willful misfeasance, bad faith or
      negligence of the Adviser.

      15.	 Renewal, Termination and Amendment.  This Agreement shall be
      effective for a period of two (2) years from the date hereof and shall
      continue in effect from year to year thereafter, provided that such
      continuance is specifically approved at least annually by (i) a majority
      of the members of the Board who are neither parties to this Agreement nor
       interested persons of the Fund, the Adviser, the Sub-adviser or of any
      entity .regularly furnishing investment advisory services with respect
      to the Fund pursuant to an agreement with the Adviser or the Sub-adviser,
       cast in person at a meeting called for the purpose of voting on such
      approval, and (ii) separately by the Board (all directors voting) or by
      vote of a majority of the Fund's outstanding voting securities.

      This Agreement may be terminated at any time without payment of any
      penalty, by the Adviser, the Board, or by a vote of a majority of the
      outstanding voting securities of the Fund upon 60 days' prior written
      notice to the Sub-adviser or by the Sub-adviser upon 90 days' prior
      written notice to the Adviser, or upon such shorter notice as may be
      mutually agreed upon.  This Agreement may also be terminated, without
      the payment of any penalty, by the Adviser (i) upon material breach by
      the Sub-adviser of any representations and warranties set forth in this
      Agreement, if such breach has not been cured within seven days after
      written notice of such breach or (ii) immediately if, in the reasonable
      judgment of the Adviser, the Sub-adviser becomes unable to discharge its
      duties and obligations under this Agreement, including circumstances such
       as the insolvency of the Sub-adviser, the termination, resignation or
      other loss of a key portfolio manager, or other circumstances that the
      Adviser determines could adversely affect the Fund. This Agreement shall
      terminate automatically and immediately upon termination of the
      Management Agreement.  This Agreement shall terminate automatically and
      immediately in the event of its assignment. The terms "assignment" and
      "vote of a majority of the outstanding voting securities" shall have the
      meanings set forth for such terms in the 1940 Act and the regulations
      thereunder.

      In the event of a termination of this Agreement, those paragraphs of the
      Agreement which govern the conduct of the parties' future interactions
      with respect to the Sub-adviser having provided investment advisory
      services to the Fund for the duration of the Agreement, including, but
      not limited to, paragraphs 4(i), 12, 13, 14, 15, 16, 17, 18, 19, 20 and
      21 shall survive the termination of the Agreement.

      This Agreement may be amended at any time by the Sub-adviser and the
      Adviser, subject to approval by the Board and, if required by applicable
      SEC rules and regulations, a vote of a majority of the Fund's outstanding
       voting securities.

      16.	Confidentiality and Data Protection.  "Confidential Information"
      includes (without limitation): (i) any information or recommendation
      supplied by one party ("Disclosing Party"), which is not otherwise in the
       public domain or previously known to the other party ("Recipient") in
      connection with the performance of the Disclosing Party's obligations
      hereunder,  (ii) details of Disclosing Party's investment discretion
      (iii) details of holdings and transactions, (iv) details of the
      calculation of Disclosing Party's fees, (v) details of the internal
      business operations, investment processes, business plans and business
      strategy of Disclosing Party, (vi) details obtained from third parties
      to whom Disclosing Party owes a duty of confidence, including the Fund,
      (viii) information relating to other clients of the Disclosing Party,
      (ix) personal information relating to Disclosing Party's staff and, (x)
      details of soft commission and bundling arrangements.

      Unless prior written approval has been obtained from the Disclosing
      Party, the Recipient will not disclose Disclosing Party's Confidential
      Information, either before or after the termination of this Agreement,
      to any party not authorized by Disclosing Party to receive the same.
      This obligation shall not apply to Disclosing Party's Confidential
      Information which Recipient discloses to the Fund, or is bound to
      disclose by law or regulation, or which is requested by competent
      regulatory or fiscal authorities or court of competent jurisdiction or
      which is confidentially disclosed to the Recipient's advisers, where
      reasonably necessary for the performance of their professional services.

      Each party acknowledges that the other party's Confidential Information
      is the exclusive property of the other party, is not within the public
      domain and is protected by copyright and other intellectual property
      rights. Each party therefore further agrees not to use or permit the use
      of the other party's Confidential Information:

      (a) for any illegal purpose or otherwise than in compliance with
      applicable rules, law or regulation.

      (b) for the purpose of creating (whether by itself, in conjunction with
      or by or through any third party) any financial product or service in
      competition with the other party (i) which seeks to match the performance
       of; or (ii) whose capital and/or income value is related to; the other
      party's Confidential Information, the Fund or the performance of the
      Fund.

      (c) which generally exploits the other party's Confidential Information
      to benefit the Sub-adviser or a third party other than by the other
      party's performance of its obligations hereunder.

      Each party will not do or suffer any act which reasonably would or might
      prejudice or bring into disrepute the business reputation of the other.
      The provision set out in this paragraph shall not prejudice the parties'
      ability to enforce their legal rights including but not limited to under
      contract and tort.

      Neither party is obliged to disclose to the other party or to take into
      consideration information which if disclosed to the other party would or
      might be a breach of duty or confidence to any other person.

      The Sub-adviser, and where relevant the Fund's custodians, will act as
      data controllers (and in certain circumstances, data processors) within
      the meaning of the United Kingdom Data Protection Act 1998 (the "Data
      Protection Act").  The Adviser hereby consents to the processing and use
      by the Sub-adviser, and where relevant the Fund's custodians, and its (or
       their) agents and associates or affiliates of any personal data (as
      defined in the Data Protection Act) given by the Adviser under this
      Agreement for the provision of services to the Adviser and / or the Fund,
       which may include the transfer of such data out of the European Economic
       Area (as defined in the Data Protection Act).  Such data may also be
      used by the Sub-adviser and its agents and associates or affiliates to
      update the Adviser'?s records.

      Both parties acknowledge and agree that damages would not be an adequate
      remedy for any breach of this Paragraph 16 and that accordingly in
      addition to any other remedies that may be available to, the parties
      shall be entitled (but not limited) to seek interdict, injunctive or
      other equitable relief restraining the other from breaching this
      Paragraph 16.

      17.	 Sub-adviser Insurance.  The Sub-adviser, its affiliates and
      associates involved in the carrying out of obligations under this
      Agreement have, and will maintain in full force, with a reputable
      insurance carrier fidelity, professional indemnity and all risk losses
      insurance with an adequate level of coverage (taking into account the
      activities of the Sub-adviser and its affiliates and associates). The
      Sub-adviser will upon request promptly provide the Adviser and the Fund
      with written evidence of such insurances (including the levels of cover
      provided) and shall notify the Adviser and the Fund as soon as reasonably
       practicable of any material changes in such insurances or any failure to
       maintain such insurances in full force.

      18.	Third-Party Beneficiaries.  The Fund is hereby expressly made a
      third-party beneficiary under this Agreement, and it shall be entitled to
       enforce this Agreement against the Sub-adviser, and to bring an action
      against the Sub-adviser in respect of any failure to perform its
      obligations under this Agreement as if the Fund were a party hereto,
      and the Sub-adviser expressly consents to the foregoing.  Except as
      provided in the preceding sentence, neither the Adviser nor Sub-adviser
      intends for this Agreement to benefit any third-party not expressly named
      in this Agreement.

      19.	Severability.  If any provision of this Agreement shall be held or
      made invalid by a court decision, statue, rule or otherwise, the
      remainder of this Agreement shall not be affected thereby.

      20.	Governing Law.  This Agreement shall be construed and enforced in
      accordance with and governed by the laws of the State of New York,
      without giving effect to conflicts of laws rules.

      21.	Miscellaneous.  Each party agrees to perform such further actions
      and execute such further documents as are necessary to effectuate the
      purposes hereof.  The captions in this Agreement are included for
      convenience only and in no way define or delimit any of the provisions
      hereof or otherwise affect their construction or effect.  This Agreement
      may be executed in several counterparts, all of which together shall for
      all purposes constitute one Agreement, binding on the parties.

      22.	Notices.  Any notices hereunder shall be in writing and shall be
      served by hand, or by being sent by facsimile or post or courier to the
      address for notices set forth below of the party on which it is to be
      served.  Any such notice shall be deemed to have been served at the time
      of delivery (if delivered by hand) within two hours of the time of
      receipt of confirmed answerback (if served by facsimile) or at the
      expiration of two Business Days after posting (if served by post or via
      courier). Evidence that the notice was properly addressed, stamped and
      posted shall be conclusive evidence of posting. For the avoidance of
      doubt, notices may be sent by email to and from the designated contacts
      noted below (and shall take effect on confirmed receipt) provided always
      that this is backed up by a fax transmission of such notice within 24
      hours.

Adviser
Address for Notices  Martin Currie, Inc.
Saltire Court
20 Castle Terrace
Edinburgh
EH1 2ES
Telephone: 0131 229 5252
Fax: 0131 228 5959
e-mail: asowerby@martincurrie.com
Attention:


Sub-adviser APS Asset Management Pte Ltd.
Address for notices 3 Anson Road #23-01 Springleaf Tower Singapore 079909
Telephone: +65 63338600
Fax: +65 63338900
e-mail limmengtat@aps.com.sg / cs@aps.com.sg
Attention: Mr. Lim Meng Tat, CEO

      23.	Dispute Resolution.

      (a)  Subject to subsection (b) below, in the event of a dispute between
      the parties relating to their rights and/or obligations, as between them
      or to one another, under this Agreement, the matter in dispute shall be
      referred by the Sub-adviser to a senior employee of the Sub-adviser and
      by the Adviser to a senior employee of the Adviser to resolve. To the
      extent that the matter has not been resolved by such senior employees
      within a 10 Business Day-period of the matter being referred to them,
      the matter shall be referred to a director of each of the Sub-adviser
      and the Adviser.  To the extent that such directors have not been able
      to resolve the matter within a further 10 Business Days, the matter may
      be referred by either party to, and finally resolved by, arbitration
      under the Rules of the London Court of International Arbitration (save
      that, notwithstanding anything in those Rules of the London Court of
      International Arbitration, the parties preserve their right to appeal
      or refer to the English courts on questions of law).  The number of
      arbitrators shall be three (3). The seat of the arbitration shall be
      London, England and the arbitration proceedings shall be conducted in
      the English language and the award shall be in English.

      (b) In the event a dispute involves a claim, defense, right or other
      interest asserted by or on behalf of the Fund, each party hereto
      irrevocably agrees that any suit, action or proceeding shall be subject
      to the jurisdiction of the United States District Court for the Southern
      District of New York or the Supreme Court of the State of New York, New
      York County, and each party hereto irrevocably submits to the
      jurisdiction of each such court in connection with any such suit, action
      or proceeding. Each party hereto waives any objection to the laying of
      venue of any such suit, action or proceeding in either such court, and
      waives any claim that such suit, action or proceeding has been brought
      in an inconvenient forum Each party hereto irrevocably consents to
      service of process in connection with any such suit, action or proceeding
       by mailing a copy thereof in English by registered or certified mail,
      postage prepaid, to their respective addresses as set forth in the
      Agreement.


IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first written above.


Martin Currie, Inc.

                               By: Jacqui Hughes
                                     Name: Jacqui Hughes
                        	 Title: Director, Head of Asia business platform


                               APS Asset Management Pte Ltd

                                By: Lim Meng Tat
                                 Name: Lim Meng Tat
                                 Title: Chief Executive Officer




Schedule A

The Sub-adviser shall receive a fee for its services under this Agreement,
computed daily and payable monthly, at the annual rate of 0.50% on the total
net assets under management.

The net asset value of the Managed Assets shall be determined in the manner
provided in the Fund's valuation policy, as the same may be amended or revised
from time to time.







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77C VOTES
<SEQUENCE>4
<FILENAME>77c.txt
<DESCRIPTION>77C
<TEXT>
Item 77C  Submission of matters to a vote of security holders

The Annual Meeting of Stockholders (the Meeting) was held on
February 23, 2012 in New York.  The voting results for each of
the two proposals considered at the annual stockholders meeting
are as follows:

1.	Election of Directors  The stockholders of the Fund
elected Michael F. Holland, Joe O. Rogers, Bing Shen, M. Christopher
Canavan, Jr. and Anthony Kai Yiu Lo to the Board of Directors to hold
office until their successors are elected and qualified.



Director			Votes cast for	     Votes withheld
Michael F. Holland		10,115,559		4,613,423
Joe O. Rogers			3,387,485		11,341,497
Bing Shen			9,881,525		4,847,457
M. Christopher Canavan, Jr.	3,430,069		11,298,913
Anthony Kai Yiu Lo		3,374,257		11,354,725

2.	Approval of the proposed Investment Advisory and Management
Agreement between the Fund and Martin Currie, Inc. and the proposed
Sub-Advisory Agreement between Martin Currie and APS Asset Management
 Pte Ltd.

For		Against		Abstain		Non-votes
12,353,463	403,861		13,016		1,958,642


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
