<SEC-DOCUMENT>0001410368-14-000690.txt : 20141029
<SEC-HEADER>0001410368-14-000690.hdr.sgml : 20141029
<ACCEPTANCE-DATETIME>20141029113302
ACCESSION NUMBER:		0001410368-14-000690
CONFORMED SUBMISSION TYPE:	NSAR-B
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20140831
FILED AS OF DATE:		20141029
DATE AS OF CHANGE:		20141029
EFFECTIVENESS DATE:		20141029

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-B
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-04893
		FILM NUMBER:		141179110

	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-B
<SEQUENCE>1
<FILENAME>answer.fil
<DESCRIPTION>ANSWER FILE
<TEXT>
<PAGE>      PAGE  1
000 B000000 08/31/2014
000 C000000 0000804123
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 6.1
000 J000000 A
001 A000000 THE TAIWAN FUND, INC.
001 B000000 811-4893
001 C000000 8778645056
002 A000000 One Lincoln Street, P.O. Box 5049
002 B000000 Boston
002 C000000 MA
002 D010000 02111
002 D020000 5049
003  000000 N
004  000000 N
005  000000 N
006  000000 N
007 A000000 N
007 B000000  0
007 C010100  1
008 A000001 Allianz Global Investors U.S. LLC
008 B000001 A
008 C000001 801-69803
008 D010001 New York
008 D020001 NY
008 D030001 10019
008 A000002 JF International Management Inc.
008 B000002 A
008 C000002 801-000000
008 D010002 Hong Kong
008 D050002 PRC
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
012 A000002 COMPUTERSHARE TRUST CO. N.A.
012 B000002 85-113400
012 C010002 CANTON
012 C020002 MA
012 C030002 02021
013 A000001 TAIT, WELLER & BAKER LLP
<PAGE>      PAGE  2
013 B010001 PHILADELPHIA
013 B020001 PA
013 B030001 19103
015 A000001 STATE STREET BANK AND TRUST COMPANY
015 B000001 C
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
015 A000003 STANDARD CHARTERED BANK (HONG KONG) LIMITED
015 B000003 S
015 C010003 HONG KONG
015 D010003 HONG KONG
015 E040003 X
018  000000 Y
019 A000000 N
019 B000000    0
020 A000001 KGI SECURITIES CO. LTD.
020 C000001     77
020 A000002 GOLDMAN SACHS (ASIA) L.L.C.
020 C000002     74
020 A000003 MERRILL LYNCH SECURITIES (TAIWAN) LTD.
020 C000003     52
020 A000004 YUANTA FINANCIAL HOLDING CO., LTD.
020 C000004     46
020 A000005 ENTRUST SECURITIES CORP.
020 C000005     41
020 A000006 MORGAN STANLEY TAIWAN LIMITED
020 C000006     39
020 A000007 FUBON FINANCIAL HOLDING CO., LTD.
020 C000007     33
020 A000008 CREDIT SUISSE FIRST BOSTON
020 B000008 13-5659485
020 C000008     27
020 A000009 NOMURA INTL (HONG KONG) LIMITED TAIPEI BRANCH
020 C000009     21
020 A000010 MASTERLINK SEC., CO.
020 C000010     21
021  000000      535
022 A000001 GOLDMAN SACHS (ASIA) L.L.C.
022 C000001     86015
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022 A000002 KGI SECURITIES CO. LTD.
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022 A000003 MERRILL LYNCH SECURITIES (TAIWAN) LTD.
<PAGE>      PAGE  3
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022 C000004     21529
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022 A000005 MORGAN STANLEY TAIWAN LIMITED
022 C000005     22619
022 D000005     15095
022 A000006 YUANTA FINANCIAL HOLDING CO., LTD.
022 C000006     18183
022 D000006     18911
022 A000007 FUBON FINANCIAL HOLDING CO., LTD.
022 C000007     15264
022 D000007     17496
022 A000008 CREDIT SUISSE FIRST BOSTON
022 B000008 13-5689485
022 C000008     15888
022 D000008      8914
022 A000009 NOMURA INTL (HONG KONG) LIMITED TAIPEI BRANCH
022 C000009     12046
022 D000009      9485
022 A000010 MASTERLINK SEC., CO.
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025 A000001 FUBON FINANCIAL HOLDING CO., LTD.
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SIGNATURE   WILLIAM C. COX
TITLE       TREASURER

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>ex77b.txt
<DESCRIPTION>AUDITOR'S LETTER ON INTERNAL CONTROLS
<TEXT>








REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM



To the Board of Directors
The Taiwan Fund, Inc.
Boston, Massachusetts

In planning and performing our audit of the
financial statements of the Taiwan Fund, Inc. (the
"Fund"), as
of and for the year ended August 31, 2014, in
accordance with the standards of the Public Company
Accounting Oversight Board (United States), we
considered their internal control over financial
reporting,
including control activities for safeguarding
securities, as a basis for designing our auditing
procedures
for the purpose of expressing our opinion on the
financial statements and to comply with the
requirements
of Form N-SAR, but not for the purpose of
expressing an opinion on the effectiveness of the
Fund's
internal control over financial reporting.
Accordingly, we express no such opinion.

The management of the Fund is responsible for
establishing and maintaining effective internal
control
over financial reporting.   In fulfilling this
responsibility, estimates and judgments by
management are
required to assess the expected benefits and
related costs of controls.   A company's internal
control over
financial reporting is a process designed to
provide reasonable assurance regarding the
reliability of
financial reporting and the preparation of
financial statements for external purposes in
accordance with
generally accepted accounting principles.   A
company's internal control over financial reporting
includes
those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable
detail,
accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2)
provide
reasonable assurance that transactions are recorded
as necessary to permit preparation of financial
statements in accordance with generally accepted
accounting principles, and that receipts and
expenditures of the company are being made only in
accordance with authorizations of management and
directors of the company; and (3) provide
reasonable assurance regarding prevention or timely
detection
of unauthorized acquisition, use or disposition of
a company's assets that could have a material
effect on
the financial statements.

Because of inherent limitations, internal control
over financial reporting may not prevent or detect
misstatements.   Also, projections of any
evaluation of effectiveness to future periods are
subject to the
risk that controls may become inadequate because of
changes in conditions, or that the degree of
compliance with the policies or procedures may
deteriorate.

A deficiency in internal control over financial
reporting exists when the design or operation of a
control
does not allow management or employees, in the
normal course of performing their assigned
functions, to
prevent or detect misstatements on a timely basis.
A material weakness is a deficiency, or combination
of deficiencies, in internal control over financial
reporting, such that there is a reasonable
possibility that a
material misstatement of the company's annual or
interim financial statements will not be prevented
or
detected on a timely basis.








Our consideration of the Fund's internal control
over financial reporting was for the limited
purpose
described in the first paragraph and would not
necessarily disclose all deficiencies in internal
control that
might be material weaknesses under standards
established by the Public Company Accounting
Oversight
Board (United States).   However, we noted no
deficiencies in the Fund's internal control over
financial
reporting and its operation, including controls for
safeguarding securities, which we consider to be
material weaknesses, as defined above, as of August
31, 2014.

This report is intended solely for the information
and use of management, Shareholders and Board of
Directors of the Taiwan Fund, Inc. and the
Securities and Exchange Commission, and is not
intended to
be and should not be used by anyone other than
these specified parties.





		/s/TAIT, WELLER & BAKER LLP

Philadelphia, Pennsylvania
October 28, 2014







To the Board of Directors
The Taiwan Fund, Inc.
Page Two

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77C VOTES
<SEQUENCE>3
<FILENAME>ex77c.txt
<DESCRIPTION>SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
<TEXT>
Item 77C  Submission of matters to a vote of
security holders

The Annual Meeting of Stockholders (the Meeting)
was held on May 14, 2014 in New York.
The voting results for each of the two proposals
considered at the annual stockholders meeting
are as follows:


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

Director				Votes cast for
	Votes withheld
Michael F. Holland		6,600,476
	287,202
Joe O. Rogers			6,685,724
	201,954
M. Christopher Canavan, Jr.		4,534,259
	2,353,419
Anthony Kai Yiu Lo		2,419,469
	4,468,209
William C. Kirby			6,675,192
	212,486


Investment Advisory Agreement.  The stockholders of
the Fund did not approve the proposed
Investment Advisory Agreement between the Fund and
Allianz Global Investors U.S. LLC.

For			Against		Abstain
	Non-votes
1,800,081		4,404,446		5,977
	889,650


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>4
<FILENAME>exq1_amendedbylaws20140813.txt
<DESCRIPTION>AMENDED BY-LAWS
<TEXT>
AMENDED AND RESTATED
BY-LAWS
of
THE TAIWAN FUND, INC.
(as amended on August 13, 2014)
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 2
Avenue de Lafayette, P.O. Box 5049, 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.
             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
one third of the stock issued and outstanding
and entitled to vote thereat, present in person or
represented by proxy, shall be requisite to, and
shall
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. Elections of Directors shall be
decided by a majority of the votes cast at a duly
constituted meeting of stockholders.
             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
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
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
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
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; Tender of
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. Any Director who is
nominated for re-
election at a meeting of stockholders and is not
re-elected at that meeting shall be deemed to have
tendered to the Board of Directors his or her
resignation as a Director, with such resignation to
take effect
30 days after the date of the meeting unless the
Board of Directors unanimously decides to reject
that
Director's tender of resignation, in which case the
Director shall continue in office until his death,
resignation or removal or until his successor shall
have been elected and shall have been qualified.
             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.
             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.
             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
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., 50% 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
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 shall include a President (who
may be a Director), a Chief Compliance Officer, a
Secretary and a Treasurer.  The Board of Directors
or the Executive Committee may also in its
discretion
appoint one or more Vice-Presidents (the number
thereof to be determined by the Board of
Directors),
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 or more offices, except those
of
President and Vice-President, may be held by the
same person, but no officer shall 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.  The position of Chairman of the Board
shall not be
an office of the Corporation.  However, an officer
of the Corporation may serve as Chairman of the
Board
provided that the Corporation does not rely on any
rules under the Investment Company Act of 1940, as
amended, which require such Chairman to be a
Director who is not an "interested person" of the
Corporation as defined in the Investment Company
Act of 1940, as amended.  The Chairman of the Board
shall serve for such time and with such authority
as the Directors may, in their discretion, so
designate.
             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
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.
             Section 5.10.	Chief Compliance
Officer.  The Chief Compliance Officer (the "CCO")
shall perform the functions of the Corporation's
chief compliance officer as described in Rule 38a-1
under the Investment Company Act of 1940, as
amended. The CCO shall have primary responsibility
for
administering the Corporation's compliance policies
and procedures adopted pursuant to Rule 38a-1 (the
"Compliance Program") and reviewing the Compliance
Program, in the manner specified in Rule 38a-1,
at least annually, or as may be required by Rule
38a-1, as may be amended from time to time.  The
CCO
shall report directly to the Board of Directors
regarding the Compliance Program.
             Section 5.11.	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
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.	Form and Execution of
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.	Certificates of Stock
Form and Issuance (a) Issuance. The shares of the
Fund shall be represented by certificates unless
the Board of Directors shall by resolution provide
that
some or all of the shares of the Fund shall be
uncertificated shares.  Any such resolution shall
not apply to
shares represented by certificate until the
certificate is surrendered to the Fund.
Notwithstanding the
adoption of any resolution providing for
uncertificated shares, every holder of shares of
the Fund
represented by certificates and upon request every
holder of uncertificated shares shall be entitled
to have
a certificate signed by, or in the name of the Fund
by, the Chairman of the Board, or the President or
any
Vice President and by the Secretary or any
Assistant Secretary or the Treasurer or an
Assistant Treasurer,
representing the number of shares registered in
certificate form.
             Section 7.3.	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
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 7.4.	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.


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.
             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
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
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 to other persons except the
Corporation may lend portfolio securities in an
amount not exceeding 331/3% of the Fund's net
assets; 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
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.
Approved:  January 26, 2004
Amended:  October 20, 2006
Amended April 23, 2007
Amended October 23, 2007
Amended July 18, 2014
Amended August 13, 2014
2

1
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>5
<FILENAME>exq1_intinvadvagreewithjfimi.txt
<DESCRIPTION>INTERIM INVESTMENT ADVISORY AGREEMENT WITH JFIMI
<TEXT>

INTERIM INVESTMENT ADVISER AGREEMENT

AGREEMENT, dated and effective as of 12:00 A.M. EST
(Hong Kong time) July 22, 2014
(the "Agreement"), between THE TAIWAN FUND, INC., a
Maryland corporation with
registered address at Two Avenue De Lafayette, PO
Box 5049 (02206-5049), Boston MA
02111 (herein referred to as the "Fund"), and JF
INTERNATIONAL MANAGEMENT,
INC., a corporation organized in the British Virgin
Islands with principal place of business at
21st Floor, Chater House, 8 Connaught Road Central,
Hong Kong (herein referred to as the
"Adviser").

WHEREAS, the Fund desires to retain the Adviser to
render to it interim investment advisory
and management services, and the Adviser is willing
to render such services on an interim
basis in accordance with Rule 15a-4 of the
Investment Company Act of 1940, as amended,
(the "1940 Act"); and

NOW THEREFORE, in consideration of the mutual
covenants hereinafter contained, it is
hereby agreed by and between the parties hereto as
follows:

1. The Adviser hereby undertakes and agrees, upon
the terms and conditions herein set forth,
(i) to make investment decisions for the Fund, to
prepare and make available to the Fund
research and statistical data in connection
therewith and to supervise the acquisition and
disposition of securities by the Fund, including
the selection of brokers or dealers to carry out
the transactions, all in accordance with the Fund's
investment objectives and policies and in
accordance with guidelines and directions from the
Fund's Board of Directors; (ii) to assist
the Fund as it may reasonably request in the
conduct of the Fund's business, subject to the
direction and control of the Fund's Board of
Directors; (iii) to maintain or cause to be
maintained for the Fund all books, records, reports
and any other information required under
the 1940 Act and to furnish or cause to be
furnished all required reports or other information
under Taiwan securities laws, to the extent that
such books, records and reports and other
information are not maintained or furnished by the
custodian or other agents of the Fund; (iv)
to report regularly to the Fund's Board of
Directors on the investment program for the Fund
and to furnish the Fund's Board of Directors such
periodic and special reports as the Fund's
Board of Directors may reasonably request,
including, but not limited to, reports concerning
investment transactions and performance of the
Fund; (v) to provide  reasonable assistance to
the Fund's administrator as needed in the
preparation of reports and notices by the Fund to
stockholders, in the preparation of filings with
the Securities and Exchange Commission (the
"SEC") and other regulatory and self-regulatory
organizations, including preliminary and
definitive proxy materials and post-effective
amendments to the Fund's registration statement
on Form N-2 under the Securities Act of 1933, as
amended, and the 1940 Act, as amended
from time to time, (vi) to provide reasonable
assistance to the Fund's Board of Directors or
the Fund's administrator  to determine or confirm
the value of any portfolio security for
which the Fund's administrator seeks assistance
from the Adviser or identifies for review by
the Adviser, (v) to the extent permitted, to assist
in such marketing and investor relations
activities with respect to the Fund as the Fund may
reasonably request, (vi) to vote the Fund's
proxies only in accordance with the Adviser's proxy
voting policies in effect from time to
time, provided that the Fund's Board of Directors
has approved the Adviser's proxy voting
guidelines including any amendments from time to
time; and (vii) to pay the salaries and
expenses of such of the Fund's officers and
directors as are directors, officers or employees
of the Adviser (and to permit its directors,
officers or employees to so serve if elected to
such
positions by the Fund's Board of Directors);
provided, however, that the Fund, and not the
Adviser, shall bear travel expenses (or an
appropriate portion thereof) of directors and
officers of the Fund who are directors, officers or
employees of the Adviser to the extent that
such expenses relate to attendance at meetings of
the Board of Directors of the Fund or any
committees thereof or advisers thereto and provided
further that such expenses are incurred in
accordance with the Fund's travel policy in effect
at the time. The Adviser shall bear all
expenses arising out of its duties hereunder but
shall not be responsible for any expenses of
the Fund other than those specifically allocated to
the Adviser in this paragraph 1. In
particular, but without limiting the generality of
the foregoing, the Adviser shall not be
responsible for the following expenses of the Fund:
organization and certain offering
expenses of the Fund (including out-of-pocket
expenses, but not including overhead or
employee costs of the Adviser or of any one or more
organizations acting as "participating
affiliate" of the Adviser); fees payable to any
consultants, including an advisory board, if
applicable; legal expenses; auditing and accounting
expenses; telephone, telex, facsimile,
postage and other communication expenses; taxes and
governmental fees; stock exchange
listing fees; fees, dues and expenses incurred by
the Fund in connection with membership in
investment company trade organizations; fees and
expenses of the Fund's custodians,
subcustodians, transfer agents and registrars;
payment for portfolio pricing or valuation
services to pricing agents, accountants, bankers
and other specialists, if any; expenses of
preparing share certificates and other expenses in
connection with the issuance, offering,
distribution, sale or underwriting of securities
issued by the Fund; expenses of registering or
qualifying securities of the Fund for sale;
expenses relating to investor and public relations;
freight, insurance and other charges in connection
with the shipment of the Fund's portfolio
securities; brokerage commissions or other costs of
acquiring or disposing of any portfolio
securities of the Fund; expenses of preparing and
distributing reports, notices and dividends
to stockholders; costs of stationery; costs of
stockholders' and other meetings; litigation
expenses; or expenses relating to the Fund's
dividend reinvestment and cash purchase plan
(except for brokerage expenses paid by participants
in such plan).

2. The Fund acknowledges that in rendering
investment advisory services to the Fund under
this Agreement, the Adviser may use the resources
of its affiliate, JPMorgan Asset
Management (Taiwan) Limited ("JPMAM Taiwan") that
is not registered under the U.S.
Investment Advisers Act of 1940 (the "Advisers
Act") to provide non-discretionary
investment advice to the Adviser and execute
portfolio trades for the Fund.   JPMAM Taiwan
is a "participating affiliate" of the Adviser as
that term is used in relief granted by the staff of
the SEC allowing U.S. registered advisers to use
investment advisory and trading resources
of unregistered non-U.S. advisory affiliates
subject to the regulatory supervision of the
registered adviser. JPMAM Taiwan and its employees
who provide services to the Fund are
considered under the Memorandum of Understanding
("MOU") between  the Adviser and
JPMAM Taiwan to be "associated persons" of the
Adviser as that term is defined in the
Advisers Act for purposes of the Adviser's required
supervision.

3. In the selection of brokers or dealers and the
placing of orders for the purchase and sale of
portfolio investments for the Fund, the Adviser
shall seek to obtain for the Fund the most
favorable price and execution available, except to
the extent it may be permitted to pay higher
brokerage commissions for brokerage and research
services as described below. In using its
best efforts to obtain for the Fund the most
favorable price and execution available, the
Adviser, bearing in mind the Fund's best interests
at all times, shall consider all factors it
deems relevant, including by way of illustration,
price, the size of the transaction, the nature
of the market for the 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's Board of Directors may determine,
the Adviser shall not be deemed to have acted
unlawfully or to have breached any duty
created by this Agreement or otherwise solely by
reason of its having caused the Fund to pay
a broker or dealer that provides brokerage and
research services to the Adviser 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
Adviser determines in good faith that such amount
of commission was reasonable in relation
to the value of the brokerage and research services
provided by such broker or dealer, viewed
in terms of either that particular transaction or
the Adviser's overall responsibilities with
respect to the Fund and to other clients of the
Adviser as to which the Adviser exercises
investment discretion. In selecting brokers or
dealers to execute a particular transaction and in
evaluating the best overall terms available, the
Adviser may consider the brokerage and
research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act
of 1934) provided to the Fund and/or other accounts
over which the Adviser or an affiliate
exercises investment discretion. The Fund hereby
agrees with the Adviser that any entity or
person associated with the Adviser which is a
member of a national securities exchange is
authorized to effect any transaction on such
exchange for the account of the Fund which is
permitted by Section 11(a) of the Securities
Exchange Act of 1934 (the "1934 Act"), subject
to compliance with the 1940 Act and the rules
thereunder.

4. The services to be rendered and expenses to be
borne by the Adviser hereunder will be
rendered and borne by the Adviser without fee.

5. The Adviser agrees that it will not make a short
sale of any capital stock of the Fund or
purchase any share of the capital stock of the Fund
otherwise than for investment. Where the
Adviser provides services to the Fund in relation
to derivative products, including futures
contracts and options, the Adviser shall provide to
the Fund, upon request, product
specifications and prospectus or offering documents
(if any).

6. Nothing herein shall be construed as prohibiting
the Adviser from providing investment
advisory services to, or entering into investment
advisory agreements with, other clients
(including other registered investment companies),
including clients which may invest in
securities of Taiwan issuers, except that the
Adviser shall notify the Fund where it acts as the
investment adviser or investment manager to any
other investment company that is listed on
the New York Stock Exchange and has a policy to
invest primarily in Taiwan securities.  The
Fund acknowledges and agrees that the Adviser will
not give such notice to the Fund until its
appointment as adviser to another investment
company is public information. In addition, the
Adviser may not utilize information furnished to
the Adviser by advisers and consultants to
the Fund in providing investment management
services to another New York Stock Exchange
listed investment company with a policy to invest
primarily in Taiwan securities.  Nothing
contained herein shall be construed as constituting
the Adviser as an agent of the Fund.

Whenever the Fund and one or more other accounts or
investment companies advised by the
Adviser have available funds for investment,
investments suitable and appropriate for each
shall be allocated in accordance with procedures
believed by the Adviser to be equitable to
each entity, which procedures and any amendments
thereto shall be provided to the Fund's
Board for review. Similarly, opportunities to sell
securities shall be allocated in a manner
believed by the Adviser to be equitable. The Fund
recognizes that in some cases this
procedure may adversely affect the size of the
position that may be acquired or disposed of
for the Fund. In addition, the Fund acknowledges
that the persons employed by the Adviser
to assist in the performance of the Adviser's
duties hereunder will not devote their full time to
such service and nothing contained herein shall be
deemed to limit or restrict the right of the
Adviser or any affiliate of the Adviser to engage
in and devote time and attention to other
businesses or to render services of whatever kind
or nature.

7. (a) The Adviser does not guarantee the future
performance of the Fund or any specific
level of performance, the success of any investment
decision or strategy that the Adviser may
use, or the success of the Adviser's overall
management of the Fund. The Fund understands
that investment decisions made for the Fund by the
Adviser are subject to various market,
currency, economic, political and business risks,
and that those investment decisions will not
always be profitable.

(b) The Adviser may rely on information reasonably
believed by it to be accurate and
reliable. Neither the Adviser nor its officers,
directors, employees or agents 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 Adviser in the performance of
its duties or by reason of reckless disregard
on the part of the Adviser of its obligations and
duties under this Agreement. Any person,
even though also employed by the Adviser, who may
be or become an employee of the Fund
and paid by 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 Adviser.

(c) Neither party shall be liable to the other for
any indirect, consequential, punitive or special
loss or damages under this Agreement.

8. (a) The Adviser agrees to indemnify the Fund
for, and hold it harmless against, any and all
losses, claims, damages, liabilities (including
amounts paid in settlement with the written
consent of the Adviser) or litigation (including
reasonable legal and other expenses) to which
the Fund may become subject ("Losses") as a direct
result of Adviser's willful  misfeasance,
bad faith or gross negligence in the performance of
its duties or from reckless disregard by it
of its obligations and duties under this Agreement;
provided, however, that nothing contained
herein shall require that the Fund be indemnified
for Losses that resulted from the Fund's  or
its agent's willful misfeasance, bad faith or gross
negligence in the performance of its duties
or from reckless disregard by it of its obligations
and duties under this Agreement; further
provided that the Adviser shall have been given
written notice concerning any matter for
which indemnification is claimed under this
Section.

	(b) The Fund agrees to indemnify the Adviser
for, and hold it harmless against, any
and all Losses to which the Adviser may become
subject as a direct result of this Agreement
or the Adviser's performance of its duties
hereunder; provided, however, that nothing
contained herein shall require that the Adviser be
indemnified for Losses that resulted from
the Adviser's willful misfeasance, bad faith or
gross negligence in the performance of its
duties or from reckless disregard by it of its
obligations and duties under this Agreement;
provided that the Fund shall have been given
written notice concerning any matter for which
indemnification is claimed under this Section.

9. This Agreement shall be in effect for an initial
term until December 19, 2014, unless
sooner terminated in accordance with this
Agreement. This Agreement may nevertheless be
terminated  without penalty at any time with or
without cause, on 10 days' written notice by
the Fund's Board of Directors or by the Adviser to
each other, or by vote of holders of a
majority of the outstanding voting securities of
the Fund.

This Agreement shall automatically be terminated in
the event of its assignment. Any notice
to the Fund or the Adviser shall be deemed given
when received by the addressee.

10. This Agreement may not be transferred,
assigned, sold or in any manner hypothecated or
pledged by either party hereto, except as permitted
under the 1940 Act or rules and
regulations adopted thereunder. It may be amended
by mutual agreement of the parties, but
only after authorization of such amendment by the
affirmative vote of (i) a majority of the
members of the Fund's Board of Directors who are
not parties to this Agreement or interested
persons of any party to this Agreement, or of any
entity regularly furnishing investment
advisory services with respect to the Fund pursuant
to an agreement with any party to this
Agreement, cast in person at a meeting called for
the purpose of voting on such approval and
(ii) if required by applicable SEC rules,
regulations or orders, a vote of the holders of a
majority of the outstanding voting securities of
the Fund,

11. The Adviser may, without cost to the Fund,
employ an affiliate or a third party to perform
any accounting, administrative, reporting and
ancillary services required to enable the
Adviser to perform its functions under this
Agreement. Notwithstanding any other provision
of the Agreement, the  Adviser may provide
information about the Fund to any such affiliate
or other third party for the purpose of providing
the services contemplated under this clause.
The Adviser will act in good faith in the
selection, use and monitoring of affiliates and
other
third parties, and any delegation or appointment
hereunder shall not relieve the Adviser of
any of its obligations under this Agreement.

12. This Agreement shall be construed in accordance
with the laws of the State of New York,
without giving effect to the conflicts of laws
principles thereof, provided, however, that
nothing herein shall be construed as being
inconsistent with the 1940 Act. 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, the rules and regulations
thereunder and interpretations thereof by the SEC
or its staff.

13. This Agreement may be executed simultaneously
in two or more counterparts, each of
which shall be deemed an original, and it shall not
be necessary in making proof of this
Agreement to produce or account for more than one
such counterpart.

14. Each party hereto irrevocably agrees that any
suit, action or proceeding against either of
the Adviser 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.

15. The Adviser represents and warrants that it is
duly registered as an investment adviser
under the U.S. Investment Advisers Act of 1940 and
licensed by the Hong Kong Securities
and Futures Commission ("the SFC") to carry out
Type 4 (advising on securities), and Type 9
(asset management) regulated activities as set out
in Schedule 5 to the Securities and Futures
Ordinance.  The Adviser's CE number with the SFC is
ABG492. JPMAM Taiwan has
received a license from the Financial Supervisory
Commission (the "FSC") in the Republic
of China to provide services under the MOU. The
Adviser will use its reasonable efforts to,
and to procure JPMAM Taiwan (as the case may be)
to, maintain in effect such registration
and license during the term of this Agreement.  The
MOU complies with the laws and
regulations of the Republic of China.

The Fund acknowledges that the Fund may have
provided and may, from time to time,
provide certain personal information on individuals
relating to the Fund and/or a third party
("Data") to the Adviser.  The Fund acknowledges
that the Adviser has informed the Fund of
its right to request access to and/or correction of
the Data which the Adviser may hold and
that request may be made to the Personal Data
Officer of the Adviser at its principal place of
business in Hong Kong as stated at the beginning of
this Agreement.  The Fund further
acknowledges that the Adviser has informed the Fund
and the Fund hereby consents that Data
may be collected, held, processed, disclosed or
used by the Adviser and transferred to any
office of the Adviser, any of Adviser's holding
companies or Associates, any of the Adviser's
agents and any other third party which provides
services to the Adviser, within or outside
Hong Kong, for the purposes of the Adviser or any
such other entity providing the services
contemplated under this Agreement and to facilitate
the provision by an affiliate to the Fund
of potential additional products and services. The
Fund represents and warrants that
appropriate consent has been obtained from the
relevant individuals for such collection,
storage, processing, disclosure, usage and transfer
of Data.

16. 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.  The Fund
also confirms that it has notice of the risk
disclosure statement as set out in Appendix to this
Agreement.

16.	The parties will inform each other in writing
within a reasonable time of material
changes to the information provided to each other
under this Agreement.

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:	/s/ Joe O. Rogers

Name: Joe O. Rogers

Title: Chairman

JF INTERNATIONAL MANAGEMENT INC

By:	/s/ Roger Hopper

Name: Roger Hopper

Title: Chief Operating Officer, Asia Pacific



APPENDIX
RISK DISCLOSURE STATEMENT


RISK OF SECURITIES TRADING
The prices of securities fluctuate, sometimes
dramatically.  The price of a security may move
up or down, and may become valueless.  It is as
likely that losses will be incurred rather than
profit made as a result of buying and selling
securities.

RISK OF TRADING FUTURES AND OPTIONS
The risk of loss in trading futures contracts or
options is substantial. In some circumstances,
you may sustain losses in excess of your initial
margin funds. Placing contingent orders, such
as "stop-loss" or "stop-limit" orders, will not
necessarily avoid loss. Market conditions may
make it impossible to execute such orders. You may
be called upon at short notice to deposit
additional margin funds. If the required funds are
not provided within the prescribed time,
your position may be liquidated. You will remain
liable for any resulting deficit in your
account. You should therefore study and understand
futures contracts and options before you
trade and carefully consider whether such trading
is suitable in the light of your own financial
position and investment objectives.  If you trade
options you should inform yourself of
exercise and expiration procedures and your rights
and obligations upon exercise or expiry.

RISK OF TRADING IN LEVERAGED FOREIGN EXCHANGE
CONTRACTS
The risk of loss in leveraged foreign exchange
trading can be substantial. You may sustain
losses in excess of your initial margin funds.
Placing contingent orders, such as "stop-loss" or
"stop-limit" orders, will not necessarily limit
losses to the intended amounts. Market
conditions may make it impossible to execute such
orders. You may be called upon at short
notice to deposit additional margin funds. If the
required funds are not provided within the
prescribed time, your position may be liquidated.
You will remain liable for any resulting
deficit in your account. You should therefore
carefully consider whether such trading is
suitable in light of your own financial position
and investment objectives.

RISK OF MARGIN TRADING
The risk of loss in financing a transaction by
deposit of collateral is significant. You may
sustain losses in excess of your cash and any other
assets deposited as collateral with the
dealer or securities margin financier. Market
conditions may make it impossible to execute
contingent orders, such as "stop-loss" or "stop-
limit" orders. You may be called upon at short
notice to make additional margin deposits or
interest payments.  If the required margin
deposits or interest payments are not made within
the prescribed time, your collateral may be
liquidated without your consent.  Moreover, you
will remain liable for any resulting deficit in
your account and interest charged on your account.
You should therefore carefully consider
whether such a financing arrangement is suitable in
light of your own financial position and
investment objectives.

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