<SEC-DOCUMENT>0001236835-12-000262.txt : 20120627
<SEC-HEADER>0001236835-12-000262.hdr.sgml : 20120627
<ACCEPTANCE-DATETIME>20120627160425
ACCESSION NUMBER:		0001236835-12-000262
CONFORMED SUBMISSION TYPE:	NSAR-A
PUBLIC DOCUMENT COUNT:		8
CONFORMED PERIOD OF REPORT:	20120430
FILED AS OF DATE:		20120627
DATE AS OF CHANGE:		20120627
EFFECTIVENESS DATE:		20120627

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CHINA FUND INC
		CENTRAL INDEX KEY:			0000845379
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		NSAR-A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-05749
		FILM NUMBER:		12929608

	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 04/30/2012
000 C000000 0000845379
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 CHINA FUND, INC.
001 B000000 811-05749
001 C000000 8882462255
002 A000000 P.O. Box 5049
002 B000000 Boston
002 C000000 MA
002 D010000 02206
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003  000000 N
004  000000 N
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008 A000001 RCM Asia Pacific Limited
008 B000001 A
008 C000001 801-67446
008 D010001 Hong Kong
008 D050001 China
010 A000001 STATE STREET BANK AND TRUST CO.
010 B000001 85-05003
010 C010001 BOSTON
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010 C030001 02111
012 A000001 THE ALTMAN GROUP
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012 C030002 02169
013 A000001 TAIT, WELLER & BAKER
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015 B000001 C
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<PAGE>      PAGE  2
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015 A000002 HONGKONG AND SHANGHAI BANKING CORP
015 B000002 S
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015 A000003 STANDARD CHARTERED BANK
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015 B000008 S
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020 B000001 13-3214963
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020 B000002 13-2602298
020 C000002    142
020 A000003 HONG KONG SHANGHAI BANKING CORP. LTD.
020 C000003    105
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020 B000004 13-2638166
020 C000004     79
020 A000005 DBS VICKERS SECURITIES INC.
020 B000005 13-3743951
020 C000005     75
020 A000006 CHINA INTL CAPITAL CORP (HK)
020 C000006     54
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020 B000010 13-3235334
020 C000010     11
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022 B000001 04-1867445
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022 A000002 CREDIT LYONNAIS SECURITIES
022 B000002 13-2602298
022 C000002     13496
022 D000002     19858
022 A000003 HONG KONG SHANGHAI BANKING CORP. LTD.
022 C000003         0
022 D000003         2
023 C000000    1876978
023 D000000      19860
024  000000 Y
025 A000001 STATE STREET BANK & TRUST CO.
025 B000001 04-1867445
025 C000001 D
025 D000001   10101
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SIGNATURE   JOHN COLLINS
TITLE       ASSISTANT VICE PRESIDENT

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77K CHNG ACCNT
<SEQUENCE>2
<FILENAME>accnting.txt
<DESCRIPTION>CHANGE IN ACCOUNTANT
<TEXT>
The China Fund, Inc.
c/o State Street Bank and Trust Company
2 Avenue de Lafayette
P.O. Box 5049
Boston, Massachusetts 02206


February 17, 2012

Securities & Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, DC 20549

Commissioners:

Ernst & Young LLP (Ernst & Young) was previously the independent registered
public accounting firm for The China Fund, Inc. (the Fund).  Ernst & Young
notified the Fund that it does not meet the requirements for independence
under Public Company Oversight Board Rule No. 3520 with regard to Allianz,
the parent company of RCM Asia Pacific Limited, the Funds new investment
adviser which was appointed by the Board effective February 12, 2012
subject to stockholder approval.  As a result, Ernst & Young resigned from
its position as the Funds independent registered public accounting firm on
February 13, 2012.  The Audit Committee and the Board of Directors are in
the process of selecting a new firm to serve as the Funds independent
registered public accounting firm for the fiscal year ending October 31,
2012.

Neither of Ernst & Youngs reports on the Funds financial statements for
fiscal year ended in October 31, 2010 and 2011 contained an adverse
opinion or a disclaimer of opinion, nor was either such report qualified
or modified as to uncertainty, audit scope or accounting principles.
During the Funds fiscal year ended October 31, 2010 and 2011, there were
no disagreements with Ernst & Young on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of
Ernst & Young, would have caused it to make reference to the subject
matter of the disagreement in its reports on the financial statements
for such years.

On December 30, 2010, Ernst & Young issued its Reports of Registered
Public Accounting Firm included in the Funds Form N-SAR for the fiscal
years October 31, 2010 and 2009 to reflect that subsequent to the filing
of the Funds Form N-SAR for its fiscal year ended October 31, 2009,
management identified certain weaknesses in the operation of the Funds
controls in respect of the Funds direct investment portfolio, which
generally consists of investments which are not publicly traded (direct
investments).  Specifically, those controls did not operate to prevent
the Fund from entering into a transaction in April 2009, being the
purchase of Ugent Holdings Ltd. 12% bond (Ugent), a transaction that
involved certain related parties.  Further, the controls did not operate
with sufficient effectiveness to allow management to detect this issue
on a timely basis.  The issue was identified in October 2010. Promptly
upon identification of the issue, the Funds Board of Directors
instructed Martin Currie Inc., the Funds Direct Investment Manager at
the time, to suspend any further direct investment activity. In addition,
a review by Martin Currie Inc. confirmed that there were no similar
occurrences in connection with any of the Funds other direct investments.
The Fund was reimbursed for the cost of its investment, less any interest
or other income received.  The Audit Committee and the full Board of
Directors discussed this matter with Ernst & Young.  Ernst & Young is
authorized to respond fully to the inquiries of the new firm concerning
this matter, upon the appointment of the new firm.

The Fund has requested that Ernst & Young furnish a letter addressed to
the Securities and Exchange Commission (SEC) stating whether it agrees
with the above statements.  A copy of this letter, dated February 17,
2012, along with Ernst & Youngs response, will be filed as an exhibit to
the Funds next Form N-SAR (in accordance with Sub-Item 77k of
Form N-SAR).

Sincerely,

/s/ Ms. Laura Dell
Ms. Laura Dell
Treasurer
The China Fund, Inc.

Attachment 77K1 Changes in registrants certifying accountant
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>3
<FILENAME>acctchng.txt
<DESCRIPTION>ACCOUNT LETTER
<TEXT>
Attachment 77K2 - Changes in registrants certifying accountant

February 17, 2012
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

Ladies and Gentlemen:


We have read Item 77-K of Form N-SAR dated February 17, 2012,
of The China Fund, Inc and are in agreement with the statements
contained in paragraphs one, two and three therein. We have no
basis to agree or disagree with other statements of the registrant
contained therein.
Regarding the registrants statement concerning
the lack of internal control to prepare financial statements,
included in the third paragraph therein, we have considered
such matter in determining the nature, timing and extent of
procedures performed relating to our audits of the registrants
2010 and 2009 financial statements.




/s/ Ernst & Young LLP

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.D ADVSR CONTR
<SEQUENCE>4
<FILENAME>direct.txt
<DESCRIPTION>AGREEMENT
<TEXT>
DIRECT INVESTMENT MANAGEMENT AGREEMENT
      Agreement, dated as of April 7, 2012 between THE CHINA FUND, INC., a
Maryland corporation (the Fund), and RCM Asia Pacific Limited, a company
organized in Hong Kong and registered as an investment adviser with the
U.S. Securities and Exchange Commission and licensed by the Securities
and Futures Commission of Hong Kong (the Investment Manager).
       WHEREAS, the Fund is 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 registered under the Securities Act of 1933, as amended; and
       WHEREAS, the Funds investment objective is long-term capital
appreciation which it seeks to achieve by investing primarily in
equity securities of China companies (as that term is defined in the
Prospectus, dated June 27, 2005 (the Prospectus) contained in the
Funds Registration Statement on Form N2 File 333-124392 (the
Registration Statement)); and
       WHEREAS, the Fund and the Investment Manager are  parties to
an Investment Advisory and Management Agreement dated as of
March   , 2012 (the Listed Agreement) relating to management of the
Funds investments in listed securities; and
       WHEREAS, the Fund desires to retain the Investment Manager to
render investment management services with respect to investment of
certain of the Funds assets in direct investments (as that term is
defined below), and the Investment Manager is willing to render such
services.
       NOW, THEREFORE, in consideration of the mutual covenants
hereafter contained, it is hereby agreed by and between the parties
hereto as follows:
       1. Appointment of Investment Manager of Direct Investments.
       (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,
to:
       (1) manage the assets of the Fund that are, on the date of
this Agreement, invested in securities that at the time of such
investment are not listed (or approved for listing) on a securities
exchange (direct investments), and
       (2) arrange for the disposition of each of the direct
investments at such times and on such terms as the Investment Manager
determines is in the best interests of the Fund,
       and with respect to clauses (1) and (2), in each case in
accordance with the investment objective and policies of the Fund set
forth in the Funds Prospectus, and as such investment objective and
policies are amended from time to time by the Funds Board of Directors,
and subject always to the restrictions of the Funds Articles of
Incorporation and By-Laws, as amended or restated from time to time,
and the provisions of the 1940 Act.  Should the Board of Directors
of the Fund 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.  For purposes of this Agreement,
direct investments shall not include any investment by the Fund
in an instrument, such as, but not limited to, a warrant, swap,
structured note or other equity derivative, that provides the Fund
with exposure to a security that is listed on a securities exchange
or any security owned by the Fund that is listed on a securities
exchange even if that security was a direct investment at the time of
its purchase by the Fund.  The Investment Manager shall vote the Funds
proxies in connection with the direct investments, in accordance with
the Funds proxy voting policies which may be amended from time to time
by the Board,  however, the Investment Manager will not be required to
comply with any such amendment until 30 days after it has been
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.  It is understood and acknowledged 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 which it deems necessary to implement the
investment policies of the Fund applicable to the direct investments and
to monitor the execution of transactions and the settlement and clearance
of the Funds securities transactions in direct investments.  By 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
direct investments as to deliveries of securities and payments of cash
for the account of the Fund;
       (3) Identify regulatory and other governmental requirements (or
amendments thereto) that become applicable to the Fund after the date of
this Agreement in connection with the direct investment program, but only
as far as its duties as a professional investment manager so require;
       (4) Provide information regarding corporate actions, repatriation
restrictions, currency restrictions and other matters of which the
Investment Manager is aware as may be reasonably requested by the Fund;
and
       (5) 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.
       (b) The Investment Manager accepts such appointment and agrees
during the term of this Agreement to render such services, to permit one
of its of its affiliates directors, officers or employees to serve without
compensation as a director and/or officer 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 Fund hereby acknowledges (and the Investment Manager hereby
acknowledges the Fund has informed it) that the Fund has allocated 25% of
the net proceeds of its offerings of its Common Stock less 25% of the
aggregate repurchase price of any shares of the Funds Common Stock
repurchased by the Fund to direct investments; provided, however, that such
allocation shall be subject to review and modification by the Board of
Directors of the Fund (the Direct Investment Amount).  The portion of the
Direct Investment Amount as is invested in direct investments shall be
managed by the Investment Manager and such other entity, if any, as may be
appointed by the Fund to manage the assets of the Fund invested in direct
investments. The portion of the Direct Investment Amount as is not invested
in direct investments shall be managed by the Investment Manager
pursuant to the terms of the Listed Agreement.  Upon the sale of a
direct investment, the Investment Manager shall make the net proceeds
thereof available as soon as reasonably practicable for investment pursuant
to the Listed Agreement. For the avoidance of doubt, the Investment
Manager shall not be under any obligation to comply with or to ensure
that the amount of direct investments are within the Direct Investment
Amount.
       (d) The Fund hereby agrees that the Investment Manager shall be
entitled to delegate all or any of its functions, powers, discretions,
duties and obligations, to any person or persons, and any such delegation
may be on such terms and conditions as the Investment Manager thinks
fit provided that any such delegation shall not relieve the Investment
Manager of its obligations under this Agreement; provided, however, that
no delegation of investment management powers and functions may occur
unless approved in advance by the Board of Directors of the Fund and, if
required by the 1940 Act, by the Funds stockholders; and provided further
that no delegation of any other powers or functions may occur unless the
Investment Manager has given the Board of Directors of the Fund at least
30 days prior notice of such delegation.
       2. Compensation.  For the services and facilities described in
Section 1, the Fund agrees to pay in United States dollars to the
Investment Manager, a fee 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 capital stock of the Fund, or
purchase any share of the capital stock 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 Chinese
equity securities, so long as the Investment Managers services to the Fund
pursuant to this Agreement are not materially impaired thereby.  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 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, directors, employees,
agents or controlling persons (as defined in the 1940 Act) 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
Investment Manager in the performance of its duties or by reason of reckless
disregard on the part of the Investment Manager 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.  In no event will the Investment Manager have any
responsibility under this Agreement for any portion of the Fund other than the
Investment Managers Direct Investments or for the acts or omissions of any other
manager of direct investments for the Fund or any other adviser of the Fund.
In particular, the Investment Manager shall have no responsibility for the
Funds 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 Funds failing to qualify as a regulated investment company under the
Internal Revenue Code of 1986, as amended (the Code), if the Funds holding
of the direct investments is such that the direct investments would not be
in such violation or if the Fund would not fail to qualify if the
direct investments were deemed a separate series of the Fund or a
separate regulated investment company under the Code.
       The Fund agrees to indemnify and hold harmless the Investment
Manager, its officers, directors, employees, agents, shareholders,
controlling persons or 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 which may be brought
against such Indemnified Party in connection with the performance or
non-performance in good faith of its functions under this Agreement,
except 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 shall pay the salaries and expenses of such
officer of the Fund and any fees and expenses of such Director of the Fund
who, as contemplated by Section 1(b) hereof is a director, officer or
employee of the Investment Manager or any of its affiliates, provided,
however, that the Fund, and not the Investment Manager, shall bear
travel expenses or an appropriate fraction thereof of any Director
and/or officer of the Fund who is a director, officer or employee
of the Investment Manager to the extent that such expenses relate to
attendance at meetings of the Board of Directors of the Fund 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 under
this Agreement, the Fund shall assume and pay the following expenses:
fees of the Investment Manager under the Listed Agreement; fees
of any manager of the Funds direct investments other than the
Investment Manager; 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
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 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, it is
understood that directors, officers or agents of the Fund are or may
be interested in the Investment Manager as directors, officers,
employees, agents, shareholders or otherwise, and that the directors,
officers, employees, agents or shareholders of the Investment Manager
may be interested in the Fund as a director, officer, agent or
otherwise.
       (b) If the Investment Manager considers the sale of direct
investments for the Fund and/or other advisory clients of the Investment
Manager, transactions in such direct investments will be made for the
Fund and/or such other clients in accordance with the Investment
Managers allocation procedures for direct investments, as may be
amended from time to time provided that the Board of Directors of
the Fund receives at least ten days advance notice of such amendment.
       8. Duration and Termination.
       (a) This Agreement shall be effective for a period of two
years from the date hereof and will continue in effect from year to
year thereafter, provided that such continuance is specifically
approved at least annually by (1) a majority of the members of the
Funds Board of Directors who are neither parties to this Agreement
nor interested persons of the Fund or of the Investment Manager or
of any entity regularly furnishing investment advisory services
with respect to the Fund pursuant to an agreement with the Investment
Manager, cast in person at a meeting called for the purpose of
voting on such approval, and (2) separately by the Funds Board of
Directors (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 its Board of Directors 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 which
does not, in accordance with the 1940 Act, 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 also be automatically terminated if the Investment
Manager ceases to be licensed by the Securities and Futures Commission
of Hong Kong.
       (c) Termination of this Agreement shall not (1) 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 (2) 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.
       9. Amendment.  This Agreement may be amended by mutual agreement
if required by the 1940 Act or other applicable law, provided, that, any
such amendment shall only become effective after the affirmative vote of
the holders of a majority of the outstanding voting securities of the
Fund, and a majority of the members of the Funds Board of Directors
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.
       10. 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.
       11. 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:
       RCM Asia Pacific Limited
       27th Floor, ICBC Tower,
       3 Garden Road, Central, Hong Kong
       Attention: Jovita Chow, Head of Compliance
       Telephone No.: +852 2238 8901
       Facsimile No.: +852 2526 2940

       If to the Fund:
The China 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
Telephone No.:  617-662-2797
Facsimile No.:  617-662-3732
       With copies to:
Clifford Chance US LLP
31 West 52nd Street
New York, NY  10019
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 two days if both the sender
and the addressee are in Hong Kong and within 10 days if the sender and/or
the addressee are outside Hong Kong and the letter is sent by prepaid
airmail, and shall if made by e-mail be deemed to have been received upon
production of a read receipt, 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 which indicates 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 was posted that same days as the notice was served by electronic
means.
       12. 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
non-exclusively 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 non-exclusively 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.
       13. Representation and Warranty of the Investment Manager.  The
Investment Manager represents and warrants that it is: (a)duly
registered as an investment adviser under the U.S. Investment
Advisers Act of 1940, as amended, and  (b) duly licensed by the
Securities and Futures Commission of Hong Kong and that it will use
its reasonable efforts to maintain effective such registration and
license during the term of this Agreement.
       14. 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.
       15. Provision of Certain Information by the Fund.  The Fund
shall furnish the Investment Manager with copies of the Funds Articles
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 stockholders,
as soon as practicable after such documents become available.  The
Investment Manager shall not be bound by the terms of these documents
until delivered to the Investment Manager in accordance with Section
11 herein.  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.
       16. Press Releases, Reports, Other Disclosures.  Any reports,
press releases or other disclosures made by the Fund which contain
statements of the Investment Manager about the Investment Manager
or about the management of assets by the Investment Manager shall
be subject to the prior approval of the Investment Manager.
       17. 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.
       18. 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.
       19. 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 CHINA FUND, INC.


By:/s/ Tracie A. Coop
Name:  Tracie A. Coop
Title:  Secretary


RCM ASIA PACIFIC LIMITED


By:/s/ Aza Yung
Name:  Aza Yung
Title:  Authorized Signatory

By:/s/ Frank Klausfelder
Name:  Frank Klausfelder
Title:  Authorized Signatory


EXHIBIT A
       The Investment Manager shall receive a fee for its services
under the Agreement, computed weekly and payable monthly, at the annual
rate of 1.50% of the average weekly value of the Funds assets invested
in the direct investments.
       The net asset value of Investment Managers Direct Investments shall be
determined in the manner provided in the Funds Prospectus.
2
NYB 1548711v4

Exhibit 77Q1E4 Copies of any new or amended Registrant investment
advisory contracts



NYB 1548711v4

Exh. A-1
NYB 1548711v4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77C VOTES
<SEQUENCE>5
<FILENAME>election.txt
<DESCRIPTION>VOTES
<TEXT>
Results of Annual Stockholder Meeting held on March 8, 2012
1.) 	Election of Directors - The stockholders of the Fund elected
James J. Lightburn and Joe O. Rogers as Class I directors to serve for
a term expiring on the date on which the annual meeting of stockholders
is held in 2015.
   For 			Withheld
James J. Lightburn 		13,147,253 		4,380,838
Joe O. Rogers 		13,115,382 		4,412,709

2.) 	Approval of the proposed Investment Advisory and Management
Agreement and the proposed Direct Investment Management Agreement
between the Fund and RCM Asia Pacific Limited.
For 		Against 	Abstain 	Non-votes
3,919,554 	7,747,335 	228,464 	5,632,738

Results of Special Stockholder Meeting held on April 5, 2012 and
Adjourned Session of the Special Stockholders Meeting held on
April 6, 2012
1.) 	Approval of the proposed Investment Advisory and Management
Agreement and the proposed Direct Investment Management Agreement
between the Fund and RCM Asia Pacific Limited.
For 		Against 	Abstain 	Non-votes
8,544,711 	4,067,207 	99,526 	0
Attachment 77C Submission of matters to a vote of security holders

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.D ADVSR CONTR
<SEQUENCE>6
<FILENAME>intdrct.txt
<DESCRIPTION>INTERIM AGREEMENT
<TEXT>
INTERIM DIRECT INVESTMENT MANAGEMENT AGREEMENT
      Agreement, dated as of February 10, 2012 between THE CHINA FUND, INC.,
a Maryland corporation (the Fund), and RCM Asia Pacific Limited, a
company organized in Hong Kong and registered as an investment adviser
with the U.S. Securities and Exchange Commission and licensed by
the Securities and Futures Commission of Hong Kong (the Investment
Manager).
       WHEREAS, the Fund is 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 registered under the
Securities Act of 1933, as amended; and
       WHEREAS, the Funds investment objective is long-term
capital appreciation which it seeks to achieve by investing
primarily in equity securities of China companies (as that
term is defined in the Prospectus dated June 27, 2005 (the
Prospectus) contained in the Funds Registration Statement on
Form N-2 (File 333-124392) (the Registration Statement))
and
       WHEREAS, the Fund and the Investment Manager are to
become parties to an Interim Investment Advisory and Management
Agreement dated as of February 10, 2012 (the Listed Agreement)
relating to management of the Funds investments in listed
securities; and
       WHEREAS, the Fund desires to retain the Investment Manager
to render investment management services with respect to
investment of certain of the Funds assets in direct investments
(as that term is defined below), and the Investment Manager
is willing to render such services.
       NOW, THEREFORE, in consideration of the mutual covenants
hereafter contained, it is hereby agreed by and between the
parties hereto as follows:
       1. Appointment of Investment Manager of Direct Investments.
       (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, to:
       (1) manage the assets of the Fund that are, on the date
of this Agreement, invested in securities that at the time of
such investment are not listed (or approved for listing) on a
securities exchange (direct investments), and
       (2) arrange for the disposition of each of the direct
investments at such times and on such terms as the Investment
Manager determines is in the best interests of the Fund,
       and with respect to clauses (1) and (2), in each case
in accordance with the investment objective and policies of the
Fund set forth in the Funds Prospectus, and as such investment
objective and policies are amended from time to time by the Funds
Board of Directors, and subject always to the restrictions of
the Funds Articles of Incorporation and By-Laws, as amended or
restated from time to time, and the provisions of the 1940 Act.
Should the Board of Directors of the Fund 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.  For purposes of this Agreement, direct investments
shall not include any investment by the Fund in an instrument,
such as, but not limited to, a warrant, swap, structured note or
other equity derivative, that provides the Fund with exposure
to a security that is listed on a securities exchange or (b)
any security owned by the Fund that is listed on a securities
exchange even if that security was a direct investment at the
time of its purchase by the Fund.  The Investment Manager shall
vote the Funds proxies in connection with the direct
investments, in accordance with the Funds proxy voting policies
which may be amended from time to time by the Board,  however,
the Investment Manager will not be required to comply with any
such amendment until 30 days after it has been 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.  It is understood and acknowledged
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 which it
deems necessary to implement the investment policies of the Fund
applicable to the direct investments and to monitor the execution
of transactions and the settlement and clearance of the Funds
securities transactions in direct investments.  By 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 direct investments as to deliveries of
securities and payments of cash for the account of the Fund;
       (3) Identify regulatory and other governmental
requirements (or amendments thereto) that become applicable to the
Fund after the date of this Agreement in connection with the
direct investment program, but only as far as its duties as a
professional investment manager so require;
       (4) Provide information regarding corporate actions,
repatriation restrictions, currency restrictions and other matters
of which the Investment Manager is aware as may be reasonably
requested by the Fund; and
       (5) 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.
       (b) The Investment Manager accepts such appointment and
agrees during the term of this Agreement to render such services,
to permit one of its of its affiliates directors, officers or
employees to serve without compensation as a director and/or
officer 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 Fund hereby acknowledges (and the Investment
Manager hereby acknowledges the Fund has informed it) that
the Fund has allocated 25% of the net proceeds of its offerings
of its Common Stock less 25% of the aggregate repurchase price
of any shares of the Funds Common Stock repurchased by the
Fund to direct investments; provided, however, that such
allocation shall be subject to review and modification by the
Board of Directors of the Fund (the Direct Investment Amount).
The portion of the Direct Investment Amount as is invested
in direct investments shall be managed by the Investment Manager
and such other entity, if any, as may be appointed by the Fund
to manage the assets of the Fund invested in direct investments.
The portion of the Direct Investment Amount as is not invested
in direct investments shall be managed by the Investment Manager
pursuant to the terms of the Listed Agreement.  Upon the sale of
a direct investment, the Investment Manager shall make the net
proceeds thereof available as soon as reasonably practicable for
investment pursuant to the Listed Agreement. For the avoidance
of doubt, the Investment Manager shall not be under any obligation
to comply with or to ensure that the amount of direct investments
are within the Direct Investment Amount.
       (d) The Fund hereby agrees that the Investment Manager
shall be entitled to delegate all or any of its functions, powers,
discretions, duties and obligations, to any person or persons,
and any such delegation may be on such terms and conditions as
the Investment Manager thinks fit provided that any such
delegation shall not relieve the Investment Manager of its
obligations under this Agreement; provided, however, that no
delegation of investment management powers and functions may
occur unless approved in advance by the Board of Directors of
the Fund and, if required by the 1940 Act, by the Funds
stockholders; and provided further that no delegation of any
other powers or functions may occur unless the Investment Manager
has given the Board of Directors of the Fund at least 30 days
prior notice of such delegation.
       2. Compensation.  For the services and facilities
described in Section 1, the Fund agrees to pay in United States
dollars to the Investment Manager, a fee 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 capital stock
of the Fund, or purchase any share of the capital stock 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 Chinese equity securities,
so long as the Investment Managers services to the Fund pursuant
to this Agreement are not materially impaired thereby.  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 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,
directors, employees, agents or controlling persons (as defined in
the 1940 Act) 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 Investment Manager in
the performance of its duties or by reason of reckless disregard on
the part of the Investment Manager 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.  In no event will
the Investment Manager have any responsibility under this Agreement
for any portion of the Fund other than the Investment Managers
Direct Investments or for the acts or omissions of any other manager
of direct investments for the Fund or any other adviser of the Fund.
In particular, the Investment Manager shall have no responsibility
for the Funds 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 Funds failing to qualify as a regulated
investment company under the Internal Revenue Code of 1986, as
amended (the Code), if the Funds holding of the direct investments
is such that the direct investments would not be in such violation
or if the Fund would not fail to qualify if the direct investments
were deemed a separate series of the Fund or a separate regulated
investment company under the Code.
       The Fund agrees to indemnify and hold harmless the Investment
Manager, its officers, directors, employees, agents, shareholders,
controlling persons or 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 which
may be brought against such Indemnified Party in connection with the
performance or non-performance in good faith of its functions under
this Agreement, except 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 shall pay the salaries
and expenses of such officer of the Fund and any fees and expenses of
such Director of the Fund who, as contemplated by Section 1(b) hereof
is a director, officer or employee of the Investment Manager or any of
its affiliates, provided, however, that the Fund, and not the
Investment Manager, shall bear travel expenses or an appropriate
fraction thereof of any Director and/or officer of the Fund who is a
director, officer or employee of the Investment Manager to the extent
that such expenses relate to attendance at meetings of the Board of
Directors of the Fund 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 under this
Agreement, the Fund shall assume and pay the following expenses:  fees
of the Investment Manager under the Listed Agreement; fees of any
manager of the Funds direct investments other than the Investment
Manager; 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 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 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, it is
understood that directors, officers or agents of the Fund are or
may be interested in the Investment Manager as directors, officers,
employees, agents, shareholders or otherwise, and that the directors,
officers, employees, agents or shareholders of the Investment Manager
may be interested in the Fund as a director, officer, agent or
otherwise.
       (b) If the Investment Manager considers the sale of direct
investments for the Fund and/or other advisory clients of the Investment
Manager, transactions in such direct investments will be made for the
Fund and/or such other clients in accordance with the Investment Managers
allocation procedures for direct investments, as may be amended from
time to time provided that the Board of Directors of the Fund receives
at least ten days advance notice of such amendment.
       8. Duration and Termination.
       (a) This Agreement shall become effective at noon on
February 12, 2012 (New York time)and continue in effect until
April 6, 2012 (New York time), unless earlier terminated as provided herein.
       (b) This Agreement may be terminated at any time without
payment of any penalty, by the Fund acting pursuant to a vote of the
Board, or by a vote of a majority of the outstanding voting securities
of the Fund upon 10 calendar days prior written notice to the
Investment Manager or by the Investment Manager upon 60 days prior
written notice to the Board, or upon such shorter notice as may be
mutually agreed upon.  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.  This Agreement
shall also be automatically terminated if the Investment Manager
ceases to be licensed by the Securities and Futures Commission of
Hong Kong.
       9. Amendment.  This Agreement may be amended by mutual agreement
if required by the 1940 Act or other applicable law, provided, that,
any such amendment shall only become effective after the affirmative vote
of the holders of a majority of the outstanding voting securities of
the Fund, and a majority of the members of the Funds Board of
Directors 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.
       10. 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.
       11. 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:
       RCM Asia Pacific Limited
       27th Floor, ICBC Tower,
       3 Garden Road, Central, Hong Kong
       Attention: Jovita Chow, Head of Compliance
       Telephone No.: +852 2238 8901
       Facsimile No.: +852 2526 2940

       If to the Fund:
The China 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
Telephone No.:  617-662-2797
Facsimile No.:  617-662-3732
       With copies to:
Clifford Chance US LLP
31 West 52nd Street
New York, NY  10019
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 two days if both
the sender and the addressee are in Hong Kong and within 10 days
if the sender and/or the addressee are outside Hong Kong and the
letter is sent by prepaid airmail, and shall if made by e-mail be
deemed to have been received upon production of a read receipt,
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 which indicates 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
was posted that same days as the notice was served by electronic
means.
       12. 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 non-exclusively 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 non-exclusively 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.
       13. Representation and Warranty of the Investment Manager.
The Investment Manager represents and warrants that it is: (a)duly
registered as an investment adviser under the U.S. Investment
Advisers Act of 1940, as amended, and  (b) duly licensed by the
Securities and Futures Commission of Hong Kong and that it will
use its reasonable efforts to maintain effective such registration
and license during the term of this Agreement.
       14. 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.
       15. Provision of Certain Information by the Fund.  The Fund
shall furnish the Investment Manager with copies of the Funds Articles
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 stockholders, as soon
as practicable after such documents become available.  The Investment
Manager shall not be bound by the terms of these documents until
delivered to the Investment Manager in accordance with Section 11
herein.  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.
       16. Press Releases, Reports, Other Disclosures.  Any reports,
press releases or other disclosures made by the Fund which contain
statements of the Investment Manager about the Investment Manager or
about the management of assets by the Investment Manager shall be
subject to the prior approval of the Investment Manager.
       17. 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.
       18. 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.
       19. 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 CHINA FUND, INC.


By:/s/ Laura Dell
Name:  Laura Dell
Title:  Treasurer


RCM ASIA PACIFIC LIMITED


By:/s/ Douglas Eu
Name:  Douglas Eu
Title:  Director

By:./s/ Raymond Chan
Name:  Raymond Chan
Title:  Director


EXHIBIT A
       The Investment Manager shall receive a fee for its services
under the Agreement, computed weekly and payable monthly, at the annual
rate of 1.50% of the average weekly value of the Funds assets
invested in the direct investments.
       The net asset value of Investment Managers Direct Investments
shall be determined in the manner provided in the Funds Prospectus.
2
NYB 1548711v4

Exhibit 77Q1E2 Copies of any new or amended Registrant investment
advisory contracts



NYB 1548711v4

Exh. A-1
NYB 1548711v4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.D ADVSR CONTR
<SEQUENCE>7
<FILENAME>intinvst.txt
<DESCRIPTION>INTERIM AGREEMENT B
<TEXT>
INTERIM INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
      Agreement, dated as of February 10, 2012 between THE CHINA FUND, INC.,
a Maryland corporation (the Fund), and RCM Asia Pacific Limited, a company
organized in Hong Kong and registered as an investment adviser with the U.S.
Securities and Exchange Commission and licensed by the Securities and Futures
Commission of Hong Kong (the Investment Manager).
      WHEREAS, the Fund is a closed-end, non-diversified management
investment company registered under the Investment Company Act of 1940, as
amended (the 1940 Act), shares of common stock of which are registered
under the Securities Act of 1933, as amended; and
      WHEREAS, the Funds investment objective is long-term capital
appreciation which it seeks to achieve by investing primarily in equity
securities of China companies (as that term is defined in the Prospectus,
dated June 27, 2005 the Prospectus contained in the Fund's Registration
Statement on Form N-2 (File No.333-124392) (the Registration Statement) and
      WHEREAS, the Fund desires to retain the Investment Manager to render
interim investment management services with respect to the Funds assets other
than those Fund assets invested in direct investments (as that term is defined
below), and the Investment Manager is willing to render such services on an
interim basis in accordance with Rule 15a-4 of the 1940 Act.
      NOW, THEREFORE, in consideration of the mutual covenants hereafter
contained, it is hereby agreed by and between the parties hereto 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, to:
                  1. Other than with respect to the portion of the Funds assets
invested in direct investments (assets of the Fund that are invested in
securities that at the time of such investment are not listed (or approved for
listing) on a securities exchange), make all investment decisions for the
assets of the Fund (the Listed Assets) and to manage the investment and
reinvestment of the Listed Assets in accordance with the investment objective
and policies of the Fund set forth in the Funds Prospectus, and as such
investment objective and policies are amended from time to time by the Funds
Board of Directors, and subject always to the restrictions of the Funds
Articles of Incorporation and By-Laws, as amended or restated from time to
time, the provisions of the 1940 Act. Should the Board of Directors for the
Fund 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 connection with its Listed Assets
in accordance with the Funds proxy voting policies which may be amended from
time to time by the Board, however, the Investment Manager will not be required
to comply with any such amendment until 30 days after it has been 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. It is understood and acknowledged 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
which it deems necessary to implement the investment policies of the Fund
applicable to the Funds Listed Assets and, with respect to the Funds Listed
Assets, to place all orders for the purchase or sale of portfolio securities
for the Fund with brokers or dealers selected by it, 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 Funds Listed 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 transaction.
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. Subject to these requirements and the
provision of the 1940 Act, the U.S. Securities Exchange Act of 1934 and any
other applicable provisions of law, nothing shall prohibit the Investment
Manager from selecting brokers or dealers with which it or the Fund is
affiliated;
                  2. Prepare and make available to the Fund as reasonably
requested by the Board of Directors pertinent research and statistical data;
and
                  3. 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.
            (b) The Investment Manager accepts such appointment and agrees
during the term of this Agreement to render such services, to permit one of
its or its affiliates directors, officers or employees to serve without
compensation as a director and/or officer 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 Fund hereby acknowledges (and the Investment Manager
hereby acknowledges the Fund has informed it) that the Fund has allocated
25% of the net proceeds of the Offering (as defined in the Prospectus)
less 25% of the aggregate repurchase price of any shares of the Funds
Common Stock repurchased by the Fund to direct investments; provided,
however, that such allocation shall be subject to review and modification
by the Board of Directors of the Fund (the Direct Investment Amount).
The portion of the Direct Investment Amount as is actually invested in
direct investments shall be managed by such entity as may be appointed
by the Fund to manage the assets of the Fund other than the Listed Assets
(the Direct Investment Manager) in accordance with the terms of a separate
investment management and advisory services agreement entered into by and
between the Fund and the Direct Investment Manager (the Direct Investment
Management Agreement). The portion of the Direct Investment Amount as is
not actually invested in direct investments shall be treated as Listed
Assets to be managed by the Investment Manager pursuant to the terms of
this Agreement. Whenever the Direct Investment Manager shall recommend the
investment of Fund assets in a direct investment, the Fund shall instruct
the Investment Manager in writing as to the amount of Fund assets sought to
be invested in such direct investment, and the Investment Manager shall,
within ten business days thereafter (or such other period of time as the Fund
may direct in writing, but such period may not be less than 10 business days),
liquidate sufficient portfolio securities to realize such amount and make the
net proceeds thereof available for investment in such direct investment Upon
the sale of a direct investment, the Direct Investment Manager shall make the
net proceeds thereof available as soon as reasonably practicable for
investment pursuant to this Agreement by the Investment Manager. For the
avoidance of doubt, the Investment Manager shall not be under any obligation
to comply with or to ensure that the amount of direct investments are within
the Direct Investment Amount.

            (d) The Fund hereby agrees that the Investment Manager shall be
entitled to delegate all or any of its functions, powers, discretions, duties
and obligations, to any person or persons, and any such delegation may be on
such terms and conditions as the Investment Manager thinks fit provided that
any such delegation shall not relieve the Investment Manager of its obligations
under this Agreement; provided, however, that no delegation of investment
management powers and functions may occur unless approved in advance by the
Board of Directors of the Fund and, if required by the 1940 Act, by the Funds
stockholders; and provided further that no delegation of any other powers or
functions may occur unless the Investment Manager has given the Board of
Directors of the Fund at least 30 days prior notice of such delegation.
      2. Compensation. For the services and facilities described in Section 1,
the Fund agrees to pay in United States dollars to the Investment Manager, a
fee 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 capital stock of the Fund, or purchase any share
of the capital stock 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 Chinese equity securities,
so long as the Investment Managers services to the Fund pursuant to this
Agreement are not materially impaired thereby. 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 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, directors, employees, agents or controlling
persons (as defined in the 1940 Act) 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 Investment Manager in the performance of
its duties or by reason of reckless disregard on the part of the Investment
Manager 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. In no event will
the Investment Manager have any responsibility for any portion of the Fund
other than the Listed Assets or for the acts or omissions of the Direct
Investment Manager or any other adviser of the Fund.  In particular, the
Investment Manager shall have no responsibility for the Funds 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
Funds failing to qualify as a regulated investment company under the
Internal Revenue Code of 1986, as amended (the Code), if the Funds holding
of the Listed Assets is such that the Listed Assets would not be in such
violation or if the Fund would not fail to qualify if the Listed Assets
were deemed a separate series of the Fund or a separate regulated investment
company under the Code.
      The Fund agrees to indemnify and hold harmless the Investment Manager,
its officers, directors, employees, agents, shareholders, controlling persons
or 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 which may be brought against such Indemnified
Party in connection with the performance or non-performance in good faith
of its functions under this Agreement, except 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 shall pay the salaries and expenses of such officer
of the Fund and any fees and expenses of such Directors of the Fund who,
as contemplated by Section 1(b) hereof, is a director, officer or
employee of the Investment Manager or any of its affiliates, provided,
however, that the Fund, and not the Investment Manager, shall bear travel
expenses or an appropriate fraction thereof of any Director and/or officer
of the Fund who is a director, officer or employee of the Investment Manager
to the extent that such expenses relate to attendance at meetings of the
Board of Directors of the Fund 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: fees of the Direct
Investment Manager; 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, it is
understood that directors, officers or agents of the Fund are or may be
interested in the Investment Manager as directors, officers, employees,
agents, shareholders or otherwise, and that the directors, officers,
employees, agents or shareholders 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 will be made for
the Fund and such other clients in accordance with the Investment Manager's
trade allocation procedures, as may be amended from time to time, provided
that the Board of Directors of the Fund receives at least ten days advance
notice of any such amendment.
      8. Duration and Termination.
            (a) This Agreement shall become effective at noon on February 12,
2012 (New York time) and continue in effect until April 6, 2012 (New York
time), unless earlier terminated as provided herein.
            (b) This Agreement may be terminated at any time without payment
of any penalty, by the Fund acting pursuant to a vote of the Board, or by a
vote of a majority of the outstanding voting securities of the Fund upon 10
calendar days prior written notice to the Investment Manager or by the
Investment Manager upon 60 days prior written notice to the Board, or upon
such shorter notice as may be mutually agreed upon.  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.
This Agreement shall also be automatically terminated if the Investment
Manager ceases to be licensed by the Securities and Futures Commission
of Hong Kong.
      9. Amendment. This Agreement may be amended by mutual agreement if
required by the 1940 Act or other applicable law, provided, that, any
such amendment shall only become effective after the affirmative vote
of (1) the holders of a majority of the outstanding voting securities
of the Fund, and (2) a majority of the members of the Funds Board of
Directors 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.
      10. 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.
      11. 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:
RCM Asia Pacific Limited
      27th Floor, ICBC Tower,
      3 Garden Road, Central, Hong Kong
       Attention: Jovita Chow, Head of Compliance
      Telephone No.: +852 2238 8901
Facsimile No.: +852 2526 2940

      If to the Fund:
The China 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
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 two days if both the sender and the
addressee are in Hong Kong and within 10 days if the sender and/or the
addressee are outside Hong Kong and the letter is sent by prepaid airmail,
and shall if made by telex be deemed to have been received when acknowledged
by the addressees correct answer back code, 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 which indicates 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 telex or facsimile
was posted that same days as the notice was served by electronic means.
      12. 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 non-exclusively
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 non-exclusively 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.
      13. Representations and Warranties of the Investment Manager. The
Investment Manager represents and warrants that: (a)it is duly registered
as an investment adviser under the U.S. Investment Advisers Act of 1940, as
amended, and (b) it is duly licensed by the Securities and Futures Commission
of Hong Kong, and that it will use its reasonable efforts to maintain
effective such registration and license during the term of this Agreement.
      14. 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.
      15. Provision of Certain Information by the Fund. The Fund shall
furnish the Investment Manager with copies of the Funds Articles 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 Investment Manager shall not be bound
by the terms of these documents until delivered to the Investment Manager
in accordance with Section 11 herein. 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.
      16. Press Releases, Reports, Other Disclosures. Any reports, press
releases or other disclosures made by the Fund which contain statements
of the Direct Investment Manager about the Investment Manager or about
the management of assets by the Investment Manager shall be subject to
the prior approval of the Investment Manager.
      17. 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.
      18. 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.
      19. 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 CHINA FUND, INC.


By:/s/ Laura Dell
Name:  Laura Dell
Title:  Treasurer


RCM ASIA PACIFIC LIMITED


By:/s/ Douglas Eu
Name:  Douglas Eu
Title:  Director

By:./s/ Raymond Chan
Name:  Raymond Chan
Title:  Director



EXHIBIT A
The Investment Manager shall receive a fee for its services under the
Agreement, computed weekly and payable monthly, at the annual rates as set
forth below:
      0.70% of the first $315,000,000 of the Funds average weekly net
assets consisting of Listed Assets; and
      0.50% of the Funds average weekly net assets for all Listed
Assets in excess of $315,000,000.
The net asset value of the Listed Assets shall be determined in the manner
provided in the Funds Registration Statement on Form N-2.




28394065_5

	-10-
28394065_5

Exhibit 77Q1E1 Copies of any new or amended Registrant investment
advisory contracts


28394065_5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.D ADVSR CONTR
<SEQUENCE>8
<FILENAME>invst.txt
<DESCRIPTION>AGREEMENT B
<TEXT>
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT

      Agreement, dated as of April 7, 2012 between THE CHINA FUND, INC., a
Maryland corporation (the Fund), and RCM Asia Pacific Limited, a company
organized in Hong Kong and registered as an investment adviser with the
U.S. Securities and Exchange Commission and licensed by the Securities and
Futures Commission of Hong Kong (the Investment Manager).

      WHEREAS, the Fund is a closed-end, non-diversified management
investment company registered under the Investment Company Act of 1940,
as amended (the 1940 Act), shares of common stock of which are registered
under the Securities Act of 1933, as amended; and

      WHEREAS, the Funds investment objective is long-term capital
appreciation which it seeks to achieve by investing primarily in equity
securities of China companies (as that term is defined in the Prospectus,
dated June 27, 2005 (the Prospectus) contained in the Funds Registration
Statement on Form N-2 File 333-124392 (the Registration Statement)
and

      WHEREAS, the Fund desires to retain the Investment Manager to render
interim investment management services with respect to the Funds assets
other than those Fund assets invested in direct investments (as that term
is defined below), and the Investment Manager is willing to render such
services on an interim basis in accordance with Rule 15a-4 of the 1940 Act.

      NOW, THEREFORE, in consideration of the mutual covenants hereafter
contained, it is hereby agreed by and between the parties hereto 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, to:
                  1. Other than with respect to the portion of the Funds
assets invested in direct investments (assets of the Fund that are invested
in securities that at the time of such investment are not listed (or
approved for listing) on a securities exchange), make all investment
decisions for the assets of the Fund (the Listed Assets) and to manage the
investment and reinvestment of the Listed Assets in accordance with the
investment objective and policies of the Fund set forth in the Funds
Prospectus, and as such investment objective and policies are amended from
time to time by the Funds Board of Directors, and subject always to the
restrictions of the Funds Articles of Incorporation and By-Laws, as amended
or restated from time to time, the provisions of the 1940 Act. Should the
Board of Directors for the Fund 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 connection with its Listed Assets in accordance with the Funds
proxy voting policies which may be amended from time to time by the Board,
however, the Investment Manager will not be required to comply with any
such amendment until 30 days after it has been 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.
It is understood and acknowledged 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 which it deems necessary to implement the investment policies of
the Fund applicable to the Funds Listed Assets and, with respect to the
Funds Listed Assets, to place all orders for the purchase or sale of
portfolio securities for the Fund with brokers or dealers selected by it,
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
Funds Listed 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 transaction. 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. Subject
to these requirements and the provision of the 1940 Act, the U.S. Securities
Exchange Act of 1934 and any other applicable provisions of law, nothing shall
prohibit the Investment Manager from selecting brokers or dealers with which it
or the Fund is affiliated;
                 2. Prepare and make available to the Fund as reasonably
requested by the Board of Directors pertinent research and statistical data;
and
                 3. 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.
            (b) The Investment Manager accepts such appointment and agrees
during the term of this Agreement to render such services, to permit one of
its or its affiliates directors, officers or employees to serve without
compensation as a director and/or officer 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 Fund hereby acknowledges (and the Investment Manager hereby
acknowledges the Fund has informed it) that the Fund has allocated 25% of the
net proceeds of the Offering (as defined in the Prospectus) less 25% of the
aggregate repurchase price of any shares of the Funds Common Stock repurchased
by the Fund to direct investments; provided, however, that such allocation
shall be subject to review and modification by the Board of Directors of
the Fund (the Direct Investment Amount). The portion of the Direct Investment
Amount as is actually invested in direct investments shall be managed by
such entity as may be appointed by the Fund to manage the assets of the
Fund other than the Listed Assets (the Direct Investment Manager) in
accordance with the terms of a separate investment management and advisory
services agreement entered into by and between the Fund and the Direct
Investment Manager (the Direct Investment Management Agreement). The
portion of the Direct Investment Amount as is not actually invested in
direct investments shall be treated as Listed Assets to be managed by
the Investment Manager pursuant to the terms of this Agreement. Whenever
the Direct Investment Manager shall recommend the investment of Fund
assets in a direct investment, the Fund shall instruct the Investment
Manager in writing as to the amount of Fund assets sought to be invested
in such direct investment, and the Investment Manager shall, within ten
business days thereafter (or such other period of time as the Fund may
direct in writing, but such period may not be less than 10 business days),
liquidate sufficient portfolio securities to realize such amount and
make the net proceeds thereof available for investment in such direct
investment Upon the sale of a direct investment, the Direct Investment
Manager shall make the net proceeds thereof available as soon as
reasonably practicable for investment pursuant to this Agreement by
the Investment Manager. For the avoidance of doubt, the Investment
Manager shall not be under any obligation to comply with or to ensure
that the amount of direct investments are within the Direct Investment
Amount.

           (d) The Fund hereby agrees that the Investment Manager shall be
entitled to delegate all or any of its functions, powers, discretions, duties
and obligations, to any person or persons, and any such delegation may be on
such terms and conditions as the Investment Manager thinks fit provided that
any such delegation shall not relieve the Investment Manager of its
obligations under this Agreement; provided, however, that no delegation
of investment management powers and functions may occur unless approved
in advance by the Board of Directors of the Fund and, if required by the
1940 Act, by the Funds stockholders; and provided further that no
delegation of any other powers or functions may occur unless the
Investment Manager has given the Board of Directors of the Fund at
least 30 days prior notice of such delegation.

      2. Compensation. For the services and facilities described in Section 1,
the Fund agrees to pay in United States dollars to the Investment Manager, a
fee 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 capital stock of the Fund, or purchase any share
of the capital stock 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 Chinese equity securities,
so long as the Investment Managers services to the Fund pursuant to this
Agreement are not materially impaired thereby. 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
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, directors, employees, agents or controlling
persons (as defined in the 1940 Act) 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 Investment Manager in the
performance of its duties or by reason of reckless disregard on the part of the
Investment Manager 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. In no event will the
Investment Manager have any responsibility for any portion of the Fund other
than the Listed Assets or for the acts or omissions of the Direct Investment
Manager or any other adviser of the Fund.  In particular, the Investment
Manager shall have no responsibility for the Funds 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 Funds failing to
qualify as a regulated investment company under the Internal Revenue Code
of 1986, as amended (the Code), if the Funds holding of the Listed Assets
is such that the Listed Assets would not be in such violation or if the
Fund would not fail to qualify if the Listed Assets were deemed a separate
series of the Fund or a separate regulated investment company under the Code.

      The Fund agrees to indemnify and hold harmless the Investment Manager, its
officers, directors, employees, agents, shareholders, controlling persons or
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 which may be brought against such Indemnified Party in
connection with the performance or non-performance in good faith of its
functions under this Agreement, except 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 shall pay the salaries and expenses of such officer of the
Fund and any fees and expenses of such Directors
of the Fund who, as contemplated
by Section 1(b) hereof, is a director, officer or employee of the Investment
Manager or any of its affiliates, provided, however, that the Fund, and not the
Investment Manager, shall bear travel expenses
or an appropriate fraction thereof
of any Director and/or officer of the Fund who
is a director, officer or employee
of the Investment Manager to the extent
that such expenses relate to attendance at
meetings of the Board of Directors of the Fund 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: fees of the Direct Investment Manager;
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, it is understood
that directors, officers or agents of the Fund are or may be interested in the
Investment Manager as directors, officers, employees, agents, shareholders or
otherwise, and that the directors, officers, employees, agents or shareholders
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 will be made for
the Fund and such other clients in accordance with the Investment Managers trade
allocation procedures, as may be amended from time to time, provided that the
Board of Directors of the Fund receives at least ten days advance notice of any
such amendment.

      8. Duration and Termination.
	(a) This Agreement shall be effective for a period of two years
from the date hereof and will 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 Funds Board
of  Directors who are neither parties
to this Agreement nor interested persons of
the Fund or of the Investment Manager
or of any entity regularly furnishing investment advisory services with respect
to the Fund pursuant to an agreement with the Investment Manager, cast in person
at a meeting called for the purpose of voting on such approval, and (ii)
separately by the Funds Board of Directors (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 its Board of Directors 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 which does not, in accordance with the
1940 Act, 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 also be automatically terminated if the
Investment Manager ceases to be licensed by the Securities and Futures
Commission of Hong Kong.

            (c) Termination of this Agreement shall not (1) 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
(2) 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.

      9. Amendment. This Agreement may be amended by mutual agreement if
required by the 1940 Act or other applicable law, provided, that, any such
amendment shall only become effective after the affirmative vote of (1) the
holders of a majority of the outstanding voting securities of the Fund, and
(2) a majority of the members of the Funds Board of Directors 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.

      10. 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.

      11. 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:
RCM Asia Pacific Limited
      27th Floor, ICBC Tower,
      3 Garden Road, Central, Hong Kong
       Attention: Jovita Chow, Head of Compliance
      Telephone No.: +852 2238 8901
Facsimile No.: +852 2526 2940

      If to the Fund:
The China 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
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 two days if both the sender
and the addressee are in Hong Kong and within 10 days if the sender
and/or the addressee are outside Hong Kong and the letter is sent by
prepaid airmail, and shall if made by telex be deemed to have been received
when acknowledged by the addressees correct answer back code, 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 which
indicates 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 telex or facsimile was posted that same days as the notice was served
by electronic means.
      12. 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
non-exclusively 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
non-exclusively 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.
      13. Representations and Warranties of the Investment Manager. The
Investment Manager represents and warrants that: (a)it is duly
registered as an investment adviser under the U.S. Investment Advisers
Act of 1940, as amended, and (b) it is duly licensed by the Securities
and Futures Commission of Hong Kong, and that it will use its reasonable
efforts to maintain effective such registration and license during the
term of this Agreement.
      14. 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.
      15. Provision of Certain Information by the Fund. The Fund shall
furnish the Investment Manager with copies of the Funds Articles 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 Investment Manager shall not
be bound by the terms of these documents until delivered to the Investment
Manager in accordance with Section 11 herein. 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.
      16. Press Releases, Reports, Other Disclosures. Any reports, press
releases or other disclosures made by the Fund which contain statements
of the Direct Investment Manager about the Investment Manager or about the
management of assets by the Investment Manager shall be subject to the
prior approval of the Investment Manager.
      17. 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.
      18. 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.
      19. 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 CHINA FUND, INC.


By:/s/ Tracie A. Coop
Name:  Tracie A. Coop
Title:  Secretary


RCM ASIA PACIFIC LIMITED


By:/s/ Aza Yung
Name:  Aza Yung
Title:  Authorized Signatory

By:/s/ Frank Klausfelder
Name:  Frank Klausfelder
Title:  Authorized Signatory



EXHIBIT A
The Investment Manager shall receive a fee for its services under the
Agreement, computed weekly and payable monthly, at the annual rates as
set forth below:
      0.70% of the first $315,000,000 of the Funds average weekly net
assets consisting of Listed Assets; and
      0.50% of the Funds average weekly net assets for all Listed Assets
in excess of $315,000,000.
The net asset value of the Listed Assets shall be determined in the manner
provided in the Funds Registration Statement on Form N-2.




28394065_5

	-2-
28394065_5

Exhibit 77Q1E3 Copies of any new or amended Registrant investment advisory
contracts


28394065_5

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