SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT NO. ___
POST-EFFECTIVE AMENDMENT NO. ___
AND/OR REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 28
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THE TAIWAN FUND, INC.
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(Exact Name of Registrant as Specified in Charter)
225 FRANKLIN STREET
BOSTON, MASSACHUSETTS 02110
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(Address of Principal Executive Offices)
1-800-426-5523
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(Registrant's Telephone Number, Including Area Code)
LAURENCE E. CRANCH, ESQ.
ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
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(Name and Address for Agent for Service)
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EXPLANATORY NOTE
This filing is made solely for the purpose of filing as an Exhibit
the Amended and Restated By-Laws of The Taiwan Fund, Inc.
PART C - OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(1) FINANCIAL STATEMENTS
(i) Portfolio of Investments as of August 31, 1995
(ii) Statement of Assets and Liabilities as of August 31, 1995
(iii) Statement of Operations for the fiscal year ended August
31, 1995
(iv) Statement of Changes in Net Assets for the fiscal years
ended August 31, 1994 and 1995
(v) Financial Highlights for the fiscal years ended August
31, 1992-1995, the eight-month period ended August 31, 1991
and the fiscal years ended December 31, 1989-1990
(vi) Notes to Financial Statements for the fiscal year ended
August 31, 1995
(vii) Report of Independent Accountants dated October 17, 1995
(viii) Portfolio of Investments as of February 29, 1996 (unaudited)
(ix) Statement of Assets and Liabilities as of February 29,
1996 (unaudited)
(x) Statement of Operations for the six-month period ended
February 29, 1996 (unaudited)
(xi) Statement of Changes in Net Assets for the six-month
periods ended February 28, 1995 and February 29, 1996
(xii) Financial Highlights for the six-month period ended February
29, 1996 (unaudited), fiscal years ended August 31, 1992-
1995, the eight-month period ended August 31, 1991 and the
fiscal years ended December 31, 1989-1990
(xiii) Notes to Financial Statements for the six-month period
ended February 29, 1996 (unaudited)
(2) EXHIBITS
(a) Restated Certificate of Incorporation (previously filed as
Exhibit 1 to Pre-Effective Amendment No. 3 to Registrant's
Registration
(b) Amended and Restated By-Laws (*)
(c) Not applicable
(d)(1) Specimen certificate for Common Stock (previously filed as
Exhibit 4 to Amendment No. 8 to Registrant's Registration
Statement on Form N-2 (File No. 811-4893) filed with the
Securities and Exchange Commission on May 1, 1989).
(e) Dividend Reinvestment and Cash Purchase Plan of the Registrant
(previously filed as Exhibit 10(E) to Registrant's
Registration Statement on Form N-2 (File No. 33-21789) filed
with the Securities and Exchange Commission on April 27,1988
("Amendment No. 5")
(f) Not applicable
(g)(1) Securities Investment Trust Investment Management and
Custodian Contract dated December 16, 1986 among Registrant,
China Securities Investment Trust Corporation and The
International Commercial Bank of China (previously filed as
Exhibit 6(A) to Amendment No. 5)
(2) Investment Advisory and Management Agreement Relating to U.S.
Dollar Assets dated as of December 16, 1986 between Registrant
and China Securities Investment Trust Corporation (previously
filed as Exhibit 6(B) to Amendment No. 5)
(h)(1) Form of Underwriting Agreement (incorporated by reference to
Exhibit h(1) to Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-2 (File No. 333-2697)
previously filed with the Securities and Exchange Commission
on April 26, 1996 ("Pre-Effective Amendment No. 1-1996")
(2) Form of Agreement among Underwriters (incorporated by
reference to Exhibit h(2) to Pre-Effective Amendment No.
1-1996)
(3) Form of Selected Dealer Agreement (incorporated by reference
to Exhibit h(3) to Pre-Effective Amendment No. 1-1996)
(i) Not applicable
(j)(1) See Exhibit (g)(1)
(2) Custodian Agreement Relating to U.S. Dollar Assets dated
December 16, 1986 between Registrant and State Street Bank and
Trust Company (previously filed as Exhibit 9(B) to Amendment
No. 5)
(k)(1) Registrar, Transfer Agency and Service Agreement dated
December 16, 1986 between Registrant and State Street Bank and
Trust Company (previously filed as Exhibit 10(D) to Amendment
No. 5)
(2) Administration Agreement dated April 1, 1994 between State
Street Bank and Trust Company and the Registrant (previously
filed as Exhibit k(2) to Pre-Effective No. 1 to Registrant's
Registration Statement on Form N-2 (File No. 33-92378) filed
with the Securities and Exchange Commission on June 19, 1995
("Pre-Effective Amendment No. 1")
(3) Accounting Services Agreement dated April 1, 1994 between
State Street Bank and Trust Company and the Registrant
(previously filed as Exhibit k(3) to Pre-Effective Amendment
No. 1)
(l) Opinion and consent of Rogers & Wells (previously filed as
Exhibit (1) to the Registration Statement on Form N-2 (File
No. 811-4893) filed with the Securities and Exchange
Commission on May 2, 1996)
(m) Not applicable
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(n)(1) Opinion and consent of Lee & Li (previously filed as Exhibit
(n)(1) to the Registration Statement on Form N-2 (File No.
811-4893) filed with the Securities and Exchange Commission
on May 2, 1996)
(2) Consent of Coopers & Lybrand L.L.P. (previously filed as
Exhibit (n)(2) to the Registration Statement on Form N-2 (File
No. 811-4893) filed with the Securities and Exchange
Commission on May 2, 1996)
(o) Not applicable
(p) See Exhibit (g)(1)
(q) Not applicable
* Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, as
amended, the Registrant has duly caused this Amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Taipei, Taiwan, on the 27th day of October, 1999.
THE TAIWAN FUND, INC.
By: /s/ S.Y. WANG
S.Y. Wang
Chairman
EXHIBIT INDEX
Exhibit Number Description of Document Location of Exhibit in Sequential
Numbering System
1 Amended and Restated By-Laws 2(b)
Exhibit 2(b)
AMENDED AND RESTATED
BY-LAWS
of
THE TAIWAN FUND, INC.
(as amended on October 11, 1999)
ARTICLE I
Offices
Section 1.1. Registered Office. The registered office of the Corporation
shall be at 1209 Orange Street, City of Wilmington, County of New Castle, State
of Delaware.
Section 1.2. Principal Office. The principal office of the Corporation
shall be at 225 Franklin Street, Boston, Massachusetts.
Section 1.3. Other Offices. The Corporation may have such other offices in
such places as the Board of Directors (the "Board") may from time to time
determine.
ARTICLE II
Stockholders' Meetings
Section 2.1. Place of Meetings. An annual meeting of stockholders for the
election of directors and such other business as may properly come before the
meeting shall be held at such place, city and state and country as the Board of
Directors may determine; and notice of the place so fixed shall be given to
stockholders at least ten days before but not more than sixty days before said
meeting. All other meetings of the stockholders of the Corporation shall be held
at such place or places within or without the State of Delaware as may be fixed
from time to time by the Board of Directors and specified in the respective
notices of such meetings.
Section 2.2. Annual Meeting. The annual meeting of stockholders shall be
held during the month of February, or such other month as the Board of Directors
may select, in each year, on such date and at such hour as may from time to time
be designated by the Board of Directors and stated in the notice of such
meeting.
Section 2.3. Special Meetings. Special Meetings of the stockholders of the
Corporation, unless otherwise provided by law or by the Certificate of
Incorporation, may be held for any purpose or purposes upon call of the
President or a majority of the Board of Directors of the Corporation or on the
written request of the holders of at least 25% of the outstanding common stock
of the Corporation entitled to vote at such meeting. No special meeting need be
called upon the request of the holders of shares entitled to cast less than a
majority of all votes entitled to be cast at such meeting to consider any matter
which is substantially the same as a matter voted upon at any special meeting of
stockholders held during the preceding twelve months.
Section 2.4. Notice. Notice of the time and place of the annual meeting of
stockholders shall be given by personally delivering or mailing written notice
of the same at least ten but not more than sixty days before such meeting, and
written notice of the time and place of special meetings and of the purpose or
purposes for which called shall be given at least ten but not more than sixty
days before each such meeting, but meetings may be held without notice if all
stockholders are present thereat, or if notice is waived by those not present.
The Board of Directors may fix in advance a date, not less than ten nor more
than sixty days preceding the date of any such meeting of stockholders as the
record date for the determination of the stockholders entitled to notice of and
to vote at any such meeting. If mailed, notice shall be deemed to be given when
deposited in the United States mail addressed to the stockholders.
Section 2.5. Quorum. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite to, and shall
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constitute, a quorum at all meetings of the stockholders for the transaction of
business, except as otherwise provided by the Certificate of Incorporation or by
these By-laws. If, however, a quorum shall not be present or represented at any
meeting of the stockholders, the stockholders entitled to vote thereat, present
in person or represented by proxy, shall have the power to adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present or represented. At any such adjourned meeting at which
a quorum shall be present or represented any business may be transacted which
might have been transacted at the meeting as originally noticed.
Section 2.6. Voting. At any meeting of the stockholders every stockholder
having the right to vote shall be entitled to vote in person or by proxy
appointed by an instrument in writing subscribed by such stockholder. Each
stockholder shall have one vote for each share of stock having voting power
registered in his name on the books of the Corporation.
Section 2.7. Matters To Be Acted On at Stockholders Meetings.
(a) Annual Meetings of Stockholders.
(1) Nominations of persons for election to the Board of Directors and
the proposal of business to be considered by the stockholders may be made at an
annual meeting of stockholders only if made (i) pursuant to the Corporation's
notice of meeting, (ii) by or at the direction of the Board of Directors or
(iii) by any stockholder of the Corporation who was a stockholder of record at
the time of giving of notice provided for in this Section 2.7(a), who is
entitled to vote at the meeting and who complied with the notice procedures set
forth in this Section 2.7(a).
(2) For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (iii) of paragraph (a)(1) of
this Section 2.7, the stockholder must have given timely notice thereof in
writing to the secretary of the Corporation. To be timely, a stockholder's
notice shall be delivered to the secretary at the principal executive offices of
the
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Corporation not less than 60 days nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting; provided, however, that in
the event that the date of the annual meeting is advanced by more than 30 days
or delayed by more than 60 days from such anniversary date, notice by the
stockholder to be timely must be so delivered not earlier than the 90th day
prior to such annual meeting and not later than the close of business on the
later of the 60th day prior to such annual meeting or the tenth day following
the day on which public announcement of the date of such meeting is first made.
Such stockholder's notice shall set forth (i) as to each person whom the
stockholder proposes to nominate for election or reelection as a director, all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (the "Exchange Act") (including such person's written consent to
being named in the proxy statement as a nominee and to serving as a director if
elected); (ii) as to any other business that the stockholder proposes to bring
before the meeting, a brief description of the business desired to be brought
before the meeting, the reasons for conducting such business at the meeting and
any material interest in such business of such stockholder and of the beneficial
owners, if any, on whose behalf the proposal is made; and (iii) as to the
stockholder giving the notice and the beneficial owners, if any, on whose behalf
the nomination or proposal is made, (x) the name and address of such
stockholder, as they appear on the Corporation's books, and of such beneficial
owners, if any, and (y) the class and number of shares of stock of the
Corporation which are owned beneficially and of record by such stockholder and
such beneficial owners, if any.
(3) Notwithstanding anything in the second sentence of paragraph
(a)(2) of this Section 2.7 to the contrary, in the event that the number of
directors to be elected to the Board of Directors is increased and there is no
public announcement naming all of the nominees for director or specifying the
size of the increased Board of Directors made by the Corporation at least 70
days prior to the first anniversary of the preceding year's annual meeting, a
stockholder's notice required by paragraph (a)(2) of this Section 2.7 shall also
be considered timely, but only with respect to nominees for any new
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positions created by such increase, if it shall be delivered to the secretary at
the principal executive offices of the Corporation not later than the close of
business on the tenth day following the day on which such public announcement is
first made by the Corporation.
(b) Special Meetings of Stockholders.
(1) Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting.
(2) Nominations of persons for election to the Board of Directors may
be made at a special meeting of stockholders at which directors are to be
elected (i) pursuant to the Corporation's notice of meeting, (ii) by or at the
direction of the Board of Directors or (iii) provided that the Board of
Directors has determined that directors shall be elected at such special
meeting, by any stockholder of the Corporation who (x) has given timely notice
thereof meeting the requirements of Section 2.7(b)(3), (y) is a stockholder of
record at the time of giving of such notice, and (z) is entitled to vote at the
meeting.
(3) To be timely, a stockholder's notice referred to in Section
2.7(b)(2) must have been delivered to the secretary of the Corporation at the
principal executive offices of the Corporation not earlier than the 90th day
prior to such special meeting and not later than the close of business on the
later of the 60th day prior to such special meeting or the tenth day following
the day on which public announcement is made of the date of the special meeting
and of the nominees proposed by the Board of Directors to be elected at such
meeting. Such stockholder's notice shall set forth (i) as to each person whom
the stockholder proposes to nominate for election or reelection as a director,
all information relating to such person that is required to be disclosed in
solicitations of proxies for election
<PAGE>
of directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Exchange Act (including such person's written consent to being named
in the proxy statement as a nominee and to serving as a director if elected);
and (ii) as to the stockholder giving the notice and the beneficial owners, if
any, on whose behalf the nomination or proposal is made, (x) the name and
address of such stockholder, as they appear on the Corporation's books, and of
such beneficial owners, if any, and (y) the class and number of shares of stock
of the Corporation which are owned beneficially and of record by such
stockholder and such beneficial owners, if any.
(c) Declaration Regarding Improper Business. The chairman of an annual or
special meeting shall, if the facts warrant, determine and declare to the
meeting that business was not properly brought before the meeting in accordance
with the provisions of this Section 2.7, and if he should so determine, he shall
so declare to the meeting and any such business not properly brought before the
meeting shall not be transacted.
ARTICLE III
Directors
Section 3.1. Number of Directors. The Board of Directors shall be not less
than 3 nor more than 15 in number as may be fixed from time to time by the
affirmative vote at a meeting of the holders of a majority of the stock
outstanding or by resolution of the Board of Directors adopted by a majority of
the directors then in office, except that no decrease in the number of directors
shall shorten the term of any incumbent director unless such director is
specifically removed pursuant to Section 3.5 of these By-laws at the time of
such decrease. Directors need not be stockholders.
Section 3.2. Election and Term of Directors. Directors shall be elected
annually, by election at the annual meeting of stockholders or a special meeting
held for that purpose. The term of
<PAGE>
office of each director shall be from the time of his election and qualification
until the annual election of directors next succeeding his election or until his
successor shall have been elected and shall have qualified. If the annual
election of directors is not held on the date designated therefor, the directors
shall cause such election to be held as soon thereafter as convenient.
Section 3.3. Newly Created Directorships and Vacancies. Newly created
directorships resulting from an increase in the number of directors shall be
filled by vote of the stockholders or by a vote of a majority of the directors
then in office. Vacancies occurring in the Board for any reason may be filled by
election at a meeting of stockholders or by vote of a majority of the directors
then in office if immediately after filling any such vacancy at least two-thirds
of the directors then holding office shall have been elected to such office by
the holders of the outstanding voting securities of the Corporation at an annual
or special meeting. In the event that at any time less than a majority of the
directors of the Corporation holding office at that time were elected by the
stockholders, a meeting of the stockholders shall forthwith be held as promptly
as possible and in any event within 60 days from such time for the purpose of
electing directors to fill any existing vacancies in the Board unless the
Securities and Exchange Commission shall by order extend such period. A director
chosen to fill a vacancy shall hold office until his death, resignation or
removal or until his successor shall have been elected and shall have qualified.
Section 3.4. Resignation. Any director may resign from his office at any
time either by oral or written tender of resignation at any meeting of the Board
or by written tender to the Chairman of the Board, if any, or the President or
by giving written notice to the Secretary of the Corporation. Any such
resignation shall take effect at the time specified therein or, if the time be
not specified, upon receipt thereof, and the acceptance of such resignation,
unless required by the terms thereof, shall not be necessary to make such
resignation effective.
<PAGE>
Section 3.5. Removal. Any or all of the directors may be removed at any
time, with or without cause, by the affirmative vote at a meeting of the holders
of a majority of the stock outstanding.
Section 3.6. Meetings. Meetings of the Board, regular or special, may be
held at any place within or without the State of Delaware, or by conference
telephone as provided in Section 3.7 of these By Laws. The Board may fix times
and places for regular meetings of the Board. Special meetings of the Board
shall be held whenever called by the Chairman of the Board, if any, or by the
President or by at least one-third of the directors for the time being in
office, at such time and place as shall be specified in the notice or waiver
thereof. Notice and a preliminary agenda shall be given to each director at
least two days prior to the date for such regular meeting. Notice of a special
meeting of the Board and a preliminary agenda for such special meeting shall be
given by the Secretary, or by a person calling the meeting, to each director at
24 hours prior to the date for such special meeting.
Section 3.7. Telephone Meetings. Members of the Board of Directors or a
committee of the board of Directors may participate in a meeting by means of a
conference telephone or similar communications equipment if all persons
participating in the meeting can hear each other at the same time. subject to
the provisions of the Investment Company Act of 1940, as amended, participation
in a meeting by these means constitutes presence in person at the meeting.
Section 3.8. Quorum and Voting. One-third of the members of the Board, but
not less than 2, shall constitute a quorum for the transaction of business, but,
if there be less than a quorum at any meeting of the Board, a majority of the
directors present may adjourn the meeting from time to time, and no further
notice thereof need be given other than announcement at the meeting which shall
be so adjourned. Except as otherwise provided by law or by these By-laws, any
act of a majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.
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Section 3.9. Written Consent of Directors in Lieu of a Meeting. Any action
required or permitted to be taken at any meeting of the Board of Directors or of
any committee thereof may be taken without a meeting, if all members of the
Board or of such committee, as the case may be, consent thereto in writing and
the writing or writings are filed with the minutes of proceedings of the Board
or committee.
Section 3.10. Compensation. Directors may receive compensation for services
to the Corporation in their capacities as directors or otherwise in such manner
and in such amounts as may be fixed from time to time by the Board of Directors.
Section 3.11. Contracts and Transactions Involving Directors. No contract
or transaction between the Corporation and one or more of its directors or
officers, or between the Corporation and any other corporation, partnership,
association, or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest, shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board or committee thereof
which authorizes the contract or transaction, or solely because his or their
votes are counted for such purpose, if: (1) the material facts as to his
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board or committee
in good faith authorizes the contract or transaction by the affirmative votes of
a majority of the disinterested directors, even though the disinterested
directors be less than a quorum; or (2) the material facts as to his
relationship or interest and as to the contract or transaction are disclosed or
are known to the shareholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the shareholders;
or (3) the contract or transaction is fair as to the Corporation as of the time
it is authorized, approved or ratified, by the Board of Directors, a committee
thereof, or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction.
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ARTICLE IV
Committees
Section 4.1. Executive Committee. There may be an Executive Committee
consisting of such number of members, not less than three, as may be fixed from
time to time by the Board of Directors, who shall be elected by the Board of
Directors from among its members by resolution passed by a majority of the whole
Board. At least a majority of the members of the Executive Committee shall be
persons who are not "interested persons", as defined in the Investment Company
Act of 1940, as amended, of the Corporation or any investment adviser to, or
underwriter of securities of, the Corporation. During the intervals between
meetings of the Board of Directors, the Executive Committee shall have and may
exercise all the powers of the Board of Directors in the management of the
business and affairs of the Corporation, except as may be limited by law. The
Executive Committee may adopt rules governing the method of calling and time and
place of holding its meetings. A majority of the Executive Committee shall
constitute a quorum for the transaction of business and the act of a majority of
the members of the Executive Committee present at a meeting at which a quorum is
present shall be the act of the Executive Committee. The Executive Committee
shall keep a record of its acts and proceedings and shall report thereon to the
Board of Directors. Any or all members of the Executive Committee may be
removed, with or without cause, by resolution of the Board of Directors, adopted
by a majority of the whole Board.
Section 4.2. Other Committees of the Board. The Board of Directors may from
time to time, by resolution adopted by a majority of the whole Board, constitute
and appoint one or more other committees of the Board, each such committee to
consist of such number of directors and to have such powers and duties as the
Board of Directors, by a resolution may prescribe.
Section 4.3. Advisory Committees. The Board of Directors may from time to
time, by resolution adopted by a majority of the whole Board, constitute and
appoint one or more advisory
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committees, consisting of such persons as the Board may designate
whether or not officers or directors of the Corporation.
ARTICLE V
Officers
Section 5.1. Executive Officers. The executive officers of the Corporation
shall be chosen by the Board of Directors as soon as may be practicable after
the annual meeting of the stockholders. These may include a Chairman (who may be
a Director) and shall include a President (who may be a Director), one or more
Vice-Presidents (the number thereof to be determined by the Board of Directors),
a Secretary and a Treasurer. The Board of Directors or the Executive Committee
may also in its discretion appoint Assistant Secretaries, Assistant Treasurers
and other officers, agents and employees, who shall have such authority and
perform such duties as the Board or the Executive Committee may determine. The
Board of Directors may fill any vacancy which may occur in any office. Any two
offices, except those of President and Vice-President, may be held by the same
person, but no officer shall execute, acknowledge or verify any instrument in
more than one capacity, if such instrument is required by law or these By-Laws
to be executed, acknowledged or verified by two or more officers.
Section 5.2. Term of Office. The term of office of all officers shall be
one year and until their respective successors are chosen and qualified. Any
officer may be removed from office at any time with or without cause by the vote
of a majority of the whole Board of Directors. Any officer may resign his office
at any time by delivering a written resignation to the Board of Directors, the
President, the Secretary, or any Assistant Secretary. Unless otherwise specified
therein, such resignation shall take effect upon delivery.
Section 5.3. Powers and Duties. The officers of the Corporation shall have
such powers and duties as generally pertain to their respective offices, as well
as such powers and duties as may from time to time be conferred by the Board of
Directors or the Executive Committee.
<PAGE>
Section 5.4. Surety Bonds. The Board of Directors may require any officer
or agent of the Corporation to execute a bond (including, without limitation,
any bond required by the Investment Company Act of 1940, as amended, and the
rules and regulations of the Securities and Exchange Commission) to the
Corporation in such sum and with such surety or sureties as the Board of
Directors may determine, conditioned upon the faithful performance of his duties
to the Corporation, including responsibility for negligence and for the
accounting of any of the Corporation's property, fund or securities that may
come into his hands.
Section 5.5. Chairman of the Board. The Chairman of the Board, if any,
shall preside at all meetings of stockholders and of the Board of Directors, and
shall have such other powers and duties as may be delegated to him by the Board
of Directors.
Section 5.6. President. The President shall be the chief executive officer
of the Corporation. In the absence of the Chairman of the Board, he shall
preside at all meetings of the stockholders. He shall have general charge of the
business and affairs of the Corporation. He may employ and discharge employees
and agents of the Corporation, except such as shall be appointed by the Board,
and he may delegate these powers.
Section 5.7. Vice Presidents. Each Vice President shall have such powers
and perform such duties as the Board of Directors or the President may from time
to time prescribe. In the absence or inability to act of the President, the
Board of Directors shall designate the Vice President who shall perform all the
duties and may exercise any of the powers of the President.
Section 5.8. Treasurer. The Treasurer shall have the care and custody of
all funds and securities of the Corporation which may come into his hands, shall
endorse the same for deposit or collection when necessary and deposit the same
to the credit of the Corporation in such banks or depositaries as the Board of
Directors may authorize. He may endorse all commercial documents requiring
endorsements for or on behalf of the Corporation and may sign all receipts and
vouchers for
<PAGE>
payments made to the Corporation. He shall have all such further powers and
duties as generally are incident to the position of Treasurer or as may be
assigned to him by the President or the Board of Directors.
Section 5.9. Secretary. The Secretary shall record all proceedings of
meetings of the stockholders and directors in a book kept for that purpose and
shall file in such book all written consents of the stockholders or directors to
any action taken without a meeting. He shall attend to the giving and serving of
all notices of the Corporation. He shall have custody of the seal of the
Corporation and shall attest the same by his signature whenever required. He
shall have charge of the stock ledger and such other books and papers as the
Board of Directors may direct, but he may delegate responsibility for
maintaining the stock ledger to any transfer agent appointed by the Board. He
shall have all such further powers and duties as generally are incident to the
position of Secretary or as may be assigned to him by the President or the Board
of Directors.
Section 5.10. Delegation of Duties. In case of the absence of any officer
of the Corporation, or for any other reason that the Board may deem sufficient,
the Board may confer for the time being the powers or duties, or any of them, of
such officer upon any other officer or upon any director.
ARTICLE VI
Indemnification
Section 6.1. Indemnification of Directors, Officers, Employees and Agents.
Each officer, director, employee or agent of the Corporation shall be
indemnified by the Corporation to the full extent permitted by Section 145 of
the Delaware Corporation Law and all other applicable laws of the State of
Delaware, subject to the requirements of the Investment Company Act of 1940, as
amended, and the rules and regulations thereunder.
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Section 6.2. No provision of these By-laws shall protect or indemnify any
director or officer of the Corporation against any liability to the Corporation
or its security holders to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless disregard of the
duties involved in the conduct of his office ("disabling conduct"). Moreover, no
officer or director of the Corporation shall receive any indemnification from
the Corporation against any liability to the Corporation or its security holders
to which such officer would otherwise be subject unless there has been (1) a
final decision on the merits by a court or other body before whom the preceding
alleging liability was brought that the officer or director to be indemnified
(the "indemnitee") was not liable by reason of disabling conduct, or (2) a
reasonable determination, based upon a review of the facts, that the indemnitee
was not liable by reason of disabling conduct, by (i) the vote of a majority of
a quorum of the corporation's directors who are neither "interested directors"
as defined in the Investment Company Act of 1940, as amended, nor parties to the
preceding ("disinterested non-party directors"), or (ii) an independent legal
counsel in a written opinion. In addition, no indemnitee shall receive from the
Corporation an advance of attorneys' fees or other expenses incurred by him in
defending a proceeding alleging such liability except upon the undertaking of
such indemnitee to repay the advance unless it is ultimately determined that he
is entitled to indemnification but only if at least one of the following is also
required as a condition to the advance: (1) the indemnitee shall provide a
security for his undertaking, (2) the Corporation shall be insured against
losses arising by reason of any lawful advances, or (3) a majority of a quorum
of the disinterested, non-party directors of the Corporation, or an independent
legal counsel in a written opinion, shall determine, based on a review of
readily available facts (as opposed to a full trial-type inquiry), that there is
reason to believe that the indemnitee ultimately will be found entitled to
indemnification.
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ARTICLE VII
Common Stock
Section 7.1. Certificates. Certificates for stock of the Corporation shall
be in such form as shall be approved by the Board of Directors and shall be
signed in the name of the Corporation by the Chairman of the Board, if any, or
the President or a Vice President and by the Secretary or any Assistant
Secretary or the Treasurer or an Assistant Treasurer. Such certificates may be
sealed with the seal of the Corporation or a facsimile thereof, and shall
contain such information as is required by law to be stated thereon. If any
stock certificate was countersigned by a transfer agent or registrar other than
the Corporation or its employee, any other signature on the certificate may be a
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.
Section 7.2. Transfers of Stock. Transfers of stock with respect to which
certificates have been issued shall be made only upon the books of the
Corporation by the holder, in person or by duly authorized attorney, and on the
surrender of the certificate or certificates for such stock properly endorsed.
Transfers of stock with respect to which certificates have not been issued shall
be made only upon the books of the Corporation on the written request by the
holder. The Board of Directors shall have the power to make all such rules and
regulations, not inconsistent with the Certificate of Incorporation and these
By-laws, as the Board may deem appropriate concerning the issue, transfer and
registration of stock of the Corporation, whether represented by certificates or
held in an account maintained by the Corporation. The Board may appoint one or
more transfer agents or registrars of transfers, or both, and may require all
stock certificates to bear the signature of either or both.
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Section 7.3. Lost, Stolen or Destroyed Certificates. The Corporation may
issue a new stock certificate in the place of any certificate theretofore issued
by it, alleged to have been lost, stolen or destroyed, and the Corporation may
require the owner of the lost, stolen or destroyed certificate or his legal
representative to give the Corporation a bond sufficient to indemnify it against
any claim that may be made against it on account of the alleged loss, theft or
destruction or any such certificate or the issuance of any such new certificate.
The Board may require such owner to satisfy other reasonable requirements.
ARTICLE VIII
Seal
Section 8.1. Seal. The seal of the Corporation shall be circular in form
and shall bear, in addition to any other emblem or device approved by the Board
of Directors, the name of the Corporation, the year of its incorporation and the
words "Corporate Seal" and "Delaware". Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any other manner reproduced.
ARTICLE IX
Fiscal Year
Section 9.1. Fiscal Year. Until otherwise determined by the Board, the
fiscal year of the Corporation shall end on the 31st day of August in each year.
ARTICLE X
Waiver of Notice
Section 10.1. Waiver of Notice. Whenever notice is required to be given by
statute, or under any provision of the Certificate of Incorporation or these
By-laws, a written waiver thereof, signed by the person entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent to
notice. In the case of a stockholder, such waiver of notice may be signed by
such stockholder's
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attorney or a proxy duly appointed in writing. Attendance of a stockholder at a
meeting of stockholders, or attendance of a director at a meeting of the Board
of Directors or any committee thereof, shall constitute a waiver of notice of
such meeting, except when such stockholder or director, as the case may be,
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the stockholders or of the directors need
be specified in any written waiver of notice.
ARTICLE XI
Depositaries and Custodians
Section 11.1. The funds of the Corporation shall be deposited with such
banks or other depositaries as the Board of Directors of the Corporation may
from time to time determine.
Section 11.2. All securities and other investments shall be deposited in
the safekeeping of such banks or other companies as the Board of Directors of
the Corporation may from time to time determine.
Section 11.3. Every arrangement entered into with any bank or other company
for the safekeeping of the securities and investments of the Corporation shall
contain provisions complying with the Investment Company Act of 1940, as
amended, and the general rules and regulations thereunder.
ARTICLE XII
Execution of Instruments
Section 12.1. Checks, Notes, Drafts, Etc. Checks, notes, drafts,
acceptances, bills of exchange and other orders or obligations for the payment
of money shall be signed by such officer or officers or person or persons as the
Board of Directors by resolution shall from time to time designate.
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Section 12.2. Sale or Transfer of Securities. Stock certificates, bonds or
other securities at any time owned by the Corporation may be held on behalf of
the Corporation or sold, pledged, hypothecated, transferred or otherwise
disposed of pursuant to authorization by the Board and, when so authorized to be
held on behalf of the Corporation or sold, pledged, hypothecated, transferred or
otherwise disposed of, may be transferred from the name of the Corporation in
such manner as the Board of Directors shall determine.
ARTICLE XIII
Fundamental Policies
Section 13.1. The Corporation will not purchase any security (other than
obligations of the U.S. government, its agencies or instrumentalities) if as a
result: (i) as to 75% of the Corporation's total assets, more than 5% of the
Corporation's total assets (taken at current value) would then be invested in
securities of a single issuer, (ii) as to the remaining 25% of the Corporation's
total assets, more than 10% of the Corporation's total assets (taken at current
value) would then be invested in securities of a single issuer (except that the
Corporation may invest not more than 25% of its total assets in obligations of
the government of the Republic of China, its agencies or instrumentalities),
(iii) more than 10% of the voting equity securities (at the time of such
purchase) of any one issuer would be owned by the Corporation, and (iv) more
than 25% of the Corporation's total assets (taken at current value) would be
invested in a single industry.
Section 13.2. The Corporation will not purchase any equity securities
which, at the date purchase is made, are not traded in the over-the-counter
market in Taiwan or listed and traded on the Taiwan Stock Exchange, except that
the Corporation may purchase equity securities in initial public offerings and
secondary public offerings if such securities will be listed on the Taiwan Stock
Exchange immediately following such offering.
Section 13.3. The Corporation will not purchase partnership interests.
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Section 13.4. The Corporation will not borrow money or pledge its assets,
except that the Corporation may borrow from a bank in the United States for
temporary or emergency purposes in amounts not exceeding 5% (taken at the lower
of cost or current value of its total assets (not including the amount
borrowed)), and may also pledge its assets held in the United States to secure
such borrowings.
Section 13.5. The Corporation will not purchase securities on margin,
except for short-term credits as may be necessary for clearance of transactions.
Section 13.6. The Corporation will not make short sales of securities or
maintain a short position.
Section 13.7. The Corporation will not buy or sell commodities or commodity
contracts or real estate or interests in real estate, except the Corporation may
enter into forward foreign currency exchange contracts, foreign currency futures
contracts, and options on foreign currencies and foreign currency futures
contracts for bona fide hedging purposes.
Section 13.8. The Corporation will not act as an underwriter of securities
of other issuers.
Section 13.9. The Corporation will not make loans, including loans of cash
or portfolio securities, to any person; for purposes of this investment
restriction, the term "loans" shall not include the purchase of a portion of an
issue of publicly distributed bonds, debentures or other securities.
Section 13.10. The Corporation will not purchase securities issued by any
issuer which owns, whether directly or indirectly or in concert with another
person, more than 5% of the equity securities (whether voting or non-voting) of
the Adviser or which takes a significant role in the management of the Adviser.
Section 13.11. The Corporation may not issue senior securities.
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Section 13.12. The Corporation may not purchase beneficiary certificates
representing interests in Republic of China securities investment trust funds
other than the fund established under the investment advisory agreement with the
Corporation's investment adviser or effect any transaction in securities with
another Republic of China securities investment trust fund managed by such
investment adviser.
Section 13.13. If a percentage restriction on investment or use of assets
set forth above is adhered to at the time a transaction is effected, later
changes in percentage resulting from changing values will not be considered a
violation of the restrictions contained in this Article. Also, if the
Corporation exercises subscription rights to purchase securities of an ROC
issuer at a time when the Fund's portfolio holdings of securities of that issuer
(or that issuer's industry) would otherwise exceed the limits set forth in
clauses (i), (ii), (iii) or (iv) of Section 13.1 hereof, it will not constitute
a violation of this Article if, prior to receipt of securities on exercise of
such rights, and after announcement of such rights, the Corporation has sold at
least as many shares as it would receive on exercise of such rights.
ARTICLE XIV
Amendments
Section 14.1. Amendments. These By-laws or any of them may be amended,
altered or repealed at any regular meeting of the stockholders or at any special
meeting of the stockholders at which a quorum is present or represented,
provided that notice of the proposed amendment, alteration or repeal be
contained in the notice of such special meeting. These By-laws, except ARTICLE
XIII hereof, may also be amended, altered or repealed by the affirmative vote of
a majority of the Board of Directors at any regular meeting of the Board of
Directors, or at any special meeting of the Board of Directors if notice of the
proposed amendment, alteration or repeal be contained in the notice of such
special meeting. The By-laws, or any of them, set forth in ARTICLE XIII of these
By-laws may be amended, altered or repealed only by the affirmative vote of a
majority of the outstanding shares of common stock of the
<PAGE>
Corporation at a regular meeting or special meeting of the stockholders, the
notice of which contains the proposed amendment, alteration or repeal. For
purposes of amending any By-law set forth in ARTICLE XIII of these By-laws, a
majority of the outstanding shares of common stock of the Corporation shall mean
the lesser of 67% of the voting securities present at the meeting, if a quorum
is present, or 50% of the outstanding voting securities.
