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. 29
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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)
<PAGE>
EXPLANATORY NOTE
This filing is made solely for the purpose of filing an Amendment to the
Registration Statement of The Taiwan Fund, Inc. (the "Fund") to reflect the
adoption of an amended Code of Ethics by the Fund.
At a meeting of the Board of Directors of the Fund held on April 11, 2000, the
Directors adopted an amended Code of Ethics and Compliance Procedures (attached
hereto as Exhibit I) to conform to the amendments to Rule 17j-1 under the
Investment Company Act of 1940, adopted by the Securities and Exchange
Commission on August 27, 1999.
<PAGE>
SIGNATURE
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 2nd day of May, 2000.
THE TAIWAN FUND, INC.
By: /s/ S.Y. Wang
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S.Y. Wang
Chairman
<PAGE>
THE TAIWAN FUND INC.
CHINA SECURITIES INVESTMENT TRUST CORPORATION
CODE OF ETHICS
As Amended April 11, 2000
On October 31, 1980, the Securities and Exchange Commission (the "SEC")
adopted Rule 17j-1 (as amended, the "Rule") under the Investment Company Act of
1940, as amended (the "1940 Act") to require investment companies to adopt a
written code of ethics designed to deal with the potential "conflicts of
interest" that might arise with regard to transactions by affiliated persons of
an investment company. On August 27, 1999, the SEC adopted certain amendments to
the Rule. The Taiwan Fund Inc. (the "Fund") and the Fund's investment adviser,
China Securities Investment Trust Corporation (the "Adviser"), have adopted this
Code of Ethics (the "Code") pursuant to the Rule.
The Rule makes it unlawful for any affiliated person of, or principal
underwriter for, the Fund, or any affiliated person of the Adviser, in
connection with the purchase or sale, directly or indirectly, by the person of a
security held or to be acquired by the Fund:
(1) To employ any device, scheme or artifice to defraud the Fund;
(2) To make any untrue statement of a material fact to the Fund or omit to
state a material fact necessary in order to make the statements made to the
Fund, in light of the circumstances under which they are made, not misleading;
(3) To engage in any act, practice or course of business that operates or
would operate as a fraud or deceit on the Fund; or
(4) To engage in any manipulative practice with respect to the Fund.
This Code and the compliance procedures being adopted in connection
herewith are designed to prevent such unlawful activities.
A. Definitions.
1. Access Person. As used in this Code, the term "access person" shall
mean: (a) any director, officer (other than the Assistant Secretary of the
Fund), general partner or advisory person of the Fund or the Adviser; or (b) any
director, officer, or general partner of a principal underwriter of the Fund
who, in the ordinary course of business, makes, participates in or obtains
information regarding, the purchase or sale of covered securities for the Fund,
or whose functions or duties in the ordinary course of business relate to the
making of any recommendation to the Fund regarding the purchase or sale of
covered securities.
2. Advisory Person. As used in this Code, the term "advisory person" shall
mean (a) any employee of the Fund or of the Adviser, or of any company in a
control relationship to the Fund or the Adviser, who, in connection with his or
her regular functions or duties, makes, participates in, or obtains information
regarding the purchase or sale of covered securities by the Fund, or whose
functions relate to the making of any recommendations with respect to such
purchases or sales; and (b) any natural person in a control relationship to the
Fund or to the Adviser who obtains information concerning recommendations made
to the Fund with regard to the purchase or sale of covered securities by the
Fund.
3. Covered Security. As used in this Code, the term "covered security"
means a security as defined in Section 2(a)(36) of the 1940 Act, except that it
shall not include direct obligations of the Government of the United States,
bankers' acceptances, bank certificates of deposit, commercial paper
<PAGE>
and high quality short-term debt instruments (including repurchase agreements),
and shares issued by open-end investment companies registered under the 1940
Act. High quality short-term debt instruments mean any instrument that has a
maturity at issuance of less than 366 days and that is rated in one of the two
highest rating categories by a United States nationally recognized statistical
rating organization.
4. Disinterested Director. As used in this Code, the term "disinterested
person" shall mean a director of the Fund who is not an "interested person" of
the Fund within the meaning of Section 2(a)(19) of the 1940 Act.
5. Investment Personnel. As used in this Code, "investment personnel"
shall mean: (i) any employee of the Fund or the Adviser (or any company in a
control relationship with either) who, in connection with his or her regular
functions or duties, makes or participates in making any recommendations
regarding the purchase or sale of securities by the Fund; and (ii) any natural
person who controls the Fund or the Adviser and who obtains information
concerning recommendations made to the Fund regarding the purchase or sale of
securities by the Fund.
6. Purchase or Sale of a Covered Security. As used in this Code, "purchase
or sale of a covered security" includes, inter alia, the writing of an option to
purchase or sell a covered security.
7. Security Held or to Be Acquired. As used in this Code, "security held
or to be acquired" by the Fund shall mean (i) any covered security which, within
the most recent 15 days, is or has been held by the Fund; or is being or has
been considered by the Fund or the Adviser for purchase by the Fund; and (ii)
any option to purchase or sell, and any security convertible into or
exchangeable for, a covered security described in clause (i) of this Section
A.7.
8. Authorized Person. Shall mean an officer or appropriate employee of the
Fund or the Adviser and such other persons as shall be specifically designated
by the Directors of the Fund.
B. Confidentiality of Fund Transactions.
1. Information relating to the Fund's portfolio and research activities is
confidential. Whenever statistical information or research is supplied to or
requested by the Fund or the Adviser, such information shall not be disclosed to
any persons other than authorized persons. Consideration of a particular
purchase or sale for the account of the Fund shall not be disclosed except to
authorized persons.
2. All brokerage orders for the purchase and sale of securities for the
account of the Fund will be so executed as to assure that the nature of the
transactions shall be kept confidential and disclosed only on a "need to know"
basis until the information is publicly released in the normal course of
business.
3. If any officer, employee or director of the Fund or of the Adviser
should obtain non-public information concerning the Fund's portfolio, such
person shall respect the confidential nature of this information and shall not
divulge it unless specifically authorized to do so by the President of the Fund.
4. In order to assure maximum confidentiality:
(a) The President of the Fund, or such other officer of the Fund or
of the Adviser as he may designate, shall have the responsibility for
coordinating all transactions for the purchase and sale of securities for the
account of the Fund.
<PAGE>
(b) All orders for the purchase or sale of securities for the
account of the Fund shall be placed for execution by one or more employees of
the Adviser specifically designated to do so.
(c) All records of the Fund's transactions shall be kept in a secure
place and shall not be released to anyone other than authorized persons.
(d) A representative designated by the Adviser shall make such
inspections as he may deem necessary in order to assure compliance with this
Section.
5. For the purpose of compliance with Section 204A of the Investment
Advisers Act of 1940, the provisions of this Section B regarding confidentiality
shall apply to the Adviser with respect to all of its advisory clients to the
same extent as it applies with respect to the Fund.
C. Prohibited Purchases and Sales.
1. No access person shall purchase or sell, directly or indirectly, any
covered security in which he or she has, or by reason of such transaction
acquires, any direct or indirect beneficial ownership and which to his or her
actual knowledge at the time of such purchase or sale is being purchased or sold
by the Fund, or which the Adviser, or any advisory person of the Adviser, is
actively considering for purchase or sale by the Fund. This prohibition shall
continue until at least 15 days after the time that the Adviser or advisory
person decides not to recommend such purchase or sale, or if such recommendation
is made, until at least 15 days after the time that the Fund decides not to
enter into, or completes, such recommended purchase or sale. This prohibition
shall apply to any purchase or sale by any access person of any option to
purchase or sell, or any security convertible into or exchangeable for a
security being purchased or sold by, or actively considered for recommendation
to, the Fund.
2. Investment personnel must obtain written approval from a senior officer
(designated for that purpose) of the Fund or the Adviser before directly or
indirectly acquiring any beneficial ownership in any security in an initial
public offering or in a private placement.
D. Scope of this Code of Ethics.
1. Beneficial Ownership. This Code of Ethics applies to any security in
which the access person has "a direct or indirect beneficial ownership." For
purposes of this Code, "beneficial ownership" shall be interpreted in the same
manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act
of 1934, and includes accounts of a spouse, minor children and relatives
resident in the access person's home, as well as accounts of another person if
by reason of any contract, understanding, relationship, agreement or other
arrangement the access person obtains therefrom benefits substantially
equivalent to those of ownership.
2. Exempt Purchases and Sales. The prohibitions set forth in Section C of
this Code shall not apply to:
(a) Purchases or sales effected in any security over which an access
person or investment personnel has no direct or indirect influence or control;
(b) Purchases or sales of securities which are not eligible for
purchase or sale by the Fund, except that all acquisitions of beneficial
ownership in securities in initial public offerings or private placements shall
be subject to the approval requirements of Section C.2;
<PAGE>
(c) Purchases or sales which are nonvolitional on the part of either
the access person or the Fund;
(d) Purchases which are part of an automatic dividend reinvestment
plan; and
(e) Purchases effected upon exercise of rights issued by an issuer
pro rata to all holders of a class of its securities, to the extent such rights
were acquired from such issuer, and sales of such rights so acquired.
E. Reporting Requirements of Access Persons.
1. Reports Required. Unless excepted by Section E.2 of this Code, every
access person of the Fund and of the Adviser must report to the Fund and the
Administrator, respectively, as follows:
(a) Initial Holdings Reports. No later than ten days after the
person becomes an access person, the following information (on the report form
attached hereto as Appendix A):
(i) The title, number of shares and principal amount of each
covered security in which the access person had any direct or indirect
beneficial ownership when the person became an access person;
(ii) The name of any broker, dealer or bank with whom the
access person maintained an account in which any securities were held for the
direct or indirect benefit of the access person as of the date the person became
an access person; and
(iii) The date that the report is submitted by the access
person.
(b) Quarterly Transaction Reports. No later than ten days after the
end of each calendar quarter, the following information (on the report form
attached hereto as Appendix B):
(i) With respect to any transaction during the quarter in a
covered security in which the access person had a direct or indirect beneficial
ownership:
(A) The date of the transaction, the title, the interest
rate and maturity date (if applicable), the number of shares and the principal
amount of each covered security involved;
(B) The nature of the transaction (i.e., purchase, sale
or any other type of acquisition or disposition);
(C) The price of the covered security at which the
transaction was effected;
(D) The name of the broker, dealer or bank with or
through which the transaction was effected; and
(E) The date that the report is submitted by the access
person.
(ii) With respect to any account established by the access
person in which any securities were held during the quarter for the direct or
indirect benefit of the access person:
<PAGE>
(A) The name of the broker, dealer or bank with whom the
access person established the account;
(B) The date the account was established; and
(C) The date that the report is submitted by the access
person.
(c) Annual Holdings Reports. Annually, the following information
(which information must be current as of a date no more than 30 days before the
report is submitted) (on the report form attached hereto as Appendix C):
(i) The title, number of shares and principal amount of each
covered security in which the access person had any direct or indirect
beneficial ownership;
(ii) The name of any broker, dealer or bank with whom the
access person maintains an account in which any securities are held for the
direct or indirect benefit of the access person; and
(iii) The date that the report is submitted by the access
person.
(d) Disclaimer of Beneficial Ownership. Any report may contain a
statement declaring that the reporting of any such transaction shall not be
construed as an admission by the person making such report that he or she has
any direct or indirect beneficial ownership in the covered security to which the
report relates.
(e) SEC Inspection. Information supplied in the reports is available
for inspection by the SEC at any time during the five-year period following the
end of the fiscal year in which each report is made.
2. Exceptions from Reporting Requirements.
(a) A person need not make a report under Section E.1 of this Code
with respect to transactions effected for, and covered securities held in, any
account over which the person has no direct or indirect influence or control.
(b) A disinterested director of the Fund who would be required to
make a report solely by reason of being a Fund director, need not make:
(i) an initial holdings report or an annual holdings report as
provided in this Code; and
(ii) A quarterly transaction report under this Code, unless
the director knew, or in the ordinary course of fulfilling his or her official
duties as a Fund director, should have known, that during the 15-day period
immediately before or after the director's transaction in a covered security,
the Fund purchased or sold the covered security, or the Fund or the Adviser
considered purchasing or selling the covered security.
3. Review of Reports. Appropriate management or compliance personnel
of the Fund and the Adviser will review the access person reports filed under
this Code and report violations to the Board of Directors of the Fund in
accordance with procedures approved by the Board.
<PAGE>
4. Notification of Reporting Obligation. Each of the Fund and the Adviser
will identify all of its access persons who are required to make reports under
this Code and must inform those access persons of their reporting obligations.
5. Annual Certification. All access persons shall certify annually (on the
form attached hereto as Appendix D) in writing to the Fund that (i) they have
read the Code and recognize that they are subject to the Code's provisions, that
they have complied and will comply with such provisions and that they have
reported all personal securities transactions, holdings and securities accounts
required to be disclosed or reported pursuant to the Code.
F. Approval and Reports.
1. Approval. The Fund's Board of Directors, including a majority of
disinterested directors, must approve this Code, and any material changes to
this Code. The Board of Directors must base its approval of this Code and any
material change thereto on a determination that the Code contains provisions
reasonably necessary to prevent access persons from engaging in conduct
prohibited by the preamble to this Code. Before approving this Code, the Board
of Directors must receive a certification from the Fund and the Adviser that
each has adopted procedures reasonably necessary to prevent access persons from
violating the Code of Ethics. The Board of Directors must approve a material
change to this Code no later than six months after the adoption of the material
change.
2. Reports. At each meeting of the Board of Directors, the Fund and the
Adviser will furnish to the Board of Directors for the Board of Directors to
consider, a written report that:
(a) Describes any issues arising under the Code or procedures since
the last report to the Board of Directors, including, but not limited to,
information about material violations of the Code or procedures and sanctions
imposed in response to material violations; and
(b) Certifies that the Fund and the Adviser have adopted and are
following procedures reasonably necessary to prevent Access Persons from
violating the Code.
G. Sanctions.
No Code of Ethics can cover every possible circumstance, and an
individual's conduct must depend ultimately upon his or her sense of fiduciary
obligation to the Fund and its shareholders. Nevertheless, this Code of Ethics
sets forth the Fund's policy regarding conduct in those situations in which
conflicts of interest are most likely to develop. Because the standards in this
Code of Ethics are mandatory rather than permissive, careful adherence to the
Code is essential.
Upon discovering a violation of this Code, the Board of Directors of the
Fund or the Adviser, as the case may be, may impose such sanctions as it deems
appropriate under the circumstances. Violators may be required to give up any
profit or other benefit realized from any transaction in violation of this Code.
In addition, conduct inconsistent with this Code may result in a letter of
censure or suspension or termination of the employment of the violator.
<PAGE>
Appendix A
INITIAL REPORT OF SECURITIES HOLDINGS AND ACCOUNTS
Date on which I become an Access Person __________________
Check Type of Account
Amount and Title of Name of Broker Immed. Fam.
Covered Security: Dealer or Bank Pers. Fiduciary
The above is a record of (i) every covered security in which I had any
direct or indirect beneficial ownership on the date I became an Access Person as
more fully defined in the Fund's Code of Ethics; and (ii) the name of each
broker, dealer or bank with whom I maintained an account in which any securities
were held for my direct or in direct benefit as of the date I became an access
person.
Date: _______________________ Signature: ___________________________
Note 1. This report shall not be construed as an admission by me that I have
any direct or indirect beneficial ownership in the securities
reported, which have been marked by me with an asterisk(*). Such
securities holdings are reported solely to meet the standards
imposed by Rule 17j-1 under the Investment Company Act of 1940.
Note 2. Copies of brokerage statements are attached to this signed report in
lieu of the above
Note 3. Report must be submitted within 10 days after becoming an Access
Person.
<PAGE>
Appendix B
QUARTERLY REPORT OF SECURITIES TRANSACTIONS AND ACCOUNTS
For Calendar Quarter Ending __________________
<TABLE>
<CAPTION>
Name of Broker
Dealer or Bank and
Amount and Title of Date Date Account was Check Type of Account Approved by:
Covered Security: Bought Sold Price Established Pers. Immed. Fam. Fiduciary (if applicable)
<S> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
The above is a record of (i) every transaction during the quarter in a
covered security in which I had or by reason of which I acquired any direct or
indirect beneficial ownership as more fully defined in the Fund's Code of
Ethics; and (ii) each account established by me with a broker, dealer or bank in
which any securities were held during the quarter for my direct or indirect
benefit.
Date: _______________________ Signature: ___________________________
Note 1. If the transaction is other than a sale or purchase, please explain
the transaction below.
Note 2. In the case of debt securities, include principal amount, interest
rate and maturity date.
Note 3. This report shall not be construed as an admission by me that I have
acquired any direct or indirect beneficial ownership in the
securities involved in the transaction reported, which have been
marked by me with an asterisk(*). Such transactions are reported
solely to meet the standards imposed by Rule 17j-1 under the
Investment Company Act of 1940.
Note 4. Copies of brokerage statements are attached to this signed report in
lieu of the above.
Note 5. Report must be submitted within 10 days after the end of the
calendar quarter.
<PAGE>
Appendix C
ANNUAL REPORT OF SECURITIES HOLDINGS AND ACCOUNTS
For Calendar Year Ending December 31, _____
Amount and Title of Name of Broker Check Type of Account
Covered Security: Dealer or Bank Pers. Immed. Fam. Fiduciary
The above is a record of (i) every covered security in which I had any
direct or indirect beneficial ownership on the above calendar year end date as
more fully defined in the Fund's Code of Ethics; and (ii) the name of each
broker, dealer or bank with whom I maintain an account in which my securities
were held for my direct or in direct benefit.
Date: _______________________ Signature: ___________________________
Note 1. This report shall not be construed as an admission by me that I have
any direct or indirect beneficial ownership in the securities
reported, which have been marked by me with an asterisk(*). Such
securities holdings are reported solely to meet the standards
imposed by Rule 17j-1 under the Investment Company Act of 1940.
Note 2. Copies of brokerage statements are attached to this signed report in
lieu of the above
Note 3. Report must be filed within 30 days after the calendar year end.
<PAGE>
Appendix D
ANNUAL CERTIFICATION FORM
This is to certify that I have read and understand the Code of Ethics of
The Taiwan Fund, Inc. and China Securities Investment Trust Corporation, as
amended January 24, 2000, and that I recognize that I am subject to the
provisions thereof and will comply with these provisions.
This is to further certify that I have complied with the requirements of
the Code of Ethics and that I have reported all personal securities
transactions, holdings and securities accounts required to be disclosed or
reported pursuant to the Code of Ethics.
Please sign your name here: ________________________
Please print your name here: ________________________
Please date here: ________________
<PAGE>
THE TAIWAN FUND, INC.
Compliance Procedures Regarding Code of Ethics
As amended on April 11, 2000
The following procedures have been developed for assuring compliance with
the Code of Ethics adopted by The Taiwan Fund, Inc. (the "Fund") and China
Securities Investment Trust Corporation, the investment adviser for the Fund,
(the "Adviser") pursuant to Rule 17j-1 under the Investment Company Act of 1940
("Rule 17j-1"). The Code of Ethics is attached hereto as Exhibit A and the
defined terms used herein shall have the meanings given to them in the Code of
Ethics. These procedures apply to and are being adopted by both the Fund and the
Adviser. The compliance procedures will be administered by State Street Bank and
Trust Company, as administrator for the Fund (the "Administrator").
(1) The Adviser will furnish to the Administrator, and the Administrator
will maintain, a list of persons constituting "access person" of the Fund, and
will update the list of access persons as changes in personnel occur. The access
persons will consist of the directors and officers (other than the Assistant
Secretary) of the Fund and persons of the Adviser with access to trading
information. It is not anticipated that the Fund will have employees; however,
if the Fund does have employees who may be considered access persons as defined
in the Code of Ethics, the Adviser will include such persons on the list of
access persons. The Secretary of the Fund will advise the Administrator of any
changes in the list of access persons. The list of access persons as of the date
of these procedures is attached hereto as Exhibit B.
(2) The Administrator will send to each access person (other than
disinterested directors of the Fund), at the time that such person becomes an
access person, and in March of each year that such person continues to be an
access person, a copy of the then current Code of Ethics, with a transmittal
letter reminding the recipient that the recipient has certain duties under the
Code of Ethics as an access person.
(3) The Administrator shall request from each access person an Initial
Report of Securities Holdings (in the form attached as Appendix A to the Code of
Ethics) which contains the information required by the Code of Ethics for that
report, in a manner designed to obtain the report within ten days after such
person becomes an access person.
(4) No later than five days prior to the end of each calendar quarter, the
Administrator shall send to each person who is then an access person (other than
disinterested directors of the Fund, unless advised by the Adviser that the
disinterested director had access to current information regarding the Fund's
securities trading activities during such calendar quarter) a copy of the
Quarterly Report of Securities Transactions and Accounts (in the form attached
as Appendix B to the Code of Ethics), together with a request attached hereto as
Exhibit B that the access person complete the report as required by the Code of
Ethics. The request also should indicate that the report must be submitted even
if the access person has not engaged in any securities transactions or
maintained any securities accounts during such quarter, and that the report
should be returned to the Administrator within ten calendar days of the end of
the calendar quarter.
(5) No later than five days after the end of each calendar year, the
Administrator shall send to each person who was an access person as of the end
of the year (other than disinterested directors of the Fund) a copy of the
Annual Report of Securities Holdings (in the form attached as Appendix C to the
Code of Ethics), together with a request in the form attached hereto as Exhibit
C that the access person complete the report as required by the Code of Ethics.
The request should indicate that the report must be submitted even if the access
person does not have any securities holdings or accounts as of the end of the
calendar year, and that the report should be returned to the Administrator
within 30 calendar days after the end of the year.
<PAGE>
(6) The Administrator shall request from each access person an Annual
Certification Form (in the form attached as Appendix D to the Code of Ethics)
certifying that such access person has read the Code of Ethics and recognizes
that he or she is subject to its provisions, that he or she has complied and
will comply with such provisions and that he or she has reported all personal
securities transactions, holdings and securities accounts required to be
disclosed or reported pursuant to the Code of Ethics.
(7) The Administrator shall, at its principal place of business, maintain
records in the manner and to the extent set out below and must make these
records available to the Securities and Exchange Commission ("SEC") or any
representative of the SEC at any time and from time-to-time for reasonably
periodic, special or other examination:
(i) a copy of the Code of Ethics that is in effect, or at any time within
the past five years was in effect, shall be maintained in an easily accessible
place;
(ii) a record of any violation of the Code of Ethics, and of any action
taken as a result of the violation, shall be maintained in an easily accessible
place for at least five years after the end of the fiscal year in which the
violation occurs;
(iii) a copy of each report made by an access person under the Code of
Ethics shall be maintained for at least five years after the end of the fiscal
year in which the report is made, the first two years in an easily accessible
place;
(iv) a record of all persons currently, or within the past five years, who
are or were required to make reports under the Code of Ethics, or who are or
were responsible for reviewing these reports, shall be maintained in an easily
accessible place; and
(v) a copy of the Adviser's annual report shall be maintained for at least
five years after the end of the fiscal year in which it is made, the first two
years in an easily accessible place.
(vi) the Administrator shall maintain a record of any decision, and the
reason supporting the decision, to approve the acquisition by investment
personnel of securities in IPOs or private placements for at least five years
after the end of the fiscal year in which the approval is granted.
(8) The Adviser shall designate a compliance officer who shall be
responsible for monitoring compliance by access persons and investment personnel
with the Code of Ethics. The Adviser shall confirm the identity of this
compliance officer to the Board of Directors at each quarterly Board meeting.
The compliance officer shall review each report filed by access persons under
the Code of Ethics and shall compare names of issuers listed in these reports
with lists of portfolio securities held by the Fund during appropriate periods
in order to determine whether any transactions effected by access persons
violated any provision of the Code of Ethics. If the compliance officer
determines that a transaction violated, or may have violated, the Code of
Ethics, he or she shall immediately report this circumstance to the
Administrator, and the Administrator shall report that fact in the
Administrator's Report to the Board of Directors of the Fund at the next regular
quarterly meeting of the Board of Directors.
(9) The Administrator shall submit to the Board of Directors, at each
quarterly meeting of the Board, a list of all access persons and confirmation
that each access person (where required) has submitted the latest quarterly
securities transaction report completely and on a timely basis. The
Administrator shall also confirm to the Board, at appropriate Board meetings,
that all initial and annual securities reports required under the Code of Ethics
have been submitted on a timely basis. If securities reports are not submitted
completely or on a timely basis, the Administrator shall report such incomplete
or untimely filings to the Board at each quarterly meeting.
<PAGE>
EXHIBIT B
THE TAIWAN FUND INC.
Access Persons as of April __, 2000
Directors and Officers of the Fund
Officers and Employees of the Adviser with Access
Officer's and Employees of CSITC with Access
* Disinterested Directors
