EXHIBIT I
Article III of the Corporation's By-laws be, and it hereby is, amended to
add as Section 3.12 thereof the following:
Section 3.12. Qualifications. Directors need not be stockholders. Each
Director shall hold office until the earlier of: (a) the expiration of his term
and his or her successor shall have been elected and qualifies, (b) his or her
death, (c) his or her resignation or (d) his or her removal. To be eligible for
nomination as a director a person must, at the time of such person's nomination,
have Relevant Experience and Regional Knowledge (as defined below) and must not
have any Conflict of Interest (as defined below). Whether a proposed nominee
satisfies the foregoing qualifications shall be determined by the Board of
Directors in its sole discretion.
"Relevant Experience and Regional Knowledge" means experience in business,
investment, economic or political matters of Taiwan or Asia through service (1)
for 10 of the past 20 years as an executive officer, director or partner of a
financial, industrial or investment management business headquartered in Asia or
involving supervision of Asian business operations or investments, that has
annual revenues or assets under management, of at least the equivalent of
U.S.$500 million; (2) for 5 of the past 10 years as a director (or the
equivalent) of one or more investment businesses or vehicles (including this
Corporation) a principal focus of which is investment in Taiwan; (3) as a
current director or senior officer of an investment manager or adviser of the
Corporation, or of any entity controlling or under common control with an
investment manager or adviser of the Corporation; (4) for 5 of the past 10 years
as a senior official (including ambassador or minister) in the national
government, a government agency or the central bank of Taiwan or the United
States, in a major supranational agency or organization of which Taiwan or the
United States is a member, in a leading international trade organization
relating to Asia or the United States, or in the Asian Development Bank, in each
case in the area of finance, economics, trade or foreign relations and where the
individual was substantially involved with matters relating to Asia; or (5) for
5 of the past 10 years as a professor of finance, economics, trade or foreign
relations at, or member of a board of trustees or directors of, a university in
Taiwan or the United States and where the individual was substantially involved
with matters relating to Asia.
"Conflict of Interest" means the presence of a conflict with the interests
of the Corporation or its operations through any of the following:
(1) current position as a director, officer, partner (other than a limited
partner) or employee of another investment vehicle a significant (i.e., 25% or
more of total assets) focus of which is securities of Taiwanese companies or
securities principally traded in Taiwan markets and that does not have the same
investment adviser as the Corporation or an investment adviser affiliated with
an investment adviser of the Corporation,
(2) current position as a director, officer, partner (other than a limited
partner) or employee of the sponsor or equivalent of an investment vehicle
described in the previous point, or
(3) current position as an official of a governmental agency or
self-regulatory body having responsibility for regulating the Corporation or the
markets in which it proposes to invest.
