As filed with the U.S. Securities and Exchange
Commission on October 28, 2022
Investment Company Act File No. 811-04893
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Check appropriate box or boxes)
Form N-2
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
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Pre-Effective Amendment No.
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Post-Effective Amendment No.
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and/or
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940
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Amendment No. 34
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THE TAIWAN FUND, INC.
(Exact Name of Registrant as Specified in
Charter)
c/o State Street Bank and Trust Company
P.O. Box 5049
One Lincoln Street
Boston, Massachusetts 02111
(Address of Principal Executive Offices)
(800) 426-5523
(Registrant’s Telephone Number, including Area
Code)
Leonard B. Mackey, Jr., Esq.
Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019
(212) 878-8000
(Name and Address of Agent for Service)
EXPLANATORY NOTE
This filing is made solely for the purpose of
filing as Exhibits to the Registration Statement of the Taiwan
Fund, Inc. (the “Fund” or “Registrant”): Amended Articles of
Incorporation attached hereto as Exhibit (a); Amended and Restated
By-Laws attached hereto as
Exhibit (b); Dividend Reinvestment and Cash Purchase Plan attached
hereto as Exhibit (e)(1); Investment Advisory Agreement between the
Registrant and Nomura Asset Management U.S.A. Inc. attached hereto
as Exhibit (g)(5); Amendment to Custodian Agreement between the
Registrant and State Street Bank and Trust Company attached hereto
as Exhibit (j)(1)(a); Amendment to Administration Agreement between
the Registrant and State Street Bank and Trust Company attached
hereto as Exhibit (k)(3)(a); Amended and Restated Compliance
Services Agreement between the Registrant and Foreside Fund Officer
Services attached hereto as Exhibit (k)(5); Third Amended and
Restated PFO/Treasurer Services Agreement between the Registrant
and Foreside Management Services, LLC attached hereto as Exhibit
(k)(6); and Code of Ethics of the Fund attached hereto as Exhibit
(r).
PART C - OTHER INFORMATION
ITEM 25. FINANCIAL STATEMENTS AND
EXHIBITS
(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)
(a) Amended
Articles of Incorporation, dated March 10, 2020*
(b) By-Laws,
dated April 21, 2020*
(c) Not applicable
(d) Specimen certificate for Common Stock
(previously filed as Exhibit 4 to Amendment No. 8 to the
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 the
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”)
(e)(1)
Dividend Reinvestment and Cash Purchase Plan, as amended
July 20, 2009*
(f) Not applicable
(g)(1) Securities Investment Trust
Investment Management and Custodian Contract dated as of
August 22, 2001 among the Registrant, HSBC Asset Management
(Taiwan) Limited and The International Commercial Bank of China
(previously filed as Exhibit (g)(1) to the Registration Statement
on Form N-2 (File
No. 811-4893) filed
with the Securities and Exchange Commission on October 25,
2001 (“Amendment No. 31”)
(2) Investment Advisory and Management
Agreement Relating to U.S. Dollar Assets dated as of
August 22, 2001 between the Registrant and HSBC Asset
Management (Taiwan) Limited (previously filed as Exhibit (g)(2) to
Amendment No. 31)
(3) Interim Securities Investment Trust
Management and Custodian Contract dated as of August 6, 2001 among
the Registrant, China Securities Investment Trust Corporation and
The International Commercial Bank of China (previously filed as
Exhibit (g)(3) to Amendment No. 31)
(4) Interim Advisory and Management
Agreement Relating to U.S. Dollar Assets dated as of August 6,
2001 among the Registrant and China Securities Investment Trust
Corporation (previously filed as Exhibit (g)(4) to Amendment
No. 31)
(5)
Investment Advisory Agreement between the Registrant and Nomura
Asset Management U.S.A. Inc., dated September 17,
2022*
(h)(1) Form of Underwriting Agreement
(incorporated by reference to Exhibit h(1) to Pre-Effective Amendment No. 1 to
the 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) Custodian Agreement dated
August 27, 2010 between the Registrant and State Street Bank
and Trust Company (previously filed as Exhibit (j)(1) to Amendment
No. 33)
(j)(1)(a) Amendment to Custodian
Agreement, dated June 1, 2019 between the Registrant and
State Street Bank and Trust Company, dated June 1,
2019*
(j)(2) Foreign Securities Depositary
Agreement dated as of June 30, 2001 between the Registrant and
International Commercial Bank of China (previously filed as Exhibit
(j)(3) to Amendment No. 31)
(k)(1) Registrar, Transfer Agency and Service Agreement dated
December 16, 1986 between the 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 the Registrant and State Street Bank and
Trust Company (previously filed as Exhibit k(2) to Pre-Effective No. 1 to the
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) Amendment to Administration Agreement
dated May 1, 2005 between the Registrant and State Street Bank
and Trust Company (previously filed as Exhibit (k)(3) to Amendment
No. 33)
(3)(a) Amendment to Administration
Agreement, dated June 1, 2019 between the Registrant and
State Street Bank and Trust Company, dated June 1,
2019*
(4) Accounting Services Agreement dated
April 1, 1994 between the Registrant and State Street Bank and
Trust Company (previously filed as Exhibit k(3) to Pre-Effective Amendment No.
1)
(5) Amended and Restated Compliance
Services Agreement dated April 19, 2022 between the
Registrant and Foreside Fund Officer Services*
(6) Third Amended and Restated
PFO/Treasurer Services Agreement dated April 19, 2022 between
the Registrant and Foreside Management Services, LLC*
(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
(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) Not applicable
(q) Not applicable
(r) Code
of Ethics of the Fund*
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 New York City, New York,
on the 28th day of October, 2022.
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THE TAIWAN FUND, INC. |
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By: |
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/s/ Yuichi Nomoto |
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Yuichi Nomoto |
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President |
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INDEX TO EXHIBITS
(a) |
Amended Articles of Incorporation
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(b) |
Amended and Restated By-Laws
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(e)(1) |
Dividend Reinvestment and Cash Purchase Plan
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(g)(5) |
Investment Advisory Agreement between the Registrant
and Nomura Asset Management U.S.A. Inc.
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(j)(1)(a) |
Amendment to Custodian Agreement between the
Registrant and State Street Bank and Trust Company
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(k)(3)(a) |
Amendment to Administration Agreement between the
Registrant and State Street Bank and Trust Company
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(k)(5) |
Amended and Restated Compliance Services Agreement
between the Registrant and Foreside Fund Officer Services
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(k)(6) |
Third Amended and Restated PFO/Treasurer Services
Agreement between the Registrant and Foreside Management Services,
LLC
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(r) |
Code of Ethics of the Fund
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