As filed with the Securities and Exchange Commission on December 18, 2002
1933 Act File No. 33-
1940 Act File No. 811-05617
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 10549
FORM N-2
(CHECK ALL APPROPRIATE BOXES)
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. ____
Post-Effective Amendment No. ____
and/or
[X] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X] Amendment No. 9
THE R.O.C. TAIWAN FUND
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(Exact name of Registrant as Specified in Charter)
17th Floor
167 Fu Hsing North Road
Taipei, Taiwan
Republic of China
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(Address of Principal Executive Offices
(Number, Street, City, State, Zip Code))
1-800-343-9567
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(Registrant's Telephone Number, including Area Code)
Patricia Baronowski
Citigate Financial Intelligence
1440 Broadway, 16th Floor
New York, New York 10018
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(Name and Address (Number, Street, City, State, Zip Code)
of Agent for Service)
COPY TO:
Marc E. Perlmutter, Esq. Edwin C. Laurenson, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison Baker & MacKenzie
1285 Avenue of the Americas 805 Third Avenue
New York, New York 10019-6064 New York, New York 10022
212-373-3000 212-751-5700
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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 R.O.C. Taiwan Fund (the "Trust"). The
Amended and Restated By-Laws incorporate recent amendments to the Trust's
By-Laws adopted by the Board of Trustees of the Trust. At the meeting of the
Board of Trustees held on September 13, 2002, the Board approved amendments to
the By-Laws regarding the timing for making a determination of fair valuation of
the securities held in the Trust's portfolio (by amending Section 1 of Article
12 of the By-Laws) and the establishment and description of the position of
Chief Executive Officer of the Trust (by amending Sections 2 and 4 of Article 6
of the By-Laws, adding a new Section 6 of Article 6 of the By-Laws and
renumbering Sections 6, 7, 8, 9, 10 and 11 as Sections 7, 8, 9, 10, 11 and 12 of
Article 6 of the By-Laws). At the meeting of the Board of Trustees held on
December 10, 2002, the Board approved amendments to the By-Laws regarding the
submission of shareholder proposals at a shareholders meeting (by amending
Section 2 of Article 3 of the By-Laws) and the nomination of Trustees by
shareholders (by adding a new Section 9 of Article 3 of the By-Laws).
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(2) Exhibits
(b) Amended and Restated By-Laws filed herewith
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 the City of Taipei, Republic of China on the 18th day of
December, 2002.
THE R.O.C. TAIWAN FUND
By: /s/ Michael Ding
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Michael Ding
Trustee and President