PROXY STATEMENT IN OPPOSITION TO THE SOLICITATION BY THE BOARD OF
TRUSTEES OF TAIWAN GREATER CHINA FUND
ANNUAL MEETING OF SHAREHOLDERS (To be held on July 21, 2004)
Opportunity Partners, a shareholder of Taiwan Greater China, (the
"Trust"), is sending this proxy statement and the enclosed GREEN
proxy card to shareholders of record on June 21, 2004 (the
"Record Date") of the Trust. We are soliciting a proxy to vote
your shares at the 2004 Annual Meeting of Shareholders of the
Trust (the "Meeting") and at any and all adjournments or
postponements of the Meeting. Please refer to the Trust's proxy
soliciting material for additional information concerning the
Meeting and the matters to be considered by the shareholders
including the election of directors.
This proxy statement and the enclosed GREEN proxy card are first
being sent to shareholders of the Trust on or about June 28,
2004.
INTRODUCTION
There are three matters that the Trust has scheduled to be voted
upon at the Meeting:
1. The election of two persons to serve as trustees of the
Trust.
2. A proposal to convert the Trust from a closed-end investment
company to an open-end investment company.
3. A proposal to amend the Trust's Declaration of Trust to
remove a requirement to submit open-ending resolutions to the
shareholders.
With respect to these matters, we are soliciting a proxy to vote
your shares FOR the election of our nominees,
FOR Proposal 2 and AGAINST Proposal 3.
How Proxies Will Be Voted
All of the proposals scheduled by the Trust to be voted upon at
the Meeting are included on the enclosed GREEN proxy card. If
you wish to vote FOR the election of our nominees and/or on the
other matters to be considered at the Meeting, you may do so by
completing and returning a GREEN proxy card.
In 2002, the board of trustees adopted a bylaw that requires the
Trust to receive advance notice of all nominations for the board.
However, courts have ordered such an advance notice bylaw to be
waived when a material event occurs after the deadline specified
in the bylaw. See Hubbard v. Hollywood Park Realty Enterprises,
1991 WL 3151, (Del. Ch. 1991). We believe the board's
announcement on June 11. 2004 of a conditional tender is a
material event that requires the board to waive the Trust's
advance notice requirement. However, there is no assurance that
the board will not attempt to enforce the advance notice bylaw to
prevent us from making nominations at the Meeting.
If you return a GREEN proxy card to us or to our agent and if the
board does not preclude us from nominating our candidates at the
Meeting, your shares will be voted on each matter as you
indicate. If the board does not permit us to vote our proxies as
indicated, we may consider other options including filing a
lawsuit to order the Trust to count your votes.
If you do not indicate how your shares are to be voted on a
matter, they will be voted FOR the election of our nominees to
the board, FOR Proposal 2 and AGAINST Proposal 3. If you return
a GREEN proxy card, you will be granting the proxy holder(s)
discretionary authority to vote on any other matters that may
come before the Meeting including matters relating to the conduct
of the Meeting. We do not intend to propose an adjournment of the
Meeting. If an adjournment of the Meeting is proposed, we will
vote for or against such adjournment in our discretion.
Voting Requirements
A quorum is one-third of the Trust's outstanding shares
represented at the Meeting. Proposal 2 requires the affirmative
vote of a majority of the Trust's outstanding shares for
approval. Proposal 3 requires the affirmative vote of two-thirds
of the Trust's outstanding shares for approval.
Revocation of Proxies
You may revoke any proxy prior to its exercise by (i) delivering
a written revocation of your proxy at the meeting; (ii) executing
and delivering a later dated proxy; or (iii) voting in person at
the Meeting. (Attendance at the Meeting will not in and of itself
revoke a proxy.) There is no limit on the number of times you may
revoke your proxy prior to the Meeting. Only your latest dated
proxy will be counted.
Information Concerning the Soliciting Shareholder
Opportunity Partners L.P., the soliciting shareholder, is a
private investment partnership. Kimball & Winthrop, Inc. is the
general partner of Opportunity Partners and Phillip Goldstein is
the president of Kimball & Winthrop and the investment manager of
Opportunity Partners. The address of Opportunity Partners,
Kimball & Winthrop and Mr. Goldstein is 60 Heritage Drive,
Pleasantville, NY 10570.
As of June 21, 2004, Opportunity Partners owned --------- shares
of the Trust. In addition, Mr. Goldstein is deemed to be the
beneficial owner of ------------- shares of the Trust
beneficially owned by his clients. Except for 100 shares, all of
Mr. Goldstein's purchases have been made since --------- 2003 and
all of his and Opportunity Partners' shares are held in street
name, some of which are margin accounts except for one share
owned by Opportunity Partners in record name. There have been no
sales.
REASONS FOR THE SOLICITATION
On June 11, 2004, the Fund announced that the board of trustees
will authorize a self-tender offer if Proposal 2 is defeated and
Proposal 3 is adopted. We believe that this is (1) a coercive
inducement to vote against open-ending and (2) an unscrupulous
and deceptive ploy to avoid open-ending or a tender offer because
Proposal 3 requires the affirmative vote of two-thirds of the
Trust's outstanding shares which we believe is highly unlikely to
be attained. For example, if 60% of the Trust's outstanding
shares are voted for Proposal 3, 10% are voted against it, and
30% are voted to abstain or are not voted, Proposal 3 will not
pass and no tender offer will be conducted. We think the
trustees should not engage in this sort of unethical
gamesmanship. We wish to afford shareholders an opportunity to
elect trustees who will abide by their wishes and will not try to
manipulate them.
PROPOSAL 1: ELECTION OF TRUSTEES
At the Meeting, we intend to nominate the following persons for
election as a trustee for a term expiring in 2007 and 2005
respectively. None of our nominees has any arrangement or
understanding with any person with respect to any future
employment by the Trust or by any affiliate of the Trust. We do
not know of any material conflicts of interest that would
adversely affect any of our nominees from acting in the best
interest of the Trust and we believe that all of our nominees
would be considered independent trustees if elected.
Phillip Goldstein (Age 59), 60 Heritage Drive, Pleasantville, NY
10570 (Term to expire in 2007)
Mr. Goldstein has been an investment advisor since 1992; He has
been a director of Brantley Capital Corporation since 2002 and of
The Mexico Equity and Income Fund since 1999.
Andrew Dakos (Age 38), 43 Waterford Drive, Montville, NJ 07045
(Term to expire in 2005)
Mr. Dakos is President and portfolio manager of Elmhurst Capital,
Inc., an investment advisory firm and a Managing Member of the
general partner of Full Value Partners, L.P., a private
investment partnership. Mr. Dakos is also President and CEO of
UVitec Printing Ink, Inc. a privately held manufacturing firm.
He has been a director of The Mexico Equity and Income Fund since
2001.
PROPOSAL 2: TO CONVERT THE TRUST FROM A CLOSED-
END INVESTMENT COMPANY TO AN OPEN-END INVESTMENT COMPANY
Please refer to the Trust's proxy soliciting material for
complete information about this proposal. In the absence of
contrary instructions, the proxy holder(s) will vote your shares
FOR this proposal.
PROPOSAL 3: TO AMEND THE TRUST'S DECLARATION OF TRUST TO REMOVE A
REQUIREMENT TO SUBMIT OPEN-ENDING RESOLUTIONS TO SHAREHOLDERS
Please refer to the Trust's proxy soliciting material for
complete information about this proposal. In the absence of
contrary instructions, the proxy holder(s) will vote your shares
AGAINST this proposal.
THE SOLICITATION
Opportunity Partners, the soliciting shareholder, is making this
solicitation. Persons affiliated with or employed by us or our
affiliates may assist us in the solicitation of proxies. They
will not receive any special compensation for their services.
Banks, brokerage houses and other custodians, nominees and
fiduciaries will be requested to forward this proxy statement and
the enclosed GREEN proxy card to the beneficial owners of shares
of Common Stock for whom they hold shares of record. We will
reimburse these organizations for their reasonable out-of-pocket
expenses.
Initially, we will bear all of the expenses related to this proxy
solicitation. Because we believe that shareholders will benefit
from this solicitation, we intend to seek reimbursement of our
expenses from the Trust. Shareholders will not be asked to vote
on the reimbursement of our solicitation expenses which we
estimate will be less than $75,000. We have asked Laxey Partners
(UK) Ltd, the Trust's largest shareholder, to reimburse our
expenses in the event the Trust does not reimburse us. Laxey is
considering our request. Laxey is not participating in this
solicitation and we have no plans to act in concert with Laxey to
buy, sell, hold or vote our shares. We and Laxey are free to
buy, sell, hold or vote our shares without consulting each other.
There is no arrangement or understanding involving us or any of
our affiliates that relates to future employment by or any future
transaction with the Trust or any of its affiliates.
DATED: June 28, 2004
PROXY CARD
PROXY SOLICITED IN OPPOSITION TO THE BOARD OF TRUSTEES OF TAIWAN
GREATER CHINA FUND BY OPPORTUNITY PARTNERS L.P. FOR THE ANNUAL
MEETING OF STOCKHOLDERS ON JULY 21, 2004
The undersigned hereby appoints Andrew Dakos, Rajeev Das, Steven
Samuels, and Phillip Goldstein and each of them, as the
undersigned's proxies, with full power of substitution, to attend
the Annual Meeting of Shareholders of Taiwan Greater China Fund
(the "Trust") on July 21, 2004, (the "Meeting"), and any
adjournment or postponement thereof, and to vote on all matters
that may come before the Meeting and any such adjournment or
postponement the number of shares that the undersigned would be
entitled to vote if present in person, as specified below.
(INSTRUCTIONS: Mark votes by placing an "x" in the appropriate [
].)
1. ELECTION OF TWO DIRECTORS
[ ] FOR PHILLIP GOLDSTEIN [ ] WITHHOLD AUTHORITY
[ ] FOR ANDREW DAKOS [ ] WITHHOLD AUTHORITY
2. TO CONVERT THE TRUST FROM A CLOSED-END INVESTMENT COMPANY TO
AN OPEN-END INVESTMENT COMPANY.
FOR [ ] AGAINST [ ] ABSTAIN [
]
4. TO AMEND THE TRUST'S DECLARATION OF TRUST TO REMOVE A
REQUIREMENT TO SUBMIT OPEN-ENDING RESOLUTIONS TO SHAREHOLDERS.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Please sign and date below. Your shares will be voted as
directed. If no direction is made, this proxy will be voted FOR
the election of the nominees named above in Proposal 1, FOR
Proposal 2 and AGAINST Proposal 3. The undersigned hereby
acknowledges receipt of the proxy statement dated June 28, 2004
of Opportunity Partners L.P. and revokes any proxy previously
executed. (Important - Please be sure to enter date.)
SIGNATURE (S)___________________ Dated: _______________