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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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| FORM N-23c-3 | ||||||
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Pursuant
to Rule 23c-3 [17 CFR 270.23c-3]
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1.
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Investment
Company File Number:
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811-05617
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Date
of Notification:
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November
18, 2009
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2.
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Exact
name of investment company as specified in registration
statement:
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TAIWAN
GREATER CHINA FUND
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3.
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Address
of principal executive office:
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c/o
Nanking Road Capital Management, LLC
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111
Gillett Street
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Hartford,
CT 06105
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U.S.A.
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4.
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Check
one of the following:
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A.
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x
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The
notification pertains to a periodic repurchase offer under paragraph (b)
of Rule 23c-3.
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B.
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o
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The
notification pertains to a discretionary repurchase offer under paragraph
(c) of Rule 23c-3.
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C.
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o
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The
notification pertains to a periodic repurchase offer under paragraph (b)
of Rule 23c-3 and a discretionary repurchase offer under paragraph
(c) of Rule 23c-3.
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By:
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/s/ Steven R. Champion | |||||
| Steven R. Champion |
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(Name)
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| President and Chief Executive Officer |
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(Title)
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c/o
Nanking Road Capital Management, LLC
111 Gillett Street
Hartford, CT 06105
November
18, 2009
Dear
Shareholder:
As you may know, in an effort to
enhance shareholder value and increase liquidity, the Taiwan Greater China Fund
(the “Fund”) obtained shareholder approval to adopt an interval fund structure
which requires semi-annual repurchase offers of a percentage of the Fund’s
outstanding shares.
In accordance with its interval status,
the Fund is hereby commencing its repurchase offer for this semi-annual
period. In this repurchase offer, the Fund is offering to repurchase
up to 5% of its outstanding shares. The offer to repurchase is for
cash at a price equal to the Fund’s net asset value per share as determined at
the close of regular trading on the Taiwan Stock Exchange on December 16, 2009
or, if the Taiwan Stock Exchange is not open on December 16, 2009, at the
opening of the New York Stock Exchange on December 16, 2009 (the "Repurchase
Pricing Date"), upon the terms and conditions set forth in the Offer to
Repurchase and the related Repurchase Request Form (which together constitute
the “Repurchase Offer”). If you are not interested in selling any of
your shares at this time, you do not need to do anything. The Fund
will contact you again in approximately six months to notify you of the next
repurchase offer.
The deadline for participating in the
Repurchase Offer is December 11, 2009 (the "Repurchase Request
Deadline"). The Fund’s net asset value per share may fluctuate
between the Repurchase Request Deadline and the Repurchase Pricing
Date. The Fund has established a record date of November 9, 2009 for
identifying shareholders eligible to receive Repurchase Offer
materials. Shareholders who choose to participate in the Repurchase
Offer can expect to receive payment for the shares repurchased on or before
December 23, 2009. The Fund will charge a repurchase fee on shares
that are repurchased to off-set expenses directly related to the Repurchase
Offer. The repurchase fee will equal 2% of the value of the shares
that are repurchased.
As of November 9, 2009, the Fund’s net
asset value per share was $6.51 and 12,409,440 shares were issued and
outstanding. The Fund normally calculates its net asset value per
share each day on which either the Taiwan Stock Exchange or the New York Stock
Exchange is open for trading. During the Repurchase Offer, the net
asset value per share will continue to be calculated each day on which either
the Taiwan Stock Exchange or the New York Stock Exchange is open for
trading. You can obtain the daily net asset value per share and the
daily New York Stock Exchange closing price of the shares by calling the Fund’s
toll free number at (800) 343-9567.
Neither the Fund nor its Board of
Trustees (the "Board") is making any recommendation to you as to whether you
should participate in the Repurchase Offer. The Fund and the Board of
Trustees urge you to read and evaluate the Repurchase Offer and related
materials carefully and make your own decision. Please call the
Fund’s toll free number at (800) 343-9567 if you have any questions or to
request additional copies of the Repurchase Offer and related
materials.
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Very
truly yours,
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TAIWAN
GREATER CHINA FUND
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| /s/ Pedro-Pablo Kuczynski | ||
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Pedro-Pablo
Kuczynski
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Chairman
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OFFER
TO REPURCHASE
*
* * * * * *
OFFER
BY
TAIWAN
GREATER CHINA FUND
TO
REPURCHASE UP TO 5%
OF
ITS
ISSUED
AND OUTSTANDING
SHARES
OF COMMON STOCK
THIS
REPURCHASE OFFER WILL EXPIRE ON DECEMBER 11, 2009 AT 5:00
P.M., NEW YORK CITY TIME (THE “REPURCHASE REQUEST
DEADLINE”).
____________________________________________________________
THIS OFFER TO REPURCHASE AND THE
ACCOMPANYING REPURCHASE REQUEST FORM (WHICH TOGETHER CONSTITUTE THE “REPURCHASE OFFER”) ARE NOT
CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED, BUT ARE SUBJECT TO
OTHER CONDITIONS AS OUTLINED HEREIN AND IN THE REPURCHASE REQUEST
FORM.
NO PERSON HAS BEEN AUTHORIZED TO MAKE
ANY RECOMMENDATION ON BEHALF OF THE TAIWAN GREATER CHINA FUND TO ANY SHAREHOLDER
AS TO WHETHER SUCH SHAREHOLDER SHOULD PARTICIPATE IN THE REPURCHASE
OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE REPURCHASE OFFER OTHER THAN
THOSE CONTAINED HEREIN AND IN THE REPURCHASE REQUEST FORM. IF GIVEN
OR MADE, ANY SUCH RECOMMENDATION, INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE TAIWAN GREATER CHINA
FUND.
November
18, 2009
TABLE OF
CONTENTS
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PAGE | |
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1.
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Number
of Shares
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1
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2.
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Price;
Repurchase Fee
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1
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3.
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Increase
in Number of Shares Repurchased; Pro Rata Repurchase
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1
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4.
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Purpose
of the Repurchase Offer
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2
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5.
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Effect
of the Offer; Source and Amount of Funds
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2
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6.
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Procedure
for Participating in the Repurchase Offer
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3
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7.
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Withdrawal
Rights
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5
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8.
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Acceptance
for Payment and Payment
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5
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9.
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Suspensions
and Postponements of Repurchase Offer
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6
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10.
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Net
Asset Value Per Share and Market Price
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6
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11.
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Information
with Respect to the Fund
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7
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12.
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Certain
Fees and Expenses
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7
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13.
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Miscellaneous
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7
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14.
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Certain
Federal Income Tax Consequences
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7
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15.
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Depositary
and Information Agent
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9
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To
the Shareholders of the Taiwan Greater China Fund:
The semi-annual offer of the Taiwan
Greater China Fund (the "Fund") to repurchase a portion of its
outstanding shares will begin on November 18, 2009. If you are not
interested in selling any of your shares at this time, you do not need to do
anything. You are not required to sell any of your shares during any
repurchase offer.
This Repurchase Offer expires at 5:00
p.m., New York City Time, December 11, 2009 (the “Repurchase Request
Deadline”).
1. Number of
Shares. The Fund is offering to repurchase up to 5% of its
issued and outstanding shares of common stock, par value $0.01 per
share (the “Shares”) as of December 11,
2009 which are presented for repurchase and not withdrawn prior to the
Repurchase Request Deadline. The Fund has established a record date
of November 9, 2009 for identifying shareholders eligible to receive Repurchase
Offer materials.
The
Repurchase Offer is being made to all shareholders of the Fund and is not
conditioned upon any minimum number of Shares being presented for
repurchase. NEITHER THE FUND NOR ITS BOARD OF TRUSTEES (THE “BOARD”)
IS MAKING ANY RECOMMENDATION TO YOU AS TO WHETHER YOU SHOULD PARTICIPATE IN THE
REPURCHASE OFFER. The Fund and the Board urge you to read and
evaluate the Repurchase Offer and related materials carefully and make your own
decision. You may, of course, elect to keep your Shares at this time,
in which case you may disregard this Repurchase Offer and the attached
forms.
2. Price; Repurchase
Fee. The repurchase price for each Share will be the net asset
value per Share as determined at the close of regular trading on the Taiwan
Stock Exchange on December 16, 2009 or, if the Taiwan Stock Exchange is not open
on December 16, 2009, at the opening of the New York Stock Exchange on December
16, 2009 (the “Repurchase
Pricing Date”). Each Share repurchased pursuant to the
Repurchase Offer will be subject to a repurchase fee equal to 2% of the net
asset value per Share, which will be deducted from the repurchase price (the
“Repurchase Fee”) to
off-set the expenses directly related to the Repurchase
Offer. Repurchase proceeds will be paid on or before December 23,
2009, or within seven days after the Repurchase Pricing Date determined in
accordance with Rule 23c-3(a)(4) under the Investment Company Act of 1940, as
amended (the “Investment
Company Act”) (the “Repurchase Payment
Deadline”).
The Fund
normally calculates the net asset value of its Shares each day on which either
the Taiwan Stock Exchange or the New York Stock Exchange is open for
trading. On November 9, 2009, the net asset value per Share was
$6.51. During the Repurchase Offer, the net asset value per Share
will continue to be calculated each day on which either the Taiwan Stock
Exchange or the New York Stock Exchange is open for trading. You can
obtain the daily net asset value per Share and the daily New York Stock Exchange
closing price of the Shares by calling the Fund’s toll free number at (800)
343-9567.
3. Increase in Number of Shares
Repurchased; Pro Rata Repurchases. If shareholders present more Shares
for repurchase than the number of Shares that the Fund is offering to
repurchase, the Fund may (but is not obligated to) increase the number of Shares
that the Fund is offering to repurchase by up to two percent (2%) of the number
of Shares outstanding as of the Repurchase Request Deadline. The Fund
may increase the number of Shares to be repurchased or the Fund may decide not
to do so. In either case, if the number of Shares submitted for
repurchase exceeds the number of Shares which the Fund is offering to
repurchase, the Fund will repurchase Shares presented for repurchase on a pro
rata basis. There
can be no assurance that the Fund will be able to repurchase all the Shares that
you present for repurchase even if you present for repurchase all of the Shares
that you own. In the event of an oversubscribed Repurchase Offer, you
may be unable to redeem some or all of your investment. You may have
to wait until a subsequent repurchase offer to present for repurchase the Shares
that the Fund was unable to repurchase, and you will be subject to the risk of
net asset value fluctuations during that time.
As of
November 9, 2009, 12,409,440 Shares were issued and
outstanding. The Fund does not anticipate that the number of Shares
outstanding as of the Repurchase Request Deadline will be materially
different.
4. Purpose of the Repurchase
Offer. As with many closed-end investment companies, the
trading price of the Shares on the New York Stock Exchange has historically been
at a discount to, i.e.,
lower than, the net asset value of the Shares. At the Annual Meeting
of the Shareholders on June 21, 2005, shareholders approved a proposal
converting the Fund to an interval structure, pursuant to which the Fund would
make semi-annual offers to repurchase at least 5%, but not more than 25%, of its
outstanding Shares. The Repurchase Offer will permit participating
shareholders to redeem at least a portion of their Shares at net asset value
less the Repurchase Fee, while preserving the Fund as an investment vehicle
seeking long-term capital appreciation for the shareholders that do not
participate in the Repurchase Offer.
5. Effect of the Offer; Source and
Amount of Funds. The actual cost to the Fund of the Repurchase
Offer cannot be determined at this time because the number of Shares to be
repurchased will depend on the number presented for repurchase and the price
will be based on the net asset value per Share on the Repurchase Pricing
Date. If the net asset value per Share on the Repurchase Pricing Date
is the same as the net asset value per Share on November 9, 2009, which was
$6.51 per Share, and if 5% of the outstanding Shares are repurchased pursuant to
the Repurchase Offer, the cost to the Fund (excluding expenses and the
Repurchase Fee) would be approximately $3,958,611.
The monies to be used by the Fund to
repurchase Shares pursuant to the Repurchase Offer will be obtained from cash
and liquid securities in the Fund’s investment portfolio.
The Repurchase Offer may have certain
adverse consequences for participating and non-participating
shareholders:
FLUCTUATION IN NET ASSET VALUE
BETWEEN THE REPURCHASE REQUEST DEADLINE AND THE REPURCHASE PRICING
DATE: You must decide whether to participate in the Repurchase
Offer by the Repurchase Request Deadline but the net asset value per Share at
which the Fund will repurchase Shares will not be calculated until the
Repurchase Pricing Date. The net asset value of the Shares may
fluctuate between the Repurchase Request Deadline and the Repurchase Pricing
Date, and there can be no assurance that the net asset value of the Shares on
the Repurchase Pricing Date will be as high as the net asset value of the Shares
on the Repurchase Request Deadline. Pursuant to applicable law, the
Fund may use a Repurchase Pricing Date earlier than December 16, 2009, if, on or
immediately following the Repurchase Request Deadline, it appears that the use
of an earlier Repurchase Pricing Date is not likely to result in significant
dilution of the net asset value of the Shares that are presented for repurchase
in the Repurchase Offer or the Shares that are not so presented for
repurchase.
POSSIBLE
PRORATION: If greater than 5% of the Fund’s Shares are
presented for repurchase pursuant to the Repurchase Offer, the Fund will be
required to repurchase Shares tendered on a pro rata basis, subject to the
exception described in Section 3 above. Accordingly, you cannot be
assured that all of the Shares that you present for repurchase will in fact be
repurchased.
RECOGNITION OF CAPITAL
GAINS: The Fund may be required to sell portfolio securities
pursuant to the Repurchase Offer, in which event it might recognize capital
gains. The Fund expects that it would distribute any such gains to
shareholders (reduced by net capital losses realized during the fiscal year, if
any) following the end of its fiscal year on December 31. This
recognition and distribution of gains, if any, would have two negative
consequences: first, shareholders at the time of declaration of the
distributions would be required to pay taxes on a greater amount of capital gain
distributions than otherwise would be the case; and second, to raise cash to
make the distributions, the Fund might need to sell additional portfolio
securities, thereby possibly realizing and recognizing additional capital
gains. It is impossible to predict the amount of capital gains or
losses that would be realized and recognized. In addition, some of
the distributed gains may be realized on securities held for one year or less,
which would generate income taxable to the shareholders at ordinary income
rates.
TAX CONSEQUENCES OF REPURCHASES TO
SHAREHOLDERS: The Fund’s repurchase of Shares pursuant to the
Repurchase Offer will have tax consequences for participating shareholders and
may have tax consequences for non-participating shareholders. See
Section 14, “Certain Federal Income Tax Consequences,” below
2
HIGHER EXPENSE RATIO AND LESS
INVESTMENT FLEXIBILITY: The reduced net assets of the Fund as
a result of the Fund’s semi-annual Repurchase Offers will, over time, result in
a higher expense ratio for the Fund, and possibly in less investment flexibility
for the Fund, depending on the number of Shares repurchased.
6. Procedure For Participating in the
Repurchase Offer. You may submit some or all of your Shares
for repurchase by delivering or mailing a Repurchase Request Form (in the form
attached) or facsimile thereof (together with certificates and other required
documents) to the Amercian Stock Transfer & Trust Company
("AST" or
the "Depositary") at the appropriate address set forth at the end of this
Repurchase Offer or by following the procedures for book-entry delivery set
forth below (and causing a confirmation of receipt of such delivery to be
received by the Depositary). In lieu of the foregoing, you can comply
with the guaranteed delivery procedures set forth below.
A. Presentation of Shares for
Repurchase.
To submit
Shares properly for repurchase, the certificates for Shares, together with a
properly completed and duly executed Repurchase Request Form (or facsimile
thereof) and any other documents required by the Repurchase Request Form, must
be received prior to the Repurchase Request Deadline by the Depositary at the
appropriate address set forth at the end of this Repurchase Offer, except as
otherwise provided below in this Section. Repurchase Request Forms and
certificates representing tendered Shares should NOT be sent or delivered
directly to the Fund.
B. Shares Held by
Nominees.
If your
Shares are registered in the name of a broker, dealer, commercial bank, trust
company or other nominee, you should contact such firm if you desire to
participate in the Repurchase Offer. You may be charged fees by such
firm for processing the documentation required to participate in the Repurchase
Offer.
C. Shares Purchased through Dividend
Reinvestment Plan.
The Fund’s transfer agent holds Shares
in uncertificated form for certain shareholders pursuant to the Fund’s dividend
reinvestment plan. You may submit all such uncertificated Shares for
repurchase by completing the appropriate section in the Repurchase Request Form
or the Notice of Guaranteed Delivery.
D. Book-Entry
Delivery Procedures.
The Depositary will establish accounts with respect to the Shares at the Depository Trust Company (“DTC”) for purposes of the Repurchase Offer within two business days after the date of this Offer to Repurchase. Any financial institution that is a participant in DTC’s system may make delivery of Shares submitted for repurchase by causing DTC to transfer such Shares into the Depositary’s account in accordance with DTC’s procedure for such transfer. However, although delivery of Shares may be effected through transfer into the Depositary’s account at DTC, the Repurchase Request Form (or facsimile thereof), with any required signature guarantee and any other required documents, must, in any case, be transmitted to and received by the Depositary at the appropriate address set forth at the end of this Repurchase Offer before the Repurchase Request Deadline, or the shareholder must comply with the guaranteed delivery procedures described below. Delivery of documents to DTC in accordance with DTC’s procedures does not constitute delivery to the Depositary.
E. Guaranteed Delivery
Procedures.
If
certificates for Shares are not immediately available or time will not permit
the Repurchase Request Form and other required documents to reach the Depositary
prior to the Repurchase Request Deadline, Shares may nevertheless be submitted
for repurchase provided that all of the following conditions are
satisfied:
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(a)
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such
requests for repurchase are made by or through an Eligible Institution (as
defined in subsection F. below);
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(b)
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the
Depositary receives, prior to the Repurchase Request Deadline, a properly
completed and duly executed Notice of Guaranteed Delivery substantially in
the form provided by the Fund (delivered either by hand, mail, telegram,
telex or facsimile transmission);
and
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3
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(c)
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the
certificates for all Shares submitted for repurchase, or book-entry
confirmation, as the case may be, together with a properly completed and
duly executed Repurchase Request Form and any other documents required by
the Repurchase Request Form, are received by the Depositary within three
New York Stock Exchange trading days after receipt by the Depositary of
such Notice of Guaranteed Delivery.
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F. Signature
Guarantees.
Signatures on
all Repurchase Request Forms must be guaranteed by a member firm of a registered
national securities exchange, a member of the Financial Industry Regulatory
Authority or a commercial bank, credit union, savings association or trust
company having an office, branch or agency in the United States or other entity,
which is, in each case, a member in good standing of the Medallion Signature
Guarantee Program (each being hereinafter referred to as an “Eligible Institution”), in
cases where Shares are tendered:
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·
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by
a registered holder of Shares who has completed either the box entitled
“Special Payment Instructions” or the box entitled “Special Delivery
Instructions” on the Repurchase Request Form;
or
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·
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for
the account of an institution that is not an Eligible
Institution.
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See
Instruction 1 of the Repurchase Request Form.
If the certificates are registered in
the name of a person other than the signer of the Repurchase Request Form, or if
payment is to be made to a person other than the registered owner of the
certificates surrendered, then the certificates must be endorsed or accompanied
by appropriate stock powers, in either case signed exactly as the name or names
of the registered owner or owners appear on the certificates, with the
signature(s) on the certificates or stock powers guaranteed as set forth in the
previous paragraph. See Instruction 6 of the Repurchase Request
Form.
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G.
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Determination of
Validity.
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The
method of delivery of the certificates representing Shares, the Repurchase
Request Form, and all other documents is at your option and risk. If
you wish to deliver Shares and other documents by mail, we recommend that you
use insured registered mail, return receipt requested. It is your
responsibility to cause the certificates, the repurchase request form and any
other documents to be timely delivered.
To prevent backup withholding on
payments made for the repurchase of Shares pursuant to the Repurchase Offer, you
must provide the Depositary with your correct taxpayer identification number by
completing the substitute Form W-9 included with the Repurchase Request Form
(even if you have previously completed such a form). If you are not a
citizen or a resident of the United States, you may be able to satisfy this
requirement by providing a certificate of foreign status (Form W-8) to the
Depositary in lieu of the substitute Form W-9. See Section 14,
“Certain Federal Income Tax Consequences,” below.
All questions as to the validity, form,
eligibility (including, for example, time of receipt) and acceptance of any
repurchase requests will be determined by the Fund or one of its agents on
behalf of the Fund in its sole discretion and that determination will be final
and binding. The Fund reserves the absolute right (i) to reject any
and all repurchase requests for Shares determined not to be in proper form, or
refuse to accept for payment, purchase or pay for any Shares if, in the opinion
of the Fund’s counsel, accepting, repurchasing or paying for such Shares would
be unlawful and (ii) to waive any of the conditions of the Repurchase Offer or
any defect or irregularity in the submission of any Shares for repurchase,
whether in general or with respect to any particular Shares or
shareholders. The Fund’s determination or the determination by any
agent for and on behalf of the Fund of any defect or irregularity in the
submission of any Shares for repurchase and its interpretation of the terms and
conditions of the Repurchase Offer (including the Repurchase Request Form and
the Instructions thereto) shall be final and binding.
Unless waived, any defects or
irregularities in connection with repurchase requests must be cured within the
times as the Fund shall determine. Repurchase requests will not be
deemed to have been made until all defects or irregularities have been cured or
waived. None of the Fund, the Information
4
Agent, the
Depositary or any other person shall be under any duty to give notice of any
defects or irregularities in repurchase requests, and none shall incur any
liability for failure to give such notification.
7. Withdrawal
Rights. You may withdraw a request to repurchase Shares made
pursuant to the Repurchase Offer at any time prior to the Repurchase Request
Deadline. Additionally, you may increase or decrease the amount of
Shares presented for repurchase prior to the Repurchase Request
Deadline. After the Repurchase Request Deadline, all repurchase
requests made pursuant to the Repurchase Offer will be
irrevocable. The net
asset value per Share of the Fund may increase or decrease between the
Repurchase Request Deadline and the Repurchase Pricing Date, and between the
Repurchase Pricing Date and the Repurchase Payment Deadline.
To be
effective, a written, telegraphic or facsimile transmission notice of withdrawal
must be timely received by the Depositary at the address set forth at the end of
this Repurchase Offer. Any notice of withdrawal must specify the name
of the person who executed the particular Repurchase Request Form or Notice of
Guaranteed Delivery, the number of Shares to be withdrawn and, if certificates
have been delivered or otherwise identified to the Depositary, the name of the
holder of record and the serial numbers of the certificates representing the
Shares to be withdrawn. If Shares have been delivered pursuant to the
procedure for book-entry delivery as set forth in Section 6, “Procedure for
Participating in the Repurchase Offer,” any notice of withdrawal also must
specify the name and the number of the account at DTC to be credited with the
withdrawn Shares (which must be the same name and number from which the Shares
were submitted), and must otherwise comply with DTC’s procedures.
All
questions as to the form, validity, and eligibility (including, for example,
time of receipt) of notices of withdrawal will be determined by the Fund or its
agent in its sole discretion and that determination will be final and
binding. None of the Fund, the Information Agent, the Depositary or
any other person will be under any duty to give notification of any defects or
irregularities in any notice of withdrawal, and none shall incur any liability
for failure to give any such notification.
Any
Shares timely and properly withdrawn will be deemed not duly submitted for
purposes of the Repurchase Offer. Shares may be submitted again after
a withdrawal has been made if the necessary documents and procedures for the
submission of Shares for participation in the Repurchase Offer are submitted and
followed within the time periods as described the Repurchase Offer.
8. Acceptance for Payment and
Payment. Upon the terms and subject to the conditions of the
Repurchase Offer, the Fund will accept for payment, and will pay for, Shares
submitted for repurchase on or before the Repurchase Request Deadline and not
properly withdrawn in accordance with Section 7, “Withdrawal Rights”, as soon as
practicable after the Repurchase Request Deadline but in no event prior to the
Repurchase Pricing Date. The Fund expressly reserves the right, in
its sole discretion, to delay the acceptance for payment of, or payment for,
Shares, in order to comply in whole or in part with any applicable
law.
The per-Share consideration paid to any
shareholder pursuant to the Repurchase Offer will be the highest per-Share
consideration paid to any other shareholder during the Repurchase
Offer. In all cases, payment for Shares submitted for repurchase and
accepted for payment pursuant to the Repurchase Offer will be made only after
timely receipt by the Depositary of certificates for such Shares (or
confirmation of the book-entry transfer of such Shares), a properly executed
Repurchase Request Form (or facsimile thereof) and any other documents required
by the Repurchase Request Form.
For purposes of the Repurchase Offer,
the Fund will be deemed to have accepted for payment, and thereby repurchased,
Shares properly submitted to the Fund and not withdrawn, if, and as of when the
Fund gives oral or written notice to the Depositary of its acceptance for
payment of such Shares. Payment for Shares accepted for payment
pursuant to the Repurchase Offer will be made by deposit of the aggregate
repurchase price (less the aggregate Repurchase Fee) with the Depositary, which
will act as agent for the shareholders for purposes of receiving payment from
the Fund and transmitting payment to the shareholders. Under no
circumstances will the Fund pay interest on the repurchase price of the Shares
repurchased by the Fund, regardless of any delay in making such
payment. If any Shares submitted for repurchase are not accepted for
payment pursuant to the terms and conditions of the Repurchase Offer for any
reason, or are not paid for because of an invalid submission for repurchase, or
if certificates are submitted for more Shares than are repurchased, certificates
for such
5
unrepurchased
Shares will be returned, without expense to the submitting shareholder, as soon
as practicable following expiration of the Repurchase Offer. Shares
delivered by book-entry transfer into the Depositary’s account at DTC as
described in Section 6, “Procedure for Participating in the Repurchase Offer,”
which are to be returned will be credited to an account maintained within
DTC. Shares which are to be returned and which were held in
uncertificated form by the Fund’s transfer agent pursuant to the Fund’s dividend
reinvestment plan will be returned to the dividend reinvestment plan account
maintained by the transfer agent.
If
the Fund is delayed in its acceptance for payment of, or in its payment for,
Shares for any reason, then, without prejudice to the Fund’s rights under this
Repurchase Offer, the Depositary may, nevertheless, on behalf of the Fund,
retain submitted Shares, and such Shares may not be withdrawn unless and except
to the extent submitting shareholders are entitled to withdrawal rights as
described in Section 7, “Withdrawal Rights.”
Shares submitted for repurchase
pursuant to the Repurchase Offer will be subject to the Repurchase Fee, which
will be paid to the Fund and is reasonably intended to compensate the Fund for
expenses directly related to the Repurchase Offer. Except for the
Repurchase Fee and except for any fee described in Section 6.B above,
shareholders that submit Shares for repurchase will not be obligated to pay
brokerage commissions, fees or, except in the circumstances described in
Instruction 7 of the Repurchase Request Form, transfer taxes on the repurchase
of Shares by the Fund.
9. Suspensions and Postponements of
Repurchase Offer. The Board may suspend or postpone the
Repurchase Offer only by a vote of a majority of the Board, including a majority
of Trustees who are not “interested persons” as defined in the Investment
Company Act, and only:
|
(i)
|
if
the Repurchase Offer would cause the Fund to lose its status as a
regulated investment company under Subchapter M of the Internal Revenue
Code of 1986, as amended (the "Code");
|
|
(ii)
|
if
the Repurchase Offer would cause the Shares to be neither listed on any
national securities exchange nor quoted on any inter-dealer quotation
system of a national securities
association;
|
|
|
(iii)
|
for
any period during which the New York Stock Exchange or any market in which
the securities owned by the Fund are principally traded is closed, other
than customary weekend and holiday closings, or during which trading on
such market is restricted;
|
|
|
(iv)
|
for
any period during which an emergency exists as a result of which disposal
by the Fund of securities owned by it is not reasonably practicable, or
during which it is not reasonably practicable for the Fund fairly to
determine the value of its net assets;
or
|
|
|
(v)
|
for
such other periods as the U.S. Securities and Exchange Commission may by
order permit for the protection of shareholders of the
Fund.
|
If the
Repurchase Offer is suspended or postponed, the Fund will provide notice to
shareholders of such suspension or postponement.
10. Net Asset Value Per Share and Market
Price. The Shares currently trade on the New York Stock
Exchange under the symbol “TFC.” The following table sets forth, on a
quarterly basis, the Fund’s high and low net asset values per Share and the high
and low closing prices of the Shares for the eight calendar quarters ended prior
to the date of this Repurchase Offer.
6
|
Period
|
Net
Asset Value Per Share
|
Market
Price*
|
||
|
High
|
Low
|
High
|
Low
|
|
|
2007
|
||||
|
4th
Quarter
|
$9.46
|
$7.19
|
$8.48
|
$6.77
|
|
2008
|
|
|
|
|
|
1st
Quarter
|
$8.11
|
$6.54
|
$7.43
|
$6.12
|
|
2nd
Quarter
|
$8.28 | $6.80 | $7.60 | $6.11 |
|
3rd
Quarter
|
$6.82
|
$5.18
|
$6.23
|
$4.58
|
|
4th
Quarter
|
$5.28
|
$3.40
|
$4.71
|
$2.96
|
|
2009
|
|
|
|
|
|
1st
Quarter
|
$4.34
|
$3.47
|
$3.96
|
$3.02
|
|
2nd
Quarter
|
$5.70 | $4.22 | $5.40 | $3.95 |
|
3rd
Quarter
|
$6.55
|
$5.35
|
$5.91
|
$4.86
|
* As
reported by the New York Stock Exchange.
The net
asset value per Share computed as of the close of business on November 9,
2009 was $6.51. On November 9, 2009, the high, low and
closing prices of the Shares as reported on the New York Stock Exchange were
$6.01, $5.91 and $6.00 respectively.
11. Information with Respect to the
Fund. The Fund is a closed-end, diversified management
investment company organized as a Massachusetts business trust. As a
closed-end investment company, the Fund differs from an open-end investment
company (i.e., a mutual fund) in that it does not redeem its Shares at the
election of a shareholder and does not continuously offer its shares for sale to
the public.
12. Certain Fees and
Expenses. The Fund will not pay to any broker or dealer,
commercial bank, trust company or other person any solicitation fee for any
Shares repurchased pursuant to the Repurchase Offer. The Fund will
reimburse such persons for customary handling and mailing expenses incurred in
forwarding the Repurchase Offer. No such broker, dealer, commercial
bank or trust company has been authorized to act as the agent of the Fund or the
Depositary for purposes of the Repurchase Offer.
The Fund
has retained AST to act as Depositary and The Altman Group to act as Information
Agent. The Fund will pay each of the Depositary and the Information
Agent reasonable and customary compensation for their services, reimburse each
of the Depositary and Information Agent for certain out-of-pocket expenses and
indemnify each of the Depositary and the Information Agent against certain
liabilities.
13. Miscellaneous. The
Repurchase Offer is not being made to, nor will the Fund accept repurchase
requests from, shareholders residing in any state or other jurisdiction in which
the Repurchase Offer or its acceptance would not be in compliance with the
securities, Blue Sky or other laws of such jurisdiction.
14. Certain Federal Income Tax
Consequences. The following discussion describes certain U.S.
federal income tax consequences of the repurchase of Shares in the Repurchase
Offer. Except where noted, it deals only with Shares held as capital
assets and does not deal with special situations, such as those of dealers in
securities or commodities, traders in securities that elect to mark their
holdings to market, insurance companies, financial institutions, tax-exempt
entities, regulated investment companies, real estate investment trusts,
non-U.S. persons, persons holding Shares as a part of a hedging, conversion or
constructive sale transaction or a straddle or persons whose functional currency
is not the U.S. dollar. Furthermore, the discussion below is based
upon the provisions of the Code, and regulations, administrative rulings and
judicial decisions thereunder as of the date hereof. Such authorities
may be amended, repealed, revoked or modified, either prospectively or
retroactively, so as to result in U.S. federal income tax consequences different
from those discussed below. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR
CONCERNING THE U.S. FEDERAL
7
INCOME
TAX CONSEQUENCES OF PARTICIPATING IN THE REPURCHASE OFFER IN LIGHT OF YOUR
PARTICULAR SITUATION, AND CONCERNING ANY CONSEQUENCES ARISING UNDER THE LAWS OF
ANY OTHER TAXING JURISDICTION.
A redemption
of Shares for cash in the Repurchase Offer will be a taxable transaction for
U.S. federal income tax purposes. Each redeeming shareholder will,
depending on such shareholder’s particular circumstances, be treated either as
recognizing gain or loss from the disposition of the Shares or as receiving a
dividend distribution from the Fund. Under Section 302(b) of the
Code, a sale of Shares pursuant to the Repurchase Offer generally will be
treated as a sale or exchange if: (a) it results in a complete termination of
the shareholder’s interest in the Fund, (b) it results in a substantially
disproportionate redemption with respect to the shareholder, or (c) the receipt
of cash by the shareholder is not “essentially equivalent to a
dividend.” If none of those tests is met for a particular
shareholder, the amount such shareholder receives pursuant to the Repurchase
Offer will be treated as a distribution, as described below. In
determining whether any of the Section 302(b) tests has been met, a shareholder
generally must take into account not only the Shares directly owned by the
shareholder, but also any Shares that the shareholder is deemed to own under
certain constructive ownership rules set forth in Section 318 of the
Code.
A sale pursuant to the Repurchase Offer
will result in a complete termination with respect to a shareholder if, after
the sale, the shareholder no longer owns any Shares, either directly or
constructively. A sale pursuant to the Repurchase Offer will result
in a substantially disproportionate redemption if the shareholder’s
proportionate ownership of Shares after all repurchases pursuant to the
Repurchase Offer is less than 80% of the shareholder’s proportionate ownership
prior to the Repurchase Offer (in each case, taking account of Shares owned
directly and constructively). The receipt of cash by a shareholder
generally will not be “essentially equivalent to a dividend” so long as the
repurchases pursuant to the Repurchase Offer meaningfully reduce the
shareholder’s proportionate ownership of Shares (again, taking account of Shares
owned directly and constructively).
Sale/Exchange
Treatment. If a shareholder qualifies for sale or exchange
treatment under Section 302(b) of the Code, such shareholder will recognize a
capital gain or loss equal to the difference between the price paid by the Fund
for the Shares purchased in the Repurchase Offer and the Shareholder’s adjusted
basis in such Shares. In general, such capital gain or loss will be a
long-term capital gain or loss if the Shares have been held for more than twelve
months and otherwise will be a short-term capital gain or loss. If,
however, the Shares have been held for six months or less, any loss recognized
on the sale will be treated as a long-term capital loss to the extent of any
distributions of net capital gain that have been made on the
Shares.
Dividend/Distribution
Treatment. If a shareholder does not qualify for sale or
exchange treatment under Section 302(b) of the Code, amounts received pursuant
to the Repurchase Offer will be treated as a dividend to the extent of the
shareholder’s allocable share of the Fund’s current and accumulated earnings and
profits. Any amount in excess of the shareholder’s allocable share of
the Fund’s current and accumulated earnings and profits will be treated as a
non-taxable return of capital to the extent of the shareholder’s adjusted basis
in the Shares, with the remainder, if any, treated as a capital
gain. If the deemed distribution is not sufficient to exhaust the
shareholder’s adjusted basis in the Shares repurchased, any remaining basis will
be spread over the remaining Shares held by the shareholder.
If the payment for any repurchase of
Shares pursuant to the Repurchase Offer is treated as a distribution rather than
as an exchange, then any shareholder whose proportionate interest in the Fund
increases as a result of the Repurchase Offer, including non-tendering
shareholders, could be deemed to have received a taxable stock distribution
under certain circumstances. You are urged to consult your own tax
advisor regarding the possibility of such deemed distributions resulting from
the repurchase of Shares pursuant to the Repurchase Offer.
Tax
Withholding. The Depositary will withhold U.S. federal income
tax at the rate of 30% on any payment to a shareholder who is not a “United
States person” under the Code (a “Non-U.S. Shareholder”) unless the Depositary
determines that a reduced rate of withholding is available pursuant to a tax
treaty or that an exemption from withholding is applicable because such gross
proceeds are effectively connected with the conduct of a trade or business
within the U.S. In order to obtain a reduced rate of withholding
pursuant to a tax treaty, a Non-U.S. Shareholder must deliver to the
8
Depositary
before the payment a properly completed and executed Internal Revenue Service
(“IRS”) Form
W-8BEN. In order to obtain an exemption from withholding on the
grounds that the gross proceeds paid pursuant to the Repurchase Offer are
effectively connected with the conduct of a trade or business within the U.S., a
Non-U.S. Shareholder must deliver to the Depositary before the payment a
properly completed and executed IRS Form W-8ECI. The Depositary will
determine a shareholder’s status as a Non-U.S. Shareholder and eligibility for a
reduced rate of, or exemption from, withholding by reference to any outstanding
certificates or statements concerning eligibility for a reduced rate of, or
exemption from, withholding (e.g., IRS Forms W-8BEN or W-8ECI) unless facts and
circumstances indicate that such reliance is not warranted. A
Non-U.S. Shareholder will generally be eligible to obtain a refund of all or a
portion of any tax withheld if such shareholder qualifies for sale or exchange
treatment as described above, provided that the Non-U.S. Shareholder files an
appropriate tax return or refund claim with the IRS within the time period
applicable to such claims. Non-U.S. Shareholders are urged to consult
their own tax advisors regarding the application of federal income tax
withholding, including eligibility for a withholding tax reduction or exemption,
and the refund procedure.
In addition, the Depositary will apply
backup withholding at the rate of 28% on any payment to a non-corporate
shareholder who does not complete and return the Substitute Form W-9 included
with the Repurchase Request Form. Backup withholding is not an
additional tax, and any amount withheld may be claimed as a credit or refund on
a timely-filed U.S. federal income tax return. Backup withholding
generally will not be applied to amounts subject to the 30% withholding
described in the preceding paragraph.
THE TAX DISCUSSION SET FORTH ABOVE IS
INCLUDED FOR GENERAL INFORMATION ONLY. YOU ARE URGED TO CONSULT YOUR
OWN TAX ADVISOR TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO YOU OF THE
REPURCHASE OFFER, INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL AND
FOREIGN TAX LAWS.
15. Depositary and Information
Agent. The Repurchase Request Form and certificates for your
Shares should be sent or delivered by you, your broker, dealer, commercial bank,
trust company or other nominee to the Depositary as set forth on the following
page.
9
DEPOSITARY:
American
Stock Transfer & Trust Company
|
BY
FIRST CLASS MAIL:
|
BY
REGISTERED, CERTIFIED, EXPRESS MAIL OR OVERNIGHT COURIER:
|
BY
HAND:
|
|
Taiwan
Greater China Fund
c/o
American Stock Transfer & Trust Company
Operations
Center
Attn:
Reorganization Department
6201
15th
Avenue
Brooklyn,
NY 11219
U.S.A.
|
Taiwan
Greater China Fund
c/o
American Stock Transfer & Trust Company
Operations
Center
Attn:
Reorganization Department
6201
15th
Avenue
Brooklyn,
NY 11219
U.S.A.
|
Taiwan
Greater China Fund
c/o
American Stock Transfer & Trust Company
Attn:
Reorganization Department
59
Maiden Lane
New
York, NY 10038
U.S.A.
|
Any
questions or requests for assistance or additional copies of this Offer to
Repurchase, the Repurchase Request Form, the Notice of Guaranteed
Delivery or other documents may be directed to the Information Agent at its
telephone number and location listed below. You may also contact your
broker, dealer, commercial bank or trust company or other nominee for assistance
concerning the Repurchase Offer.
The
Information Agent for the Repurchase Offer is:
The
Altman Group, Inc.
1200 Wall
Street West, 3rd
Floor
Lyndhurst,
NJ 07071
U.S.A.
Toll
Free: (800) 814-0979
REPURCHASE
REQUEST FORM
*
* * * * * *
To
Accompany Certificate(s) for Shares of Common Stock
or
Repurchase Request of Uncertificated Shares
of
TAIWAN
GREATER CHINA FUND
Presented
for Repurchase Pursuant to the Offer to Repurchase
Dated
November 18, 2009
THE
REPURCHASE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW
YORK CITY TIME, ON DECEMBER 11, 2009 ("REPURCHASE
REQUEST DEADLINE").
*
* * * * * *
THE
DEPOSITARY FOR THE REPURCHASE OFFER IS:
AMERICAN
STOCK TRANSFER & TRUST COMPANY
|
BY
FIRST CLASS MAIL:
|
BY
REGISTERED, CERTIFIED, EXPRESS MAIL OR OVERNIGHT COURIER:
|
BY
HAND:
|
|
Taiwan
Greater China Fund
c/o
American Stock Transfer & Trust Company
Operations
Center
Attn:
Reorganization Department
6201
15th
Avenue
Brooklyn,
NY 11219
U.S.A.
|
Taiwan
Greater China Fund
c/o
American Stock Transfer & Trust Company
Operations
Center
Attn:
Reorganization Department
6201
15th
Avenue
Brooklyn,
NY 11219
U.S.A.
|
Taiwan
Greater China Fund
c/o
American Stock Transfer & Trust Company
Attn:
Reorganization Department
59
Maiden Lane
New
York, NY 10038
U.S.A.
|
Description
of Shares Presented for Repurchase
|
Name(s)
and Addresses of Registered Holder(s)
Please
Fill in, if Blank, Exactly as Name(s) Appear(s) on
Certificate(s)):
|
Shares
Presented for Repurchase ***
(Attach
an additional signed list if necessary)
|
|||
|
Certificate
Number(s)*
|
Total
Number of Shares Evidenced by Certificates**
|
Number
of Shares Presented for
Repurchase
|
Dividend
Reinvestment Shares Presented for Repurchase
|
|
|
Total
Shares Presented for Repurchase:
|
||||
|
*
|
Need
not be completed by shareholders who present Shares for repurchase by
book-entry transfer.
|
|
**
|
Unless
otherwise indicated, it will be assumed that all Shares evidenced by any
certificates delivered to the Depositary are being presented for
repurchase. See Instruction 5.
|
|
***
|
If
the Shares being presented for repurchase are Shares held by the Fund’s
transfer agent pursuant to the Fund’s dividend reinvestment plan,
shareholders should so indicate on page
4.
|
[___] I
have lost my certificate(s) for Shares of the Fund and require assistance with
respect to replacing such certificate(s). See Instruction
3.
THE
METHOD OF DELIVERY OF THIS REPURCHASE REQUEST FORM, THE CERTIFICATES FOR SHARES
AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY
TRANSFER FACILITY, IS AT YOUR OPTION AND RISK, AND EXCEPT AS OTHERWISE PROVIDED
IN INSTRUCTION 2, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED
BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IT IS
YOUR RESPONSIBILITY TO CAUSE THIS REPURCHASE REQUEST FORM, THE CERTIFICATES AND
ALL OTHER DOCUMENTS TO BE TIMELY DELIVERED.
This
Repurchase Request Form is to be used (a) if you desire to present your Shares
for participation in the Repurchase Offer yourself, (b) if uncertificated Shares
held by the Fund’s transfer agent pursuant to the Fund’s dividend reinvestment
plan are to be presented for repurchase, or (c) if requests for repurchase are
to be made by book-entry transfer to any of the accounts maintained by the
Depositary at the Depository Trust Company ("DTC" or the "Book-Entry Transfer
Facility") pursuant to the procedure set forth in Section 6, "Procedure for
Participating in the Repurchase Offer" of the Fund’s Offer to
Repurchase. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY
DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
Shareholders
whose certificates are not immediately available or who cannot deliver
certificates for Shares (other than uncertificated Shares held by the Fund’s
transfer agent pursuant to the Fund’s dividend reinvestment plan) or deliver
confirmation of the book-entry transfer of their Shares into the Depositary’s
account at the Book-Entry Transfer Facility and all other documents required
hereby to the Depositary prior to 5:00 p.m., New York City time, on the
Repurchase Request Deadline, may nevertheless present their Shares for
repurchase according to the guaranteed delivery procedures set forth in Section
6, "Procedure for Participating in the Repurchase Offer" of the Fund’s Offer to
Repurchase. See Instruction 2 below.
*
* * * * * *
[___] CHECK HERE IF
SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED
BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE
FOLLOWING:
|
Name
of Institution Submitting Shares:
__________________________________________________
|
|
Account
Number:__________________ Transaction
Code Number:__________________
|
|
If
the Shares are being presented for repurchase by a Nominee Holder on
behalf of its customers, please state the number of customer accounts for
whose benefit the repurchase request is being
made: __________________________________
|
*
* * * * * *
[___] CHECK HERE IF
SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY
PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:
|
Name(s)
of Registered
Owner(s):__________________________________________________
|
|
|
Date
of Execution of Notice of Guaranteed
Delivery:___________________________________
|
|
|
Name
of Eligible Institution that Guaranteed
Delivery:__________________________________
|
|
|
Account
Number (if delivered by book entry
transfer):__________________________________
|
|
NOTE:
SIGNATURES MUST BE PROVIDED BELOW.
PLEASE
READ THE ACCOMPANYING DOCUMENTS CAREFULLY.
2
Ladies
and Gentlemen:
The
person(s) signing this Repurchase Request Form (the "Signor" or the
"Shareholder") hereby expresses a desire to participate in the Repurchase Offer
and hereby requests the repurchase by the Taiwan Greater China Fund (the "Fund")
of the shares of the Fund’s common stock, $0.01 par value per share (the
"Shares") described in the "Description of Shares Presented for Repurchase",
upon the terms and conditions set forth in the Offer to Repurchase dated
November 18, 2009, receipt of which is hereby acknowledged, and in this
Repurchase Request Form (which together constitute the "Repurchase
Offer"). The consideration to be paid for each Share of the Fund
presented for repurchase (the "Repurchase Price") will be equal to the net asset
value per Share ("NAV") as determined at the close of regular trading on the
Taiwan Stock Exchange on December 16, 2009 or, if the Taiwan Stock Exchange is
not open on December 16, 2009, at the opening of the New York Stock Exchange on
December 16, 2009 (the "Repurchase Pricing Date"), minus a repurchase fee (the
"Repurchase Fee") equal to 2% of the NAV per Share.
Subject
to, and effective upon, acceptance of payment of, or payment for, Shares
presented for repurchase by the Signor in accordance with the terms and subject
to the conditions of the Repurchase Offer, the Signor hereby sells, assigns and
transfers to, or upon the order of, the Fund all right, title and interest in
and to all the Shares that are being presented for repurchase as described in
the "Description of Shares Presented for Repurchase" that may be repurchased by
the Fund pursuant to the Repurchase Offer (and any and all dividends,
distributions and other Shares, securities and rights issued or issuable in
respect of such Shares on or after the Repurchase Request Deadline) and the
Signor irrevocably constitutes and appoints American Stock Transfer & Trust
Company (the "Depositary") as the true and lawful agent and attorney-in-fact of
the Signor with respect to such Shares (and any such dividends, distributions
and other Shares and securities and rights issued or issuable in respect of such
Shares on or after the Repurchase Request Deadline), with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest) to (a) present certificate(s) for such Shares (and any
such dividends, distributions and other Shares and securities and rights issued
or issuable in respect of such Shares on or after the Repurchase Request
Deadline) or transfer ownership of such Shares (and any such dividends,
distributions and other Shares and securities and rights), together, in either
such case, with all accompanying evidence of transfer and authenticity, to or
upon the order of the Fund, (b) present such Shares (and any such dividends,
distributions and other Shares and securities and rights issued or issuable in
respect of such Shares on or after the Repurchase Request Deadline) for transfer
on the books of the Fund, and (c) receive all benefits and otherwise exercise
all rights of beneficial ownership of such Shares (and any such dividends,
distributions and other Shares and securities and rights issued or issuable in
respect of such Shares on or after the Repurchase Request Deadline), all in
accordance with the terms of the Repurchase Offer.
The
Signor hereby represents and warrants that: (a) the Signor has full power and
authority to submit, sell, assign and transfer the Shares submitted for
repurchase (and any and all dividends, distributions and other Shares and other
securities and rights issued or issuable in respect of such Shares on or after
the Repurchase Request Deadline); (b) when and to the extent the Fund accepts
the Shares for repurchase, the Fund will acquire good, marketable and
unencumbered title thereto, free and clear of all liens, restrictions, charges,
proxies, encumbrances or other obligations relating to their sale or transfer,
and not subject to any adverse claim; (c) on request, the Signor will execute
and deliver any additional documents deemed by the Depositary or the Fund to be
necessary or desirable to complete the sale, assignment and transfer of the
submitted Shares (and any and all dividends, distributions and other Shares and
securities and rights issued or issuable in respect of such Shares on or after
the Repurchase Request Deadline); and (d) the Signor has read and agreed to all
of the terms of the Repurchase Offer.
The name(s) and address(es) of the
registered owner(s) should be printed as they appear on the registration of
Shares. If the Shares presented for repurchase are in certificated
form, the certificate(s) representing such Shares must be submitted together
with this Repurchase Request Form.
3
The Signor recognizes that the Fund is
offering to repurchase up to 5% of its issued and outstanding shares of common
stock. The Signor further recognizes that if the number of Shares
presented for repurchase exceeds the number of Shares that the Fund is offering
to repurchase, the Fund will repurchase presented Shares on a pro rata basis, as
described in the Offer to Repurchase.
The Signor understands that the valid
submission of Shares pursuant to any one of the procedures described in Section
6, "Procedure for Participating in the Repurchase Offer," of the Fund’s Offer to
Repurchase and in the Instructions hereto will constitute a binding agreement
between the Signor and the Fund upon the terms and subject to the conditions of
the Offer to Repurchase.
The Signor recognizes that under
certain circumstances set forth in the Offer to Repurchase, the Fund may not be
required to repurchase any of the Shares submitted hereby, or may accept for
repurchase, pro rata with Shares submitted for repurchase by other shareholders
as described in the Offer to Repurchase, fewer than all of the Shares submitted
hereby.
All
authority conferred or agreed to be conferred in this Repurchase Request Form
shall be binding upon the successors, assigns, heirs, executors, administrators
and legal representatives of the Signor and shall not be affected by, and shall
survive, the death or incapacity of the Signor. Shares submitted
pursuant to the Repurchase Offer may be withdrawn at any time prior to the
Repurchase Request Deadline in accordance with Section 7, "Withdraw Rights," of
the Fund’s Offer to Repurchase. After the Repurchase Request
Deadline, all repurchase requests are irrevocable.
*
* * * * * *
THE
SIGNOR SUBMITS ALL UNCERTIFICATED SHARES THAT MAY BE HELD IN THE NAME OF THE
REGISTERED HOLDER(S) BY THE FUND’S TRANSFER AGENT PURSUANT TO THE FUND’S
DIVIDEND REINVESTMENT PLAN.
|
_________
YES
|
________
NO
|
Note: If
you do not check either of the spaces above, uncertificated Shares, if any, held
in the name of the registered holder(s) by the Fund’s transfer agent pursuant to
the Fund’s dividend reinvestment plan will NOT be tendered.
*
* * * * * *
Unless otherwise indicated herein under
"Special Payment
Instructions," please return any certificates for Shares not repurchased
or accepted for payment (and accompanying documents, as appropriate) in the
name(s) of the registered holder(s) appearing under "Description of Shares
Presented for Repurchase."
Similarly, unless otherwise indicated
under "Special Delivery
Instructions," please return any certificates for Shares not repurchased
or accepted for payment (and accompanying documents, as appropriate) to the
address(es) of the registered holder(s) appearing under "Description of Shares
Presented for Repurchase."
In the event that either the Special
Delivery Instructions or the Special Payment Instructions are completed, please
return such certificates to the person or persons so indicated. The
Signor recognizes that the Fund has no obligation pursuant to the Special
Payment Instructions to transfer any Shares from the name of the registered
holder thereof if the Fund does not accept for payment any of the Shares so
submitted. The undersigned further recognizes that the Special
Payment Instructions and the Special Delivery Instructions are not applicable to
Shares submitted by book-entry transfer nor to uncertificated Shares held by the
Fund’s transfer agent pursuant to the Fund’s dividend reinvestment plan, which
Shares may be submitted hereby.
4
SPECIAL
PAYMENT INSTRUCTIONS
(See
Instruction 8)
To be completed ONLY if certificates
for Shares not presented for repurchase or not repurchased are to be issued in
the name of and sent to someone other than the undersigned.
Issue
Certificate to:
|
Name____________________________________________________________________
|
|
(PLEASE
PRINT)
|
|
Address__________________________________________________________________
|
|
_________________________________________________________________________
|
|
(CITY,
STATE, ZIP CODE)
|
|
Complete
Payer Substitute Form W-9
|
|
_________________________________________________________________________
|
|
(TAXPAYER
IDENTIFICATION (SOCIAL SECURITY) NUMBER)
|
|
SPECIAL
DELIVERY INSTRUCTIONS
|
|
(See
Instruction 8)
|
To be completed ONLY if certificates
for Shares not submitted for repurchase or not repurchased are to be issued in
the name of the undersigned, but sent to someone other than the undersigned or
to the undersigned at an address other than that provided by the undersigned on
page 6 of this Repurchase Request Form.
|
Mail
Certificate to:
|
|
Name____________________________________________________________________
|
|
(PLEASE
PRINT)
|
|
Address__________________________________________________________________
|
|
_________________________________________________________________________
|
|
(CITY,
STATE, ZIP CODE)
|
5
SIGN
HERE
PLEASE
READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
(Must be
signed by the registered holder(s) exactly as name(s) appear(s) on
certificate(s) for the Shares or on a security position listing or by person(s)
authorized to become registered holder(s) by certificate(s) and documents
transmitted herewith. If signature is by attorney-in-fact, executor,
administrator, trustee, guardian, agent, officer of a corporation or another
person acting in a fiduciary or representative capacity, please provide the
information requested under “Please Print”. See Instruction
6.)
|
Signature(s):
|
________________________________________________________________
|
||||
|
________________________________________________________________
|
|||||
|
Dated:
|
________________________________________________________________
|
||||
|
Please Print:
|
|||||
|
Name(s):
|
___________________________________________________________________
|
||||
|
___________________________________________________________________
|
|||||
|
Capacity
(Full Title):
|
_______________________________________________________________
|
||||
|
Address:
|
___________________________________________________________________
|
||||
|
____________________________________________________________________
|
|||||
|
City, State, Zip Code
|
|||||
|
Area
Code and Telephone Number:
|
_________________________________________________________
|
||||
|
Employer
Identification or
|
|||||
|
Social
Security Number:
|
____________________________________________________________
|
||||
GUARANTEE
OF SIGNATURE(S)
(Place
Signature Medallion Guarantee on this page. See Instructions 1 and
6.)
|
Authorized
Signature(s):
|
______________________________________________________________
|
||
|
Name:
|
____________________________________________________________________
|
||
|
Name
of Firm:
|
_________________________________________________________________
|
||
|
Address:
|
___________________________________________________________________
|
|
|
___________________________________________________________________
|
||
|
City,
State, Zip Code
|
||
| Date: |
_____________________,
2009
|
|
* * * * *
* * *
6
REPURCHASE
REQUEST FORM INSTRUCTIONS FORMING PART OF THE
TERMS
AND CONDITIONS OF THE REPURCHASE OFFER
1. GUARANTEE OF
SIGNATURES. No signature guarantee is required on this
Repurchase Request Form (a) if this Repurchase Request Form is signed by the
registered holder(s) of the Shares presented for repurchase (including, for
purposes of this Repurchase Request Form, any participant in the Book-Entry
Transfer Facility whose name appears on a security position listing as the owner
of Shares), unless such
holder has completed either the box entitled "Special Delivery Instructions" or
the box entitled "Special Payment Instructions" herein, or (b) if such Shares
are presented for repurchase for the account of a member firm of a registered
national securities exchange, a member of the Financial Industry Regulatory
Authority, a commercial bank, credit union, savings association or trust company
having an office, branch or agency in the United States, or other entity which
is, in each case, a member in good standing of Signature Guarantee Medallion
Program (each being hereinafter referred to as an "Eligible
Institution"). In all other cases, all signatures on this Repurchase
Request Form must be guaranteed by an Eligible Institution. See
Instruction 6.
2. DELIVERY OF REPURCHASE REQUEST FORM
AND CERTIFICATES; GUARANTEED DELIVERY PROCEDURES. This
Repurchase Request Form is to be used only (a) if Shares are to be forwarded
with this Repurchase Request Form, (b) if uncertificated Shares held by the
Fund’s transfer agent pursuant to the Fund’s dividend reinvestment plan are to
be presented for repurchase, or (c) if transfers of Shares presented for
repurchase are to be made by book-entry transfer according to the procedures set
forth in Section 6, “Procedure for Participating in the Repurchase Offer,” of
the Fund’s Offer to Repurchase.
Certificates
for all physically submitted Shares or confirmation of a book-entry transfer in
the Depositary’s account at the Book-Entry Transfer Facility of Shares tendered
by book-entry transfer, together, in each case, with a properly completed and
duly executed Repurchase Request Form or facsimile thereof with any required
signature guarantees, and any other documents required by this Repurchase
Request Form should be mailed or delivered to the Depositary at the appropriate
address set forth herein and must be received by the Depositary prior to 5:00
p.m., New York City time, on the Repurchase Request Deadline.
Shareholders
whose certificates are not immediately available or who cannot deliver Shares
and all other required documents to the Depositary prior to 5:00 p.m., New York
City time, on the Repurchase Request Deadline, or whose Shares cannot be
delivered on a timely basis pursuant to the procedures for book-entry transfer
prior to the Repurchase Request Deadline, may submit their Shares by or through
any Eligible Institution by properly completing and duly executing and
delivering a Notice of Guaranteed Delivery (or facsimile thereof), which must be
received by the Depositary prior to the Repurchase Request Deadline, and by
otherwise complying with the guaranteed delivery procedures set forth in Section
6, “Procedure for Participating in the Repurchase Offer,” of the Fund’s Offer to
Repurchase. Pursuant to such procedures, the certificates for all
physically submitted Shares, or confirmation of book-entry transfer, as the case
may be, as well as a properly completed and duly executed Repurchase Request
Form, and all other documents required by this Repurchase Request Form must be
received by the Depositary within three New York Stock Exchange trading days
after the Repurchase Request Deadline, all as provided in Section 6, “Procedure
for Participating in the Repurchase Offer,” of the Fund’s Offer to
Repurchase.
THE
METHOD OF DELIVERY OF THIS REPURCHASE REQUEST FORM, THE CERTIFICATES FOR SHARES
AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY
TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE SHAREHOLDER PRESENTING
SHARES FOR REPURCHASE. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ENSURE TIMELY DELIVERY.
Delivery
will be deemed made only when actually received by the Depositary. If
delivery is by mail, registered mail with return receipt requested, properly
insured, is recommended. Shareholders have the responsibility to
cause their Shares (in proper certificated or uncertificated form), this
Repurchase Request Form (or a photocopy bearing original signature(s) and any
required signature guarantees), and all other documents required by this
Repurchase Request Form to be delivered in accordance with the Fund’s Offer to
Repurchase.
The Fund
will not accept any alternative, conditional or contingent repurchase
requests. All shareholders, brokers, dealers, commercial banks, trust
companies and other nominees, by execution of this Repurchase Request Form (or
photocopy hereof), waive any right to receive any notice of the acceptance of
their request for repurchase.
3. LOST
CERTIFICATES. In the event that you are unable to deliver to
the Depositary the certificate(s) representing your Shares due to the loss or
destruction of such certificate(s), such fact should be included on page 1 of
this Repurchase Request Form. In such case, you should also contact
the Depositary, at (800) 937-5449 to report the lost securities. The
Depositary will send you such additional documentation that
7
you may
need to complete in order to effectively surrender such lost or destroyed
certificate(s) (including affidavits of loss and indemnity bonds in lieu
thereof). Surrenders hereunder regarding such lost certificates will
be processed only after such documentation has been submitted to and approved by
the Depositary. There may be a fee in respect of lost or destroyed
certificates.
4. INADEQUATE
SPACE. If the space provided is inadequate, the certificate
numbers and/or number of Shares should be listed on a separate, signed list
attached hereto.
5. PARTIAL REPURCHASES AND UNREPURCHASED
SHARES. (Not applicable to shareholders who submit Shares by
book-entry transfer.) If fewer than all the Shares evidenced by any
certificate submitted are to be presented for repurchase, fill in the number of
Shares which are to be presented for repurchase in the column entitled “Number
of Shares Presented for Repurchase.” In such case, a new certificate
for the remainder of the Shares evidenced by the old certificate(s) will be
issued and sent to the registered holder, unless otherwise specified in the
“Special Payment Instructions” or “Special Delivery Instructions” boxes in this
Repurchase Request Form, as soon as practicable after the Repurchase Request
Deadline. All Shares represented by certificates listed and delivered
to the Depositary are deemed to have been submitted for repurchase unless
otherwise indicated.
6. SIGNATURES
ON REPURCHASE REQUEST FORM; STOCK POWERS AND ENDORSEMENTS.
(a) If
this Repurchase Request Form is signed by the registered holder(s) of the Shares
presented hereby, the signature(s) must correspond exactly with the name(s) as
written on the face of the certificates.
(b) If
any of the Shares presented for repurchase are owned of record by two or more
joint holders, ALL of the owners must sign this Repurchase Request
Form.
(c) If
any of the Shares presented for repurchase are registered in different names on
several certificates, it will be necessary to complete, sign and submit as many
separate Repurchase Request Forms as there are different registrations of
certificates.
(d) If
this Repurchase Request Form is signed by the registered holder(s) of the Shares
listed and transmitted hereby, no endorsements of certificates or separate stock
powers are required unless payment is to be made, or the certificates for Shares
not submitted for repurchase or repurchased are to be issued, to a person other
than the registered holder(s), in which case the endorsements or signatures on
the stock powers, as the case may be, must be signed exactly as the name(s) of
the registered holder(s) appear(s) on the certificates. Signatures on
such certificates or stock powers must be guaranteed by an Eligible
Institution. See also Instruction 1.
(e) If
this Repurchase Request Form or any certificates or stock powers are signed by
trustees, executors, administrators, guardians, agents, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing and must submit proper
evidence satisfactory to the Fund of their authority to act in such a fiduciary
or representative capacity.
(f) If
this Repurchase Request Form is signed by a person(s) other than the registered
holder(s) of the certificates listed and transmitted hereby, the certificates
must be endorsed or accompanied by appropriate stock powers, in either case
signed exactly as the name or names of the registered holder(s) appear on the
certificates. Signatures on such certificates of stock powers must be
guaranteed by an Eligible Institution. See also Instruction
1.
7. STOCK TRANSFER
TAXES. Except as set forth in this Instruction 7, no stock
transfer tax stamps or funds to cover such stamps need accompany this Repurchase
Request Form, and the Fund will pay all stock transfer taxes, if any, with
respect to the transfer and sale of Shares to it pursuant to the Repurchase
Offer. If, however, payment of the repurchase price is to be made to,
or (in the circumstances permitted by the Fund’s Offer to Repurchase) if Shares
not presented for repurchase or not repurchased are to be registered in the name
of any person other than the registered holder, or if submitted certificates are
registered in the name of any person other than the person(s) signing this
Repurchase Request Form, the amount of any stock transfer taxes (whether imposed
on the registered holder or such other person) payable on account of the
transfer to such person will not be paid by the Fund and such amounts will be
deducted from the Repurchase Price prior to payment of the repurchase unless
satisfactory evidence of the payment of such taxes, or exemption therefrom, is
submitted to the Depositary.
8. SPECIAL PAYMENT AND DELIVERY
INSTRUCTIONS. If certificates for Shares not presented for
repurchase or not repurchased are to be issued in the name of a person other
than the person signing this Repurchase Request Form or if such certificates are
to be sent to someone other than the person signing this Repurchase Request Form
or to the person signing this Repurchase Request Form at an address other than
the address provided on page 1 of this Repurchase Request Form, the boxes
captioned “Special Payment Instructions” and/or “Special Delivery Instructions”
on this Repurchase Request Form should be completed. Signatures must
be guaranteed by an Eligible Institution. See also Instruction
1.
8
9. IRREGULARITIES. All
questions as to the validity, form, eligibility (including, without limitation,
time of receipt) and acceptance for payment of Shares presented for repurchase
will be determined by the Fund or one of its agents on behalf of the Fund in its
sole discretion, and such determination shall be final and
binding. The Fund reserves the absolute right to reject any or all
Shares presented for repurchase determined by it not to be in proper form or to
refuse to accept for payment, repurchase or pay for any Shares if, in the
opinion of the Fund’s counsel, accepting, repurchasing or paying for the Shares
would be unlawful. The Fund also reserves the absolute right to waive
any of the conditions of the Repurchase Offer, in whole or in part, or any
defect or irregularity in any repurchase request, whether generally or with
respect to any particular Share(s) or shareholder(s). Unless waived,
any defects or irregularities in connection with a repurchase request must be
cured within such time as the Fund shall determine. Repurchase
requests will not be deemed to have been made until all defects and
irregularities have been cured or waived. The Fund’s interpretations
of the terms and conditions of the Repurchase Offer (including these
instructions) shall be final and binding.
None
of the Fund, the Depositary, the Information Agent nor any other person shall be
obligated to give notice of defects or irregularities in repurchase requests,
nor shall any of them incur any liability for failure to give any such
notice.
10. REQUESTS FOR ASSISTANCE AND
ADDITIONAL COPIES. Questions and requests for assistance should be
directed to, and additional copies of the Fund’s Offer to Repurchase, the Notice
of Guaranteed Delivery and this Repurchase Request Form may be obtained from,
the Information Agent at the telephone number and address set forth at the end
of this Repurchase Request Form. Shareholders who do not own Shares
directly may also obtain such information and copies from their broker, dealer,
commercial bank, trust company, or other nominee. Shareholders who do
not own Shares directly are required to present their Shares for repurchase
through their broker, dealer, commercial bank, trust company or other nominee
and should NOT submit this Repurchase Request Form to the
Depositary.
The
Information Agent will also provide shareholders, upon request, with a
Certificate of Foreign Status of Beneficial Owner for United States Tax
Withholding (W-8BEN) or a Certificate of Foreign Person’s Claim for Exemption
From Withholding on Income Effectively Connected With the Conduct of a Trade or
Business in the United States (W-8ECI).
11. BACKUP WITHHOLDING
TAX. Each shareholder that desires to participate in the
Repurchase Offer must, unless an exemption applies, provide the Depositary with
the shareholder’s taxpayer identification number on the Substitute Form W-9
included with this Repurchase Request Form, with the required certifications
being made under penalties of perjury. If the shareholder is an
individual, the taxpayer identification number is his or her social security
number. If the Depositary is not provided with the correct taxpayer
identification number, the shareholder may be subject to a $50 penalty imposed
by the Internal Revenue Service in addition to being subject to backup
withholding.
Shareholders
are required to give the Depositary the taxpayer identification number of the
record owner of the Shares by completing the Substitute Form W-9 included with
this Repurchase Request Form. If the Shares are registered in more
than one name or are not in the name of the actual owner, consult the “Important
Tax Information” which immediately follows the Substitute Form W-9.
If backup
withholding applies, the Depositary is required to withhold 28% of any payment
made to the shareholder with respect to Shares purchased pursuant to the
Repurchase Offer. Backup withholding is not an additional
tax. Rather, the U.S. federal income tax liability of persons subject
to backup withholding may result in an overpayment of taxes for which a refund
may be obtained by the shareholder from the Internal Revenue
Service.
Certain
shareholders (including, among others, most corporations and certain foreign
persons) are exempt from backup withholding requirements. To qualify
as an exempt recipient on the basis of foreign status, a shareholder must
generally submit a properly completed Form W-8BEN or Form W-8ECI, signed under
penalties of perjury, attesting to that person’s exempt status. A
shareholder would use a Form W-8BEN to certify that it (1) is neither a citizen
nor a resident of the United States, (2) has not been and reasonably does not
expect to be present in the United States for a period aggregating 183 days or
more during the calendar year, and (3) reasonably expects not to be engaged in a
trade or business within the United States to which the gain on the sale of the
Shares would be effectively connected; and would use a Form W-8ECI to certify
that (1) it is neither a citizen nor resident of the U.S., and (2) the proceeds
of the sale of the Shares are effectively connected with a U.S. trade or
business. A foreign shareholder (a “Non-U.S. Shareholder”) may also
use a Form W-8BEN to certify that it is eligible for benefits under a tax treaty
between the United States and such foreign person’s country of
residence.
9
A
SHAREHOLDER SHOULD CONSULT HIS OR HER TAX ADVISOR AS TO HIS OR HER QUALIFICATION
FOR EXEMPTION FROM THE BACKUP WITHHOLDING REQUIREMENTS AND THE PROCEDURE FOR
OBTAINING AN EXEMPTION.
12. WITHHOLDING FOR NON-U.S.
SHAREHOLDERS. Even if a Non-U.S. Shareholder has provided the
required certification to avoid backup withholding, the Depositary will withhold
U.S. federal income taxes equal to 30% of the gross payments payable to a
Non-U.S. Shareholder or his or her agent unless the Depositary determines that a
reduced rate of withholding is available pursuant to a tax treaty or that an
exemption from withholding is applicable because such gross proceeds are
effectively connected with the conduct of a trade or business within the U.S. In
order to obtain a reduced rate of withholding pursuant to a tax treaty, a
Non-U.S. Shareholder must deliver to the Depositary before the payment a
properly completed and executed IRS Form W-8BEN. In order to obtain
an exemption from withholding on the grounds that the gross proceeds paid
pursuant to the Repurchase Offer are effectively connected with the conduct of a
trade or business within the U.S., a Non-U.S. Shareholder must deliver to the
Depositary before the payment a properly completed and executed IRS Form
W-8ECI. The Depositary will determine a shareowner’s status as a
Non-U.S. Shareholder and eligibility for a reduced rate of, or exemption from,
withholding by reference to any outstanding certificates or statements
concerning eligibility for a reduced rate of, or exemption from, withholding
(e.g., IRS Forms W-8BEN or W-8ECI) unless facts and circumstances indicate that
such reliance is not warranted. A Non-U.S. Shareholder may be
eligible to obtain a refund of all or a portion of any tax withheld if such
shareowner satisfies certain requirements or is otherwise able to establish that
no tax or a reduced amount of tax is due. Backup withholding
generally will not apply to amounts subject to the 30% or a treaty-reduced rate
of withholding. Non-U.S. Shareholders are urged to consult their own
tax advisors regarding the application of federal income tax withholding,
including eligibility for a withholding tax reduction or exemption, and the
refund procedure.
10
IMPORTANT
This
Repurchase Request Form or a manually signed facsimile thereof (together with
certificates for Shares and all other required documents) or the Notice of
Guaranteed Delivery must be received by the Depositary prior to 5:00 p.m., New
York City time, on December 11, 2009, at the appropriate address set forth
below:
The
Depositary for the Repurchase Offer is:
AMERICAN
STOCK TRANSFER & TRUST COMPANY
|
BY
FIRST CLASS MAIL:
|
BY REGISTERED,
CERTIFIED, EXPRESS MAIL OR OVERNIGHT COURIER:
|
BY
HAND:
|
|
Taiwan
Greater China Fund
c/o
American Stock Transfer & Trust Company
Operations
Center
Attn:
Reorganization Department
6201
15th
Avenue
Brooklyn,
NY 11219
U.S.A.
|
Taiwan
Greater China Fund
c/o
American Stock Transfer & Trust Company
Operations
Center
Attn:
Reorganization Department
6201
15th
Avenue
Brooklyn,
NY 11219
U.S.A.
|
Taiwan
Greater China Fund
c/o
American Stock Transfer & Trust Company
Attn:
Reorganization Department
59
Maiden Lane
New
York, NY 10038
U.S.A.
|
Any questions or requests for
assistance or additional copies of this Repurchase Request Form, the Fund’s
Offer to Repurchase, the Notice of Guaranteed Delivery and other accompanying
materials may be directed to the Information Agent at its telephone number and
location listed below. Shareholders who do not own Shares directly
may also contact their broker, commercial bank or trust company or other nominee
for assistance concerning the Repurchase Offer.
The
Information Agent for the Repurchase Offer is:
THE
ALTMAN GROUP, INC.
1200
Wall Street West, 3rd
Floor
Lyndhurst,
NJ 07071
U.S.A.
Toll
Free: (800) 814-0979
11
SUBSTITUTE
FORM W-9
PLEASE
CERTIFY YOUR TAXPAYER ID OR SOCIAL SECURITY NUMBER BY SIGNING BELOW
If the
Taxpayer ID Number printed above is INCORRECT OR if the space is BLANK write in
the CORRECT number here:
Certification.
Under penalties of perjury, I certify that:
1. The
number shown on this form is my correct taxpayer identification number (or I am
waiting for a number to be issued to me), and
2. I
am not subject to backup withholding because: (a) I am exempt from
backup withholding, or (b) I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as result of a failure to
report all interest or dividends, or (c) the IRS has notified me that I am no
longer subject to backup withholding, and
3. I
am a U.S. person (including a U.S. resident alien).
Certification
Instructions: You must cross out item 2 above if you
have been notified by the IRS that
you are currently subject to backup withholding because you have failed to
report all interest and dividends on your tax return. The IRS does not require your consent
to any provision of this document other than the certifications required to
avoid backup withholding.
|
Signature:___________________________________________
____________
|
Date:
|
_____________
|
|
Name:
________________________________________________________
|
||
|
Business
name:___________________________________________________
|
||
|
Type
of Entity:___________________________________________________
|
||
|
Address:________________________________________________________
|
||
|
City,
State and Zip Code:____________________________________________
|
||
12
IMPORTANT
TAX INFORMATION
Under
current federal income tax law, you are subject to certain penalties as well as
backup withholding of tax at the applicable rate if you have not provided us
with your correct social security number or other taxpayer identification
number. Please read
this notice carefully.
You (as
payee) are required by law to provide us (as payer) with your correct taxpayer
identification number. If you are an individual, your taxpayer
identification number is your social security number. If you have not
provided us with your correct taxpayer identification number, you may be subject
to a $50 penalty imposed by the Internal Revenue Service (the
“IRS”). In addition, interest, dividends, and other payments that we
make to you may be subject to backup withholding.
If backup
withholding applies, a payer is required to withhold at the IRS mandated
applicable rate from interest, dividends and other payments made to
you. The backup withholding rate is currently 28%. Backup withholding
is not an additional federal income tax. Rather, the federal income
tax liability of persons subject to backup withholding will be reduced by the
amount of tax withheld. If withholding results in an overpayment of
taxes, a credit or refund may be obtained from the IRS.
Enclosed
is a reply envelope in which you must return the enclosed substitute Form W-9 to
furnish us your correct name and taxpayer identification
number. Please read the instructions below, sign and date the
substitute Form W-9 and return to us.
INSTRUCTIONS
FOR SUBSTITUTE FORM W-9 FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER
Purpose of Form. A
person who is required to file an information return with the IRS must obtain
your correct TIN to report, for example, income paid to you, real estate
transactions, mortgage interest you paid, the acquisition or abandonment of
secured property, or contributions you made to an IRA. Use the substitute Form
W-9 to furnish your correct TIN to the requester (the person asking you to
furnish your TIN) and, when applicable, (1) to certify that the TIN you are
furnishing is correct (or that you are waiting for a number to be issued), (2)
to certify that you are not subject to backup withholding, and (3) to claim
exemption from backup withholding if you are an exempt
payee. Furnishing your correct TIN and making the appropriate
certifications will prevent certain payments from being subject to backup
withholding.
Note: If you are a foreign person, do not
use Form W-9. Instead, use the appropriate Form W-8 (see IRS Publication 515,
Withholding of Tax on Nonresident Aliens and Foreign
Entities).
How To Obtain a TIN. If you do
not have a TIN, apply for one immediately. To apply, get Form SS-5, Application for a
Social Security Card, from your local office of the Social Security
Administration, or Form
SS-4, Application for Employer Identification Number, from the IRS. See
What Name and Number to Give
the Requester, below.
To
complete substitute Form W-9 if you do not have a TIN, write "Applied for" in
the space for the TIN, sign and date the form, and give it to the
requester.
Note: Writing "Applied for" on the form
means that you have already applied for a TIN OR that you intend to apply
for one in the near future. As soon as you receive your TIN, complete another
substitute Form W-9, include your TIN, sign and date the form, and give it to
the requester.
What is Backup Withholding?
Persons making certain payments to you are required by the IRS to withhold at
the applicable rate from payments that meet certain conditions. This
is called "backup withholding." Payments that could be subject to
backup withholding include interest, dividends, broker and barter exchange
transactions, rents, royalties, nonemployee pay, and certain payments from
fishing boat operators, but do not include real estate
transactions.
If you
give the requester your correct TIN, make the appropriate certifications, and
report all your taxable interest and dividends on your tax return, your payments
will not be subject to backup withholding. Payments you receive will
be subject to backup withholding if:
|
1.
|
You
do not furnish your TIN to the requester, or
|
|
|
2.
|
The
IRS notifies the requester that you furnished an incorrect TIN,
or
|
|
|
|
|
|
|
|
|
|
3.
|
You
are notified by the IRS that you are subject to backup withholding because
you failed to report all your interest and dividends on your tax return
(for reportable interest and dividends only), or
|
|
|
4.
|
You
fail to certify to the requester that you are not subject to backup
withholding under (3) above (for reportable interest and dividend accounts
opened after 1983 only), or
|
|
|
5.
|
You
fail to certify your TIN when
required.
|
Certain
payees and payments are exempt from backup withholding and information
reporting. See Payees and Payments Exempt From
Backup Withholding, below.
Payees
and Payments Exempt From Backup Withholding
Payees specifically exempted from
withholding include:
· An
organization exempt from tax under Section 501(a), an individual retirement
account (IRA), or a custodial account under Section 403(b)(7), if the account
satisfies the requirements of Section 401(f)(2).
· The
United States or a state thereof, the District of Columbia, a possession of the
United States, or a political subdivision or instrumentality of any one or more
of the foregoing.
· An
international organization or any agency or instrumentality
thereof.
· A foreign
government and any political subdivision, agency or instrumentality
thereof.
Payees
that may be exempt from backup withholding include:
· A
corporation.
· A
financial institution.
· A dealer
in securities or commodities required to register in the United States, the
District of Columbia, or a possession of the United States.
· A real
estate investment trust.
· A common
trust fund operated by a bank under Section 584(a).
· An entity
registered at all times during the tax year under the Investment Company Act of
1940.
· A
middleman known in the investment community as a nominee or
custodian.
· A futures
commission merchant registered with the Commodity Futures Trading
Commission.
· A foreign
central bank of issue.
· A trust
exempt from tax under Section 664 or described in Section 4947.
Payments
of dividends and patronage dividends generally exempt from backup withholding
include:
· Payments
to nonresident aliens subject to withholding under Section 1441.
· Payments
to partnerships not engaged in a trade or business in the United States and that
have at least one nonresident alien partner.
· Payments
of patronage dividends not paid in money.
· Payments
made by certain foreign organizations.
· Section
404(k) payments made by an ESOP.
Payments
of interest generally exempt from backup withholding include:
· Payment
of tax-exempt interest (including exempt-interest dividends under Section
852).
· Payments
described in Section 6049(b)(5) to nonresident aliens.
· Payments
on tax-free covenant bonds under Section 1451.
· Payments
made by certain foreign organizations.
Certain payments, other than payments of interest, dividends, and patronage dividends, that are exempt from information reporting are also exempt from backup withholding. For details, see the regulations under sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N, and the regulations thereunder.
14
Exempt payees described above must
file the substitute Form W-9 to avoid possible erroneous backup
withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR
TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FORM, SIGN AND DATE THE
FORM, AND RETURN IT TO THE PAYER.
Penalties
Failure To Furnish
TIN. If you fail to furnish your correct TIN to a requester,
you are subject to a penalty of $50 for each such failure unless your failure is
due to reasonable cause and not to willful neglect.
Civil Penalty for False Information
With Respect to Withholding. If you make a false statement
with no reasonable basis that results in no backup withholding, you are subject
to a $500 penalty.
Criminal Penalty for Falsifying
Information. Willfully falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
Specific
Instructions
Name. If you are an
individual, you must generally provide the name shown on your social security
card. However, if you have changed your last name, for instance, due
to marriage, without informing the Social Security Administration of the name
change, please enter your first name, the last name shown on your social
security card and your new last name.
If you
are a sole proprietor, you must furnish your individual name and either your SSN
or EIN. You may also enter your business name on Form
W-9. Enter your name(s) as shown on your social security card and/or
as it was used to apply for your EIN on Form SS-4.
Signature. For a joint
account, only the person whose TIN is shown in Part 1 should sign the
form.
Privacy Act Notice. Section
6109 requires you to furnish your correct TIN to persons who must file
information returns with the IRS to report interest, dividends, and certain
other income paid to you, mortgage interest you paid, the acquisition or
abandonment of secured property, or contributions you made to an
IRA. The IRS uses the numbers for identification purposes and to help
verify the accuracy of your tax return and may also provide this information to
various government agencies for tax enforcement or litigation
purposes. You must provide your TIN whether or not you are required
to file a tax return. Payers must generally withhold the applicable
taxable interest, dividend, and certain other payments to a payee who does not
furnish a TIN to a payer. Certain penalties may also
apply.
15
What
Name and Number To Give the Requester
|
For
this type of account:
|
Give
name and SSN of:
|
|
1. Individual
|
The
individual
|
|
2. Two
or more individuals (joint account)
|
The
actual owner of the account or, if combined funds, the first individual on
the account.1
|
|
3. The
Custodian account of a minor (Uniform Gift to Minors Act)
|
The
minor2
|
|
4.a. The
usual revocable savings trust (grantor is also trustee)
|
The
grantor-trustee1
|
|
b. So-called trust account that is not a legal Or valid trust
under state law
|
The
actual owner1
|
|
5.
Sole proprietorship
|
The
owner3
|
|
For
this type of account:
|
Give
name and EIN of:
|
|
6. Sole
proprietorship (or single-owner LLC that has not elected corporate status
on Form 8832)
|
The
owner3
|
|
7. A
valid trust, estate, or pension trust
|
Legal
entity4
|
|
8. Corporate
or LLC electing corporate status on Form 8832
|
The
corporation
|
|
9. Association,
club religious, charitable, educational, or other tax-exempt
organization
|
The
organization
|
|
10. Partnership
or multi-member LLC that has not elected corporate status on Form
8832
|
The
partnership
|
|
11. A
broker or registered nominee
|
The
broker or nominee
|
|
12. Account
with the Department of Agriculture in the name of a public entity (such as
a state or local government, school district, or prison) that receives
agricultural program payments
|
The
public
entity
|
|
1
|
List
first and circle the name of the person whose number you
finish.
|
|
2
|
Circle
the minor’s name and furnish the minor’s social security
number.
|
|
3
|
Show
the individual’s name. See Item 5 or 6. You may also
enter your business or “doing business as” name. You may use either your
social security number or your employer identification number (if you have
one).
|
|
4
|
List
first and circle the name of the legal trust, estate, or pension trust.
(Do not furnish the identification number of the personal representative
or trustee unless the legal entity itself is not designated in the account
title.)
|
|
Note: If no name is
circled when there is more than one name, the number will be considered to
be that of the first name listed.
|
16
NOTICE
OF GUARANTEED DELIVERY
REGARDING
THE REPURCHASE OFFER
BY
THE
TAIWAN
GREATER CHINA FUND
This form, or one substantially
equivalent hereto, must be used to accept the Repurchase Offer if a
shareholder’s certificates for Shares of the Taiwan Greater China Fund are not
immediately available or time will not permit the Repurchase Request Form and
other required documents to be delivered to the Depositary on or before the
Repurchase Request Deadline. Terms used in this form that are not
otherwise defined in this form shall have the meanings specified in the Offer to
Repurchase dated November 18, 2009.
This form may be delivered by hand,
overnight courier or mail or transmitted by facsimile transmission to the
Depositary at the appropriate address set forth below. Repurchase Requests using
this form may be made only by or through a member firm of a registered national
securities exchange, or a commercial bank or trust company having an office,
branch or agency in the United States.
THE
DEPOSITARY:
AMERICAN
STOCK TRANSFER & TRUST COMPANY
|
BY
FIRST CLASS MAIL:
|
BY
REGISTERED, CERTIFIED, EXPRESS MAIL OR OVERNIGHT COURIER:
|
BY
HAND:
|
|
Taiwan
Greater China Fund
c/o
American Stock Transfer & Trust Company
Operations
Center
Attn:
Reorganization Department
6201
15th
Avenue
Brooklyn,
NY 11219
U.S.A.
|
Taiwan
Greater China Fund
c/o
American Stock Transfer & Trust Company
Operations
Center
Attn:
Reorganization Department
6201
15th
Avenue
Brooklyn,
NY 11219
U.S.A.
|
Taiwan
Greater China Fund
c/o
American Stock Transfer & Trust Company
Attn:
Reorganization Department
59
Maiden Lane
New
York, NY 10038
U.S.A.
|
Facsimile
Copy Number:
(718)
234-5001
Confirm
by Telephone:
(718)
921-8317
For
Account Information Call:
(718)
921-8317
Toll
Free:
(877)
248-6417
DELIVERY
OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION
VIA A FACSIMILE NUMBER OTHER THAN ONE LISTED ABOVE DOES NOT CONSTITUTE A VALID
DELIVERY
Ladies
and Gentlemen:
The
undersigned hereby requests the repurchase by the Taiwan Greater China Fund (the
“Fund”), upon the terms and subject to the conditions set forth in its Offer to
Repurchase, dated November 18, 2009, and the related Repurchase Request Form
(which together constitute the “Repurchase Offer”), receipt of which is hereby
acknowledged, the number of Shares specified below pursuant to the guaranteed
delivery procedures set forth in Section 6, “Procedure for Participating in
Repurchase Offer,” of the Offer to Repurchase.
|
Number
of Shares Presented for
Repurchase:_________________________________________________________________________
|
|||
|
Certificate
Nos. (if available):
|
|||
|
___________________________________________________________________________________________________________
|
|||
|
___________________________________________________________________________________________________________
|
|||
|
If
Shares will be submitted by book-entry transfer, check box:
|
|||
|
[____]
The Depository Trust Company
|
|||
|
Account
Number:
|
|||
|
____________________________________________________________________________________________________________
|
|||
|
Name(s)
of Record Holder(s):
|
|||
|
____________________________________________________________________________________________________________
|
|||
|
____________________________________________________________________________________________________________
|
|||
|
Address:
|
|||
|
____________________________________________________________________________________________________________
|
|||
|
____________________________________________________________________________________________________________
|
|||
|
Area
Code and Telephone Number:
|
|||
|
_____________________________________________________________________________________________________________
|
|||
|
_____________________________________________________________________________________________________________
|
|||
|
Taxpayer
Identification (Social Security) Number:
|
|||
|
_____________________________________________________________________________________________________________
|
|||
| The undersigned also presents for repurchase all uncertificated Shares that may be held in the name of the registered holder(s) by the Fund's transfer agent pursuant to the Fund's divident reinvestment plan: | |||
| _____________ Yes | ______________ No | ||
| (Note: If neither of these boxes is checked, | |||
|
any
such uncertificated Shares will not be presented for
repurchase.)
|
|||
| Dated:________________________, 2009 | |||
| ________________________________ | |||
| Signature(s) | |||
2
GUARANTEE
The undersigned, a member firm of a
registered national securities exchange, a member of the Financial Industry
Regulatory Authority or a commercial bank or trust company having an
office, branch, or agency in the United States, hereby guarantees to deliver to
the Depositary certificates representing the Shares requested to be repurchased
hereby, in proper form for transfer (or submits Shares pursuant to the
procedures for book-entry transfer) into the Depositary’s account at The
Depository Trust Company, together with (i) a properly completed and duly
executed Repurchase Request Form (or facsimile thereof) with any required
signature guarantees and (ii) other required documents, within three New York
Stock Exchange trading days after the Repurchase Request Deadline of the
Repurchase Offer.
|
Name
of Firm:
|
___________________________________________________
|
|||
|
Address:
|
_______________________________________________________
|
|||
|
_______________________________________________________
|
||||
|
City,
State, Zip Code
|
||||
|
Area
Code and Tel. No.
|
________________________________________________
|
|||
|
___________________________________________________________________
|
||||
|
(AUTHORIZED
SIGNATURE)
|
||||
|
Name:
|
___________________________________________________________
|
|||
|
(PLEASE
PRINT)
|
||||
|
Title:
|
___________________________________________________________
|
|||
|
Dated:
|
_______________________________
,
2009
|
|||
DO
NOT SEND SHARE CERTIFICATES WITH THIS FORM. YOUR SHARE CERTIFICATES
MUST BE SENT WITH THE REPURCHASE REQUEST FORM.
3
Form of
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees
Regarding the Offer by:
TAIWAN
GREATER CHINA FUND
TO
REPURCHASE FOR CASH
UP TO 5%
OF THE FUND’S OUTSTANDING
SHARES OF
COMMON STOCK
THE
OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,NEW YORK CITY
TIME,
ON
DECEMBER 11, 2009("REPURCHASE
REQUEST DEADLINE")
THIS
OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES
BEING
SUBMITTED FOR REPURCHASE, BUT IS SUBJECT TO OTHER
CONDITIONS
AS OUTLINED IN THE OFFER TO REPURCHASE
AND
IN THE REPURCHASE REQUEST FORM.
November
18, 2009
To
Brokers, Dealers, Commercial Banks,
Trust
Companies and Other Nominees:
We are enclosing the material listed
below relating to the offer of the Taiwan Greater China Fund, a Massachusetts
business trust registered under the Investment Company Act of 1940, as amended,
as a closed-end, diversified management investment company (the "Fund"), to
repurchase up to 5% of the Fund’s outstanding shares of common stock, par value
$0.01 per share (the "Shares"), upon the terms and conditions set forth in the
Offer to Repurchase dated November 18, 2009 and in the related Repurchase
Request Form (which together constitute the "Repurchase Offer").
The price to be paid for each Share is
an amount per Share equal to 100% of the net asset value per Share as determined
by the Fund at the close of regular trading on the Taiwan Stock Exchange on
December 16, 2009 or, if the Taiwan Stock Exchange is not open on December 16,
2009, at the opening of the New York Stock Exchange on December 16, 2009 (the
"Repurchase Pricing Date"), minus a repurchase fee (the "Repurchase Fee") equal
to 2% of the net asset value per Share. The Fund has established a
record date of November 9, 2009 for identifying shareholders eligible to receive
Repurchase Offer materials.
We are asking you to contact your
clients for whom you hold Shares registered in your name (or in the name of your
nominee) or who hold Shares registered in their own names. Please
bring the Repurchase Offer to their attention as promptly as
possible. No fees or commission will be payable to brokers, dealers
or other persons for soliciting the submission of Shares pursuant to the
Repurchase Offer. The Fund will, upon request, reimburse you for
reasonable and customary mailing and handling expenses incurred by you in
forwarding any of the enclosed materials to your clients. The Fund
will pay all transfer taxes on its repurchase of Shares, subject to Instruction
7, "Stock Transfer Taxes," of the Repurchase Request Form. HOWEVER,
WITHOLDING OR BACKUP WITHHOLDING AT UP TO A 30% RATE MAY BE REQUIRED UNLESS
EITHER AN EXEMPTION IS PROVED OR THE REQUIRED TAXPAYER IDENTIFICATION
INFORMATION AND CERTIFICATIONS ARE PROVIDED. SEE SECTION 14, "CERTAIN
FEDERAL INCOME TAX CONSEQUENCES" OF THE OFFER TO REPURCHASE AND INSTRUCTION 11,
"BACKUP WITHHOLDING TAX" AND INSTRUCTION 12, “WITHOLDING FOR NON-U.S.
SHAREHOLDERS” OF THE REPURCHASE REQUEST FORM.
For your information and for forwarding
to your clients, we are enclosing the following documents:
|
1.
|
A
letter to shareholders of the Fund from Pedro-Pablo Kuczynski, Chairman of
the Fund;
|
|
|
2.
|
The
Offer to Repurchase, dated November 18, 2009;
|
|
|
3.
|
The
Repurchase Request Form for your use and to be provided to your
clients;
|
|
|
4.
|
A
Notice of Guaranteed Delivery;
|
|
|
5.
|
A
Form of Letter that may be sent to your clients for whose accounts you
hold Shares registered in your name (or in the name of your nominee);
and
|
|
|
6.
|
A
return envelope addressed to American Stock Transfer & Trust Company
(the
"Depositary").
|
|
The Repurchase Offer is not being made
to, nor will the Fund accept requests for repurchases from or on behalf of,
shareholders residing in any state or other jurisdiction in which the Repurchase
Offer or its acceptance would not be in compliance with the securities, Blue Sky
or other applicable laws of such jurisdiction.
As described in the Fund’s Offer to
Repurchase under Section 6, “Procedure for Participating in the Repurchase
Offer,” repurchase requests may be made without the concurrent deposit of stock
certificates if (1) such requests are made by or through a broker or dealer that
is a member firm of a registered national securities exchange or a member of the
Financial Industry Regulatory Authority or a commercial bank or trust company
having an office, branch, or agency in the United States; and (2) certificates
for Shares (or a confirmation of a book-entry transfer of such Shares into the
Depositary’s account at a Book-Entry Transfer Facility (as defined in the
Repurchase Request Form)), together with a properly completed and duly executed
Repurchase Request Form, and any other documents required by the Repurchase
Request Form, are received by the Depositary within three New York Stock
Exchange trading days after receipt by the Depositary of a properly completed
and duly executed Notice of Guaranteed Delivery.
AS DESCRIBED
IN THE OFFER TO REPURCHASE, IF MORE THAN 5% OF THE FUND’S OUTSTANDING SHARES ARE
DULY SUBMITTED FOR REPURCHASE PRIOR TO THE REPURCHASE REQUEST DEADLINE, THE FUND
WILL EITHER (1) REPURCHASE ALL OF THE ADDITIONAL SHARES SUBMITTED FOR
REPURCHASE, IF THE AMOUNT OF SUCH ADDITIONAL SHARES DOES NOT EXCEED 2% OF THE
FUND’S OUTSTANDING SHARES, OR (2) REPURCHASE SHARES SUBMITTED FOR REPURCHASE ON
A PRO RATA BASIS.
NEITHER
THE FUND NOR ITS BOARD OF TRUSTEES IS MAKING
ANY
RECOMMENDATION TO ANY SHAREHOLDER AS TO
WHETHER
SUCH SHAREHOLDER SHOULD PARTICIPATE
IN
THE REPURCHASE OFFER.
2
For additional information or copies of
the enclosed material, please contact The Altman Group (the "Information Agent")
toll free at (800) 814-0979.
|
|
Very truly yours, | ||
|
|
TAIWAN GREATER CHINA FUND | ||
|
/s/
Pedro-Pablo Kuczynski
|
|||
|
|
Pedro-Pablo Kuczynski | ||
|
|
Chairman | ||
NOTHING
CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL
CONSTITUTE
YOU OR ANY OTHER PERSON THE AGENT OF THE TAIWAN
GREATER
CHINA FUND, THE INFORMATION AGENT, OR THE
DEPOSITARY
OR AUTHORIZE YOU OR ANY OTHER PERSON
TO
MAKE ANY STATEMENTS OR USE ANY MATERIAL ON
THEIR
BEHALF WITH RESPECT TO THE OFFER,
OTHER
THAN THE MATERIAL ENCLOSED
HEREWITH
AND THE STATEMENTS
SPECIFICALLY
SET FORTH
IN
SUCH MATERIAL.
3
Form of
Letter to Clients of
Brokers,
Dealers, Commercial Banks, Trust Companies and other Nominees
Regarding
the Offer by:
TAIWAN
GREATER CHINA FUND
TO
REPURCHASE FOR CASH
UP TO 5%
OF THE FUND’S OUTSTANDING
SHARES OF
COMMON STOCK
THE
OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY
TIME, ON DECEMBER 11, 2009
(“REPURCHASE
REQUEST DEADLINE”)
THIS
OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES
BEING
SUBMITTED FOR REPURCHASE, BUT IS SUBJECT TO OTHER
CONDITIONS
AS OUTLINED IN THE OFFER TO REPURCHASE
AND
IN THE REPURCHASE REQUEST FORM.
November 18, 2009
To Our
Clients:
Enclosed for your consideration is the
Offer to Repurchase, dated November 18, 2009, of the Taiwan Greater China Fund,
a Massachusetts business trust registered under the Investment Company Act of
1940 as a closed-end, diversified management investment company (the “Fund”),
and a related Repurchase Request Form (which together constitute the “Offer to
Repurchase”), pursuant to which the Fund is offering to repurchase up to 5% of
the Fund’s outstanding shares of common stock, par value $0.01 per share (the
“Shares”), upon the terms and conditions set forth in the Repurchase
Offer. The Fund has established a record date of November 9, 2009 for
identifying shareholders eligible to receive Repurchase Offer
materials.
The Offer to Repurchase and the
Repurchase Request Form are being forwarded to you for your information only and
cannot be used by you to submit for repurchase Shares held by us for your
account. We are the holder of record of Shares held for your
account. SUBMISSION OF SUCH SHARES FOR REPURCHASE CAN BE MADE ONLY BY
US AS THE HOLDER OF RECORD AND ONLY PURSUANT TO YOUR INSTRUCTIONS.
Your attention is called to the
following:
(1) The
repurchase price to be paid for the each Share is an amount per Share, net to
the seller in cash, equal to 100% of the net asset value per Share as determined
by the Fund at the close of regular trading on the Taiwan Stock Exchange on
December 16, 2009 or, if the Taiwan Stock Exchange is not open on December 16,
2009, at the opening of the New York Stock Exchange on December 16,
2009 (the “Repurchase Pricing Date”), minus a repurchase fee (the
“Repurchase Fee”) equal to 2% of the net asset value per Share. The
Fund normally calculates the net asset value of its Shares each day on which
either the Taiwan Stock Exchange or the New York Stock Exchange is open for
trading. During the Repurchase Offer, the net asset value per Share
will continue to be calculated each day on which either the Taiwan Stock
Exchange or the New York Stock Exchange is open for trading. You can
obtain the daily net asset value per Share and the daily New York Stock Exchange
closing price of the Shares by calling the Fund’s toll free number at (800)
343-9567.
(2) The
Repurchase Offer is not conditioned upon any minimum number of Shares being
submitted for repurchase.
(3) If
the Repurchase Offer is not suspended or postponed, the Fund will repurchase all
Shares validly submitted for repurchase prior to 5:00 p.m., New York City time,
on the
Repurchase
Request Deadline, provided that the number of Shares submitted for repurchase by
all shareholders does not exceed 5% of the Fund’s outstanding
Shares. In the event that more than 5% of the Fund’s outstanding
Shares are submitted for repurchase, the Fund may (but is not obligated to)
increase the number of Shares that the Fund is offering to repurchase by an
amount not to exceed 2% of the Shares outstanding on the Repurchase Request
Deadline. If the number of Shares submitted for repurchase exceeds
the number of Shares which the Fund is offering to repurchase, the Fund will
repurchase Shares presented for repurchase on a pro rata basis.
(4) Shareholders
that submit Shares for repurchase will not be obligated to pay brokerage
commissions or, subject to Instruction 7, “Stock Transfer Taxes,” of the
Repurchase Request Form, stock transfer taxes on the repurchase of Shares by the
Fund pursuant to the Repurchase Offer.
(5) Your
instructions to us should be forwarded in ample time before the Repurchase
Request Deadline to permit us to submit a repurchase request on your
behalf. Instructions received after this date will not be
honored.
If you
wish to have us submit any or all of your Shares for repurchase, please so
instruct us by completing, executing and returning to us the instruction form
set forth below. An envelope to return your instructions to us is
enclosed. If you authorize the repurchase of your Shares, all such
Shares will be submitted for repurchase unless otherwise specified
below. YOUR INSTRUCTIONS TO US SHOULD BE FORWARDED AS PROMPTLY
AS POSSIBLE IN ORDER TO PERMIT US TO SUBMIT A REPURCHASE REQUEST ON YOUR BEHALF
IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE REPURCHASE
OFFER.
The Repurchase Offer is not being made
to, nor will repurchase requests be accepted from or on behalf of, shareholders
in any jurisdiction in which the making or acceptance of the Repurchase Offer
would not be in compliance with the applicable law. The Fund has been
advised that no Trustee or Officer of the Fund will participate in the
Repurchase Offer.
NONE
OF THE FUND OR ITS BOARD OF TRUSTEES IS MAKING ANY
RECOMMENDATION
TO ANY SHAREHOLDER AS TO WHETHER SUCH
SHAREHOLDER
SHOULD PARTICIPATE IN THE REPURCHASE OFFER.
EACH
SHAREHOLDER IS URGED TO READ AND EVALUATE THE REPURCHASE
OFFER
AND ACCOMPANYING MATERIALS CAREFULLY.
2
INSTRUCTIONS
The undersigned acknowledge(s) receipt
of your letter and the enclosed Offer to Repurchase, dated November 18, 2009,
relating to the Taiwan Greater China Fund (the "Fund") to repurchase up to 5% of
the Fund’s outstanding shares of common stock, par value $0.01 per share (the
"Shares"). This will instruct you to submit the number of Shares
indicated below (which are held by you for the account of the undersigned) to
the Fund for repurchase, upon the terms and subject to the conditions set forth
in the Offer to Repurchase that you have furnished to the
undersigned.
AGGREGATE
NUMBER OF SHARES TO BE SUBMITTED FOR REPURCHASE:
________
Shares
|
(SIGNATURE(S))
|
|
|
_______________________________________________________________________
|
|
|
|
|
|
(PLEASE
PRINT NAME(S))
|
|
|
________________________________________________________________________
|
|
|
|
|
|
(ADDRESS)
|
|
|
_________________________________________________________________________
|
|
|
_________________________________________________________________________
|
|
|
|
|
|
(AREA
CODE AND TELEPHONE
NO.)____________________________________________
|
|
|
|
|
|
(TAXPAYER
IDENTIFICATION (SOCIAL SECURITY) NUMBER)
________________________
|
|
|
Date:
_________________________________,
2009
|
|
3