UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No. )
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Filed
by the Registrant þ
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Filed
by a Party other than the Registrant ྑ
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Check
the appropriate box:
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¨ Preliminary
Proxy Statement
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ྑ Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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þ Definitive
Proxy Statement
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ྑ
Definitive Additional Materials
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ྑ
Soliciting Material Pursuant to
§240.14a-12
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Taiwan
Greater China Fund
(Name
of
Registrant as Specified In Its Charter)
(Name
of
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
X
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
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of each class of securities to which transaction
applies:
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2) Aggregate
number of securities to which transaction
applies:
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unit price or other underlying value of transaction computed
pursuant to
Exchange Act Rule
0-11
(set forth the amount on which the filing fee is calculated and
state how
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Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
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TAIWAN
GREATER CHINA FUND May 26, 2006
c/o
Brown
Brothers Harriman
P.O.
Box
962047
Boston,
MA 02196-2047
Telephone:
1-800-343-9567
Dear
Shareholders:
You
are
cordially invited to attend the Annual Meeting of Shareholders (the “Meeting”)
of the Taiwan Greater China Fund (the “Trust”, formerly known as The R.O.C.
Taiwan Fund), which will be held at the offices of Clifford Chance LLP,
31 W.
52nd Street, New York, New York, 10019-6131 on Wednesday, June 21, 2006
at 9:30
a.m., New York City time. A formal notice and a Proxy Statement regarding
the
Meeting, a proxy card for your vote at the Meeting and a postage prepaid
envelope in which to return your proxy are enclosed. Shareholders
who plan on attending the Meeting will be required to provide valid
identification in order to gain admission.
At
the
Meeting, Shareholders will:
(i) |
Elect
two Trustees, each to serve for a term expiring on the date of
the 2009
Annual Meeting of Shareholders or the special meeting in lieu thereof;
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(ii) Transact
such other business as may properly come before the Meeting or any adjournment
thereof.
The
Board
of Trustees recommends that you vote for
each of
the nominees for trustee named in the accompanying Proxy Statement.
Whether
or not you plan to attend the Meeting in person, it is important that your
shares be represented and voted. After reading the enclosed notice and
Proxy
Statement, please complete, date, sign and return the enclosed proxy card
at
your earliest convenience. Your return of the proxy card will not prevent
you
from voting in person at the Meeting should you later decide to do
so.
If
you
are a beneficial owner holding shares through a broker-dealer or other
nominee,
please note that, under the rules of the New York Stock Exchange, broker-dealers
or other nominees may either use their discretion to vote your shares on
the
proposal described in paragraph (i) above without your instructions, or
leave
your shares unvoted. Accordingly, the Board of Trustees of the Trust urges
all
beneficial owners of shares who are not also record owners of such shares
to
contact the institutions through which their shares are held and give
appropriate instructions, if necessary, to vote their shares. The Trust
will
also be pleased to cooperate with any appropriate arrangement pursuant
to which
beneficial owners desiring to attend the Meeting may be identified as such
and
admitted to the Meeting as Shareholders.
Time
will
be provided during the Meeting for discussion, and Shareholders present
will
have an opportunity to ask questions about matters of interest to
them.
Respectfully,
/s/
Steven R. Champion____
Steven
R. Champion
President
/s/
David Laux
David
Laux
Chairman
of the Board of Trustees
IMPORTANT
MATTERS WILL BE CONSIDERED AT THE MEETING. ACCORDINGLY, ALL SHAREHOLDERS,
REGARDLESS OF THE SIZE OF THEIR HOLDINGS, ARE URGED TO SIGN AND MAIL THE
ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, OR TO GIVE APPROPRIATE INSTRUCTIONS
TO
PERSONS HOLDING SHARES OF RECORD ON THEIR BEHALF, PROMPTLY.
TAIWAN
GREATER CHINA FUND
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
TO
BE HELD JUNE 21, 2006
To
the
Shareholders of the Taiwan Greater China Fund:
NOTICE
IS
HEREBY GIVEN that the Annual Meeting of Shareholders (the “Meeting”) of the
Taiwan Greater China Fund (the “Trust”, formerly known as The R.O.C. Taiwan
Fund) will be held at the offices of Clifford Chance LLP, 31 W. 52nd Street,
New
York, New York, on Wednesday, June 21, 2006 at 9:30 a.m., New York City
time,
for the following purposes:
1. |
To
elect two Trustees, each to serve for a term expiring on the date
of the
2009 Annual Meeting of Shareholders or the special meeting in lieu
thereof.
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2. |
To
transact such other business as may properly come before the Meeting
or
any adjournment thereof.
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The
Board
of Trustees of the Trust has fixed the close of business on Tuesday, May
23,
2006 as the record date for the determination of shareholders entitled
to notice
of and to vote at the Meeting and at any adjournment thereof. Shareholders
are
entitled to one vote for each share of beneficial interest of the Trust
held of
record on the record date with respect to each matter to be voted upon
at the
Meeting.
You
are
cordially invited to attend the Meeting. All Shareholders are requested
to
complete, date and sign the enclosed proxy card and return it promptly,
and no
later than June 20, 2006, in the envelope provided for that purpose, which
does
not require any postage if mailed in the United States. If you are able
to
attend the Meeting, you may, if you wish, revoke the proxy and vote personally
on all matters brought before the Meeting. The enclosed proxy is being
solicited
by the Board of Trustees of the Trust.
BY
ORDER
OF THE BOARD OF TRUSTEES
Cheryl
Chang, Secretary
May
26,
2006
TAIWAN
GREATER CHINA FUND
PROXY
STATEMENT
INTRODUCTION
This
Proxy Statement is furnished in connection with the solicitation of proxies
on
behalf of the Board of Trustees (the “Board of Trustees” or the “Board”, the
trustees of the Board are referred to as the “Trustees”) of the Taiwan Greater
China Fund (the “Trust”, formerly known as The R.O.C. Taiwan Fund) for use at
the Annual Meeting (the “Meeting”) of holders of shares (the “Shareholders”) of
the Trust (the “Shares”) to be held at the offices of Clifford Chance LLP, 31 W.
52nd Street, New York, New York, on Wednesday, June 21, 2006 at 9:30 a.m.,
New
York City time, and at any adjournment thereof.
This
Proxy Statement and the accompanying proxy are first being mailed to
Shareholders on or about May 26, 2006. Any Shareholder giving a proxy has
the
power to revoke it by mail (addressed to The Altman Group, 1200
Wall
Street West, 3rd Floor,
Lyndhurst,
NJ 07071),
or in
person at the Meeting, by executing a superseding proxy or by submitting
a
notice of revocation to the Trust. All properly executed proxies received
by
mail on or before the close of business on June 20, 2006 or delivered personally
at the Meeting will be voted as specified in such proxies or, if no
specification is made, for the nominees for election named.
The
Board
of Trustees has fixed the close of business on Tuesday,
May 23, 2006,
as
the record date for the determination of Shareholders entitled to notice
of and
to vote at the Meeting and at any adjournment thereof. Shareholders of
record
will be entitled to one vote for each Share. No Shares have cumulative
voting
rights for the election of the Trustees.
As
of the
record date, the Trust had 17,769,977
Shares outstanding. Abstentions will be counted as present for all purposes
in
determining the existence of a quorum.
One-third
of the Trust's outstanding Shares, present in person or represented by
proxy at
the Meeting, will constitute a quorum for the transaction of business at
the
Meeting. The affirmative vote of a plurality of the Shares present or
represented by proxy and voting on the matter in question at the Meeting
is
required to elect the nominees for election as Trustees.
Abstentions
will be treated as votes present and not cast at the meeting. Accordingly,
abstentions will not have the effect of votes in opposition to the election
of a
Trustee under Proposal 1.
The
Trust
knows of no business that may or will be presented for consideration at
the
Meeting, other than that mentioned in Proposal 1 described herein. If any
matter
not referred to above is properly presented, the persons named on the enclosed
proxy will vote in accordance with their discretion. However, any business
that
is not on the agenda for the Meeting may be presented for consideration
or
action at the Meeting only with the approval of the Board of
Trustees.
The
address of Brown Brothers Harriman, which provides certain administrative
services for the Trust, is 40 Water Street, Boston, Massachusetts 02109-3661.
BENEFICIAL
OWNERSHIP OF SHARES
The
following table provides information, as of May
17,
2006,
except as noted, regarding the beneficial ownership of Shares by (i) each
person
or group known to the Trust to be the beneficial owner of more than 5%
of the
Shares outstanding, (ii) each of the Trust's Trustees or Trustee nominees,
(iii)
each executive officer of the Trust and (iv) all Trustees, Trustee nominees
and
executive officers of the Trust as a group. Except as noted, each of the
named
owners has sole voting and dispositive power over the Shares
listed.
Name
and Address of
Beneficial
Owner
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Amount
of Beneficial Ownership
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Percent
of Fund
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City
of London Investment Group plc (“CLIG”)
City
of London Investment Management Company Limited
(“CLIM”)
10
Eastcheap
London
EC3M 1LX
U.K.
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2,873,197
(1)
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16.17%
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NewGate
LLP
80
Field Point Road
12th
Floor
Greenwich
CT 06830
U.S.A.
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1,233,728
(3)
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6.94%
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Sarasin
Invesment Fund Ltd.
155
Bishopsgate
London
EC2M 3XY
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1,143,000
(4)
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6.43%
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Lazard
Asset Management LLC (“Lazard”)
30
Rockefeller Plaza
New
York, New York 10112
U.S.A.
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1,566,726
(5)
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8.82%
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TRUSTEES
AND EXECUTIVE OFFICERS
Name
|
Amount
of Beneficial Ownership
|
Percent
of Fund
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Dollar
Range of Beneficial
Ownership
**
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Steven
R. Champion
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17,500
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*
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Over
$100,000
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David
Laux
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6,000
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*
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$10,001-$50,000
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Frederick
C. Copeland, Jr.
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5,000
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*
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$10,001-$50,000
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Robert
P. Parker
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2,000
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*
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$10,001-$50,000
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Edward
B. Collins
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3,000
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*
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$10,001-$50,000
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Tsung-Ming
Chung
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0
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N/A
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None
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All
Trustees, Trustee nominees and executive officers as a
group
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32,500
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*
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*Less
than 1%
**
Based
on the net asset values of the Shares on May 17, 2006 ($6.50).
(1) Based
upon information provided by CLIG and CLIM in a Statement on Schedule 13G
jointly filed on February 6, 2006 with respect to ownership as of December
30,
2005. In that statement, CLIM reported that it held its 2,873,197 Shares
as
investment adviser to certain investment funds. CLIG reported that its
ownership
included the 2,873,197 Shares held by CLIM as a result of CLIG’s status as the
parent holding company of CLIM. CLIG and CLIM stated that they held sole
voting
power and sole dispositive power over their Shares.
(2)
Based
upon information provided by Newgate LLP in a Statement on Schedule 13G
filed on
January 27, 2006 with respect to its ownership as of December 31, 2005,
declaring that it held sole voting and sole dispositive power over its
Shares.
(3) Based
upon information disclosed on Bloomberg. This information reflects that
Sarasin
Emerging Sar Fund holds 495,299 Shares, and SaraPro Emerging Markets Fund
holds
306,010 Shares. The Trust believes that Sarasin holds voting and shared
dispositive power over all such Shares.
(4)
Based
upon information provided by Lazard in a Statement on Schedule 13G filed
on
February 3, 2006 with respect to its ownership as of December 31, 2005,
declaring that it held sole voting and sole dispositive power over its
Shares.
PROPOSAL
1.
ELECTION OF TRUSTEES
The
two
nominees for election to the Board of Trustees are Mr. Edward B. Collins
and Mr.
Tsung-Ming Chung. Mr. Collins is currently a Trustee of the Trust, and
if
reelected, will serve for a term expiring on the date of the 2009 Annual
Meeting
of Shareholders or the special meeting in lieu thereof. Mr. Collins was
nominated by the Board of Trustees, at a meeting held in February 2006,
upon the
recommendation of the Trust’s Nominating Committee. If elected, Mr. Chung will
fill the vacancy caused by Mr. Cheng-Cheng Tung’s resignation effective December
31, 2004, and will serve for a term expiring on the date of the 2009 Annual
Meeting of Shareholders or the special meeting in lieu thereof. Mr. Chung
was
nominated by the Board of Trustees, at a meeting held in May 2006, upon
the
recommendation of the Trust’s Nominating Committee.
The
persons named in the accompanying proxy will, in the absence of contrary
instructions, vote all proxies FOR the election of Messrs. Collins
and Chung. Each nominee has indicated his consent to be named in the
accompanying proxy and that he will serve if elected. If Messrs. Collins
and
Chung should be unable to serve (an event not now anticipated), the proxies
will
be voted for such person(s), if any, as is designated by the Board of Trustees
to replace Mr. Collins and/or Mr. Chung as the case may be.
INFORMATION
CONCERNING NOMINEES
The
following table sets forth certain information concerning Messrs. Collins
and Chung.
Name
(Age) and
Address
|
Position(s)
Held
with the
Trust
|
Term
of Office and
Length
of Time
Served
|
Principal
Occupation(s)
During
the Past
Five
Years
|
Other
Business
Experience,
Other
Positions
with Affiliated
Persons
of the Trust and
Other
Directorships
Held
by Nominee
|
Non-Interested
Nominees
|
|
|
|
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Edward
B. Collins (63)
160
Sansome Street, 18th
Floor,
San Francisco,
California
94104
U.S.A.
|
Trustee
|
Trustee
since 2000 and until the 2006 Annual Meeting of Shareholders
or the
special meeting in lieu thereof
|
Managing
Director, China Vest Group (venture capital investment), since
prior to
2000
|
Director,
Mediostream, since 2001; Partner, McCutchen, Doyle, Brown & Enersen
(law firm), 1987-95
|
Tsung-Ming
Chung (57)
4F,
No.1, Lane 21, Hsing-Hua Road
Kwei-Shan
Industrial Zone,
Taoyuan,
Taiwan, R.O.C.
|
Nominee
|
Until
the 2009 Annual Meeting of Shareholders or the special meeting
in lieu
thereof
|
Chairman
and Chief Executive Officer, Dynapak International Technology
Corp;
Chairman, Systems and Chips, Inc.; Director, Arima Group (technology)
|
Director,
Far Eastern International Bank; Director and Chairman of Audit
Committee,
Taiwan Mobile Co.; Director and Audit Committee Chairman, Semiconductor
Manufacturing International Corporation
|
INFORMATION
CONCERNING OTHER TRUSTEES
The
following table sets forth certain information concerning the Trustees
of the
Trust (other than Mr. Collins).
Name
(Age) and
Address
|
Position(s)
Held
with the
Trust
|
Term
of Office and
Length
of Time
Served
|
Principal
Occupation(s)
During
the Past
Five
Years
|
Other
Business
Experience,
Other
Positions
with Affiliated
Persons
of the Trust and
Other
Directorships
Held
by Trustee
|
Non-Interested
Trustees
|
|
|
|
|
David
N. Laux (78)
2560
N. 23rd
Road
Arlington,
Virginia 22207
U.S.A.
|
Trustee
and
Chairman
of the Board
|
Trustee
since 1992 and until
the
2007 Annual Meeting of
Shareholders
or the special
meeting
in lieu thereof; Chairman of the Board since July 2004
|
Chairman,
Great Dads (non-profit), since 2004; President, US-Taiwan
Business
Forum,
from
2000 to 2005; Director, International Foundation, since 2001
|
President,
US-ROC (Taiwan)
Business
Council, 1990-2000;
Chairman
and Managing
Director,
American Institute
in
Taiwan, 1987-90; Director
of
Asian Affairs, National
Security
Council, The White
House,
1982-86
|
Frederick
C. Copeland, Jr. (64)
11
Deer Ridge Road
Avon,
Connecticut 06001 U.S.A.
|
Trustee
and Vice Chairman of the Board
|
Trustee
since May 2004 and
until
the 2008 Annual
Meeting
of Shareholders or
the
special meeting in lieu
thereof;
Vice Chairman of the Board since February 2006
|
Vice
Chairman, Chairman of Executive Committee, Far East National
Bank since
2004; Principal, Deer Ridge
Associates,
LLC (financial
consulting),
2001- 2005
|
President,
Chief
Executive
Officer and Chief Operating
Officer,
Aetna International (insurance),
from
1995 to 2001;
Executive
Vice President,
Aetna,
Inc. (insurance), from 1997 to 2001;
Chairman,
President and
Chief
Executive Officer, Fleet
Bank,
N.A., 1993-1995;
President
and Chief
Executive
Officer, Citibank
Canada
Ltd., 1987-1993;
Taiwan
Country Head,
Citibank,
1983-1987
|
Robert
P. Parker (64)
101
California Street,
Suite
2830
San
Francisco, California 94111 U.S.A
|
Trustee
TTrustee
|
Trustee
since 1998 and until
the
2008 Annual Meeting of
Shareholders
or the special
meeting
in lieu thereof; and
Chairman
of the Board from February 2004 to July 2004
|
Chairman,
Parker Price
Venture
Capital, Inc.
(formerly
known as Allegro
Capital,
Inc.), since 1997
|
Partner,
McCutchen, Doyle, Brown & Enersen (law firm),
1988-97
|
BOARD
STRUCTURE
Since
the
inception of the Trust in 1989, the Trustees of the Trust have been divided
into
three classes, each having a term of three years, with the term of one
class
expiring each year. As of the date of this proxy statement, the Board has
four
members, with at least one member in each of the three classes.
BOARD
AND COMMITTEE MEETINGS
The
Board
of Trustees of the Trust held six meetings during the fiscal year ended
December
31, 2005. Each Trustee attended at least 75% of the total of (i) all meetings
of
the Board of Trustees and (ii) all meetings of each committee of the Board
on
which he served during the fiscal year ended December 31, 2005.
EXECUTIVE
COMMITTEE
The
Trust's Board of Trustees has an Executive Committee, which, subject to
certain
restrictions, may exercise all powers and authority of the Board between
meetings of the Board. The current members of the Executive Committee are
Messrs. David N. Laux (Chairman), Edward B. Collins and Robert P. Parker,
all of
whom are not “interested persons” of the Trust, as defined in Section 2(a)(19)
of the Investment Company Act of 1940, as amended (the “Investment Company
Act”), and are independent Trustees of the Trust, as defined under the rules
of
the New York Stock Exchange (the “NYSE”). The Executive Committee did not hold
an Executive Committee Meeting during the fiscal year ended December 31,
2005.
The Executive Committee does not have a charter.
NOMINATING
COMMITTEE
The
Board
of Trustees has a Nominating Committee, the current members of which are
Messrs.
Robert P. Parker (chair) and David N. Laux. The members of the Nominating
Committee not “interested persons” of the Trust, as defined in Section 2(a)(19)
of the Investment Company Act, and also are independent Trustees of the
Trust,
as defined under the rules of the NYSE. The Nominating Committee has a
charter,
which is available on the Trust’s website at www.taiwangreaterchinafund.com. The
charter provides that the Nominating Committee will consider recommendations
of
Trustee nominees submitted by Shareholders. Any such recommendations should
be
sent to the Trust's Nominating Committee c/o Brown Brothers Harriman, P.O.
Box
962047, Boston, Massachusetts 02196-2047, ATTN: Investor Services Counsel,
Fund
Administration. The charter also provides that the Nominating Committee
will
consider potential candidates who are personally known to members of the
Nominating Committee, persons who are recommended to the Nominating Committee
by
other members of the Board and other persons known by Board members or
persons
identified by any search firm retained by the Nominating Committee. In
considering whether to recommend that an individual be nominated as a Trustee,
the Nominating Committee will take the following criteria, among others,
into
account: (i) the Board's size and composition; (ii) applicable listing
standards
and laws; (iii) an individual's expertise (especially with regard to matters
relating to Taiwan, mainland China and public and private investment funds),
experience and willingness to serve actively; (iv) whether an individual
will
enhance the functioning of the Board and the compatibility of his or her
views
concerning the manner in which the Trust should be governed with the Board’s
assessment of the interests of the Trust’s shareholders; and (v) the number of
company boards of directors on which such individual serves.
During
the fiscal year ended December 31, 2005, the Nominating Committee did not
retain
any search firm or pay a fee to any third party to identify Trustee
candidates.
The
Nominating Committee held two meetings during the fiscal year ended December
31,
2005. On February 13, 2006 and on May 15, 2006, the Nominating Committee
recommended that Messrs. Edward B. Collins and Tsung-Ming Chung, respectively,
be nominated to stand for election at the 2006 Annual Meeting of Shareholders.
COMPENSATION
COMMITTEE
The
Board
of Trustees has a Compensation Committee, current members of which are
Messrs.
Frederick C. Copeland, Jr. (chair), Edward B. Collins and David N. Laux.
The
members of the Compensation Committee are not “interested persons” of the Trust,
as defined in Section 2(a)(19) of the Investment Company Act, and also
are
independent Trustees of the Trust, as defined under the rules of the NYSE.
The
function of the Compensation Committee is to set and review the compensation
and
terms of employment of the Trust's Chief Executive and Chief Financial
Officer
and to oversee the compensation of the Trust's other employees. The Compensation
Committee met once during the fiscal year ended December 31, 2005.
AUDIT
COMMITTEE AND INDEPENDENT PUBLIC ACCOUNTANTS
The
Board
of Trustees has an Audit Committee established in accordance with Section
3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) and Rule 32a-4 of the Investment Company Act. The current members of
the
Audit Committee are Messrs. Edward B. Collins (chair), Frederick C. Copeland,
Jr. and Robert P. Parker. The members of the Audit Committee are not interested
persons of the Trust, as defined in the Investment Company Act, and also
are
independent Trustees of the Trust, as defined in the rules of the NYSE.
The
responsibilities of the Audit Committee include, among other things, review
and
selection of the independent public accountants of the Trust, review of
the
Trust's financial statements prior to their submission to the Board of
Trustees
and of other accounting matters of the Trust, and review of the administration
of the Trust's Codes of Ethics and Whistleblower Policy.
The
Audit
Committee held two meetings during the fiscal year ended December 31, 2005
and
also met on February 13, 2006. At those meetings the Audit Committee, among
other things:
(i)
approved the selection of KPMG LLP (“KPMG”) as the Trust's independent public
accountants for its 2005 and 2006 fiscal years;
(ii)
reviewed the audited financial statements of the Trust for its 2004 and
2005
fiscal years and discussed those statements with the Trust's management
and
KPMG;
(iii)
discussed with the Trust's management and KPMG those matters requiring
discussion by the Accounting Standards Board's Statement of Auditing Standards
No. 61 as currently in effect, including the independence of KPMG;
(iv)
received the written disclosures and the letters from KPMG required by
the
Independence Standards Board's Standard No. 1 as currently in
effect;
(v)
reviewed the charter for the Audit Committee;
(vi)
reviewed the status of the Trust’s conversion to internal management;
and
(vii)
pre-approved the payment of fees for permitted non-audit services.
Based
upon the reviews, discussions and consideration described above, the Audit
Committee recommended to the Board of Trustees that the Trust's audited
financial statements be included in its Annual Report to Shareholders for
the
Trust's fiscal year ended December 31, 2005.
Representatives
of KPMG are expected to be present at the Meeting, will have an opportunity
to
make a statement if they desire to do so and are expected to be available
during
the Meeting to respond to appropriate questions from Shareholders.
AUDIT
FEES
The
aggregate fees billed for professional services rendered by KPMG, the Trust's
independent auditors, in connection with the annual audit of the Trust's
financial statements and for services normally provided by KPMG in connection
with statutory and regulatory filings or engagements for the fiscal years
ended
December 31, 2004 and December 31, 2005 were $78,295 and $80,000,
respectively.
NON-AUDIT
FEES
Audit-Related
Fees. The Trust paid audit-related fees of $16,418 for the fiscal year
2004. The
Trust did not pay KPMG any audit-related fees (other than those disclosed
under
“Audit Fees” above), and there were no audit-related fees paid by the Trust to
KPMG that were required to be approved by the Trust's Audit Committee,
in its
2005 fiscal year.
Tax
Fees.
The aggregate fees billed for professional services rendered by KPMG for
the
preparation of the Trust's federal income and excise tax returns and the
provision of tax advice and planning services for the 2004 and 2005 fiscal
years
were $36,277 and $20,000, respectively.
All
Other
Fees. There were no other fees billed for professional services rendered
by KPMG
for services to the Trust other than the fees for services referenced above
for
the 2004 and 2005 fiscal year.
Aggregate
Amount of Non-Audit Fees. The aggregate amount of non-audit fees billed
by KPMG
for services rendered to the Trust for its 2004 and 2005 fiscal years were
$36,277 and $20,000, respectively.
AUDIT
COMMITTEE'S PRE-APPROVAL POLICIES AND PROCEDURES
The
Audit
Committee approves the engagement of the Trust's accountants to render
audit or
non-audit services before such accountants perform such services.
All
services described under “Audit Fees” and “Non-Audit Fees” above that required
approval were pre-approved by the Audit Committee before KPMG's engagement
to
perform them.
POLICY
ON TRUSTEES' ATTENDANCE AT ANNUAL SHAREHOLDER MEETINGS
The
Trust's policy with regard to attendance by members of the Board of Trustees
at
its Annual Meetings of Shareholders is that all Trustees are expected to
attend,
absent extenuating circumstances. All four Trustees attended the 2005 Annual
Meeting.
COMMUNICATIONS
WITH THE BOARD OF TRUSTEES
Shareholders
who wish to communicate with the Board of Trustees with respect to matters
relating to the Trust may address their correspondence to the Board as
a whole
or to individual members c/o Brown Brothers Harriman, P.O. Box 962047,
Boston,
Massachusetts 02196-2047, ATTN: Investor Services Counsel, Fund
Administration.
OFFICERS
OF THE TRUST
The
following table sets forth certain information concerning the officers
of the
Trust. Information regarding Mr. Laux, the Chairman of the Board, is set
forth
in the Trustee table above. The Chairman and the President (Messrs. Laux
and
Champion, respectively) each holds office until his successor is duly elected
and qualified, and all other officers hold office at the discretion of
the
Trustees.
Name
(Age) and
Address
|
Position(s)
Held
with the
Trust
|
Length
of Time
Served
|
Principal
Occupation(s)
During
the Past
Five
Years
|
Steven
R. Champion (60)
Bank
Tower Room 1001
205
Dun Hua North Road
Taipei,
Taiwan, R.O.C.
|
President,
Chief
Executive
Officer
and
Portfolio
Manager;
President from May 1989 to June 1992
|
Since
February 2004
|
Executive
Vice President,
Bank
of Hawaii, 2001-2003;
Chief
Investment Officer,
Aetna
International (Insurance), from
prior
to 2000 to 2001
|
Cheryl
Chang (41)
Bank
Tower Room 1001
205
Dun Hua North Road
Taipei,
Taiwan, R.O.C.
|
Secretary,
Treasurer,
Chief Financial
Officer
and Chief Compliance Officer
|
Secretary,
Treasurer and Chief Financial Officer since June 2004; Chief
Compliance
Officer since September 2004
|
Senior
Manager, KPMG
(Taipei
Office), from prior to
2000
to 2004; Assurances
and
Advisory Unit of
International
Practice
Group,
KPMG (audit, tax, finance and risk advisory) (Taipei
Office),
2000-2004
|
Dirk
Bennet (59)
Bank
Tower
Room
1001
205
Dun Hua North Road
Taipei,
Taiwan, R.O.C.
|
Vice
President, Assistant Secretary
|
Assistant
Secretary since May 1996; Vice President since February
2004
|
Manager,
Research Department of International Investment Trust Company
Limited
(investment advisor) from August 1992 to September
2004
|
TRUSTEE
AND OFFICER COMPENSATION
The
compensation received by each Trustee and officer of the Trust for the
fiscal
year ended December 31, 2005 is set forth below.
Name
|
Position
|
Total
Compensation from the Trust Paid to Trustees and officers
(1)(2)
|
Edward
B. Collins
|
Trustee
|
$27,000
(2)
|
Frederick
C. Copeland, Jr.
|
Trustee
|
$27,000
(2)
|
David
N. Laux
|
Trustee
|
$33,219
(2)
|
Robert
P. Parker
|
Trustee
|
$27,000
(2)
|
Steven
R. Champion
|
President,
Chief Executive Officer, Portfolio Manager
|
$400,000
|
Cheryl
Chang
|
Chief
Financial Officer, Secretary, Treasurer, Chief Compliance Officer
|
$86,018
|
(1)
The
Trustees and officers of the Trust do not receive any pension or retirement
benefits from the Trust.
(2)
Compensation consists of a $2,000 meeting fee for each Board of Trustees’
meeting or committee meeting attended in person, $1,000 meeting fee for
each
Board of Trustees’ meeting or committee meeting attended by telephone and an
annual retainer of $12,000 ($20,000 for the Chairman). At
its
meeting on February 22, 2005, the Board of Trustees increased the annual
retainer for the Chairman from $15,000 to $20,000 and at its meeting on
February
13, 2006 the Board of Trustees appointed Mr. Frederick Copeland to the
position
of Vice Chairman of the Trust, and increased the Vice Chairman’s annual retainer
from $12,000 to $17,000. In addition, the Board of Trustees have adopted
a
policy pursuant to which each of the Trustees agreed that he would invest
in the
Shares to the extent necessary so that on or before December 31, 2005 each
Trustee would have beneficial ownership of the Shares with a value ranging
between $10,001 and $50,000.
REQUIRED
VOTE
The
affirmative vote of a plurality of Shares present or represented by proxy
and
voting on the matter in question at the Meeting is required to elect the
nominees for election as Trustees. Abstentions will be treated as votes
present
and not cast at the meeting. Abstentions will not have the effect of votes
in
opposition to the election of a Trustee under this Proposal 1.
THE
BOARD
OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ELECTION OF
THE NOMINEES AS TRUSTEES
MISCELLANEOUS
Proxies
will be solicited by mail and may be solicited in person or by telephone,
email
or facsimile by officers or employees of the Trust. The Trust has also
retained
The Altman Group to assist in the solicitation of proxies from Shareholders
at
an anticipated cost not to exceed $7,000 plus reimbursement of out-of-pocket
expenses. The expenses connected with the solicitation of these proxies
and with
any further proxies that may be solicited by such officers or employees
or by
The Altman Group in person or by telephone, email or facsimile will be
borne by
the Trust. The Trust will reimburse banks, brokers and other persons holding
Shares registered in their names or in the names of their nominees for
their
expenses incurred in sending proxy material to and obtaining proxies from
the
beneficial owners of such Shares.
THE
TRUST'S ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2005, INCLUDING FINANCIAL
STATEMENTS, WAS MAILED ON OR ABOUT MARCH 1, 2006 TO SHAREHOLDERS OF RECORD
ON
MARCH 1, 2006.
HOWEVER, A COPY OF THIS REPORT WILL BE PROVIDED, WITHOUT CHARGE, TO ANY
SHAREHOLDER UPON REQUEST. PLEASE CALL 1-800-343-9567 OR WRITE TO THE TAIWAN
GREATER CHINA FUND C/O BROWN BROTHERS HARRIMAN, P.O. BOX 962047, BOSTON,
MASSACHUSETTS 02196-2047 ATTN: INVESTOR SERVICES COUNSEL, FUND ADMINISTRATION
TO
REQUEST THE REPORT.
In
the
event that a quorum is not obtained for the transaction of business at
the
Meeting by June 20, 2006, the persons named as proxies in the enclosed
proxy may
propose one or more adjournments of the Meeting to permit further solicitation
of proxies in order to obtain such a quorum. Any such adjournment would
require
the affirmative vote of the holders of a majority of the Shares voting
that are
present in person or by proxy at the session of the Meeting to be adjourned.
The
persons named as proxies in the enclosed proxy will vote in favor of such
adjournment if a quorum is not obtained. The costs of any such additional
solicitation and of any adjourned session will be borne by the
Trust.
SECTION
16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Exchange Act and Section 30(h) of the Investment Company Act,
as
applied to the Trust, require that the Trust’s officers, Trustees and persons
who beneficially own more than ten percent of the Trust’s Shares (“Reporting
Persons”) file reports of ownership of the Trust’s Shares and changes in such
ownership with the SEC. Based solely upon a review of Forms 3 and 4 and
amendments thereto furnished to the Trust pursuant to Rule 16a-3(e) of
the
Exchange Act during fiscal year 2005 and
Form
5 and amendments thereto furnished to the Trust with respect to fiscal
year
2005, the Trust believes that the following Reporting Persons did not make
timely filings:
· |
In
October 2005, Frederick Copeland purchased Shares of the Trust,
which was
reported on a late Form 4 filed in November 2005.
|
SHAREHOLDER
PROPOSALS AND NOMINATIONS
Any
proposal by a Shareholder intended to be presented at the 2007 Annual Meeting
of
Shareholders must be received by the Taiwan Greater China Fund c/o Brown
Brothers Harriman, P.O. Box 962047, Boston, Massachusetts 02196-2047, ATTN:
Investor Services Counsel, not later than January 26, 2007. The Board of
Trustees will consider whether any such proposal should be submitted to
a
Shareholder vote in light of applicable rules and interpretations promulgated
by
the Commission; but a Shareholder's timely submission of a proposal will
not
automatically confer a right to have that proposal presented for a vote
at the
Trust's 2007 Annual Meeting. Any nomination by a Shareholder of a person
to
stand for election as a Trustee at the 2007 Annual Meeting of Shareholders
must
be received by the Trust c/o Secretary, Bank Tower, Room 1001, DunHua North
Road, Taipei, Taiwan, Republic of China not later than February 25, 2007.
BY
ORDER
OF THE BOARD OF TRUSTEES
Cheryl
Chang
Secretary
May
26,
2006