SCHEDULE 14A
(RULE 14A-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant
x
Filed by a Party other than the Registrant
¨
¨
|
|
Check the appropriate box:
|
¨
|
|
Preliminary Proxy Statement
|
¨
|
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
x
|
|
Definitive Proxy Statement
|
¨
|
|
Definitive Additional Materials
|
¨
|
|
Soliciting Material Pursuant to Rule 14a-12
|
THE GREATER CHINA FUND, INC.
(Name of Registrant as Specified in Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
¨
|
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
(1)
|
|
Title of each class of securities to which transaction applies:
|
|
(2)
|
|
Aggregate number of securities to which transaction applies:
|
|
(3)
|
|
Per 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
it was determined):
|
|
(4)
|
|
Proposed maximum aggregate value of transaction:
|
¨
|
|
Fee previously paid with preliminary materials.
|
¨
|
|
Check box if any part of the fee is offset as provided by Exchange 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 filing.
|
|
(1)
|
|
Amount previously paid:
|
|
(2)
|
|
Form, schedule or registration statement no.:
|
THE GREATER CHINA FUND, INC.
c/o Prudential Investments LLC
4
th
Floor
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102
April 30, 2010
To the
Stockholders:
The annual meeting of stockholders of The Greater China Fund, Inc. (the Fund) is to be held at 11:00
a.m. on June 9, 2010, at the offices of Sullivan & Cromwell, 125 Broad Street, New York, New York 10004. Stockholders who are unable to attend this meeting are strongly encouraged to vote by proxy, which is customary in corporate
meetings of this kind. A proxy statement regarding the meeting, a proxy card so your vote can be cast at the meeting and a postage prepaid envelope in which to return your proxy card are enclosed.
At the annual meeting, stockholders will elect three of the Funds directors whose terms expire in 2010. There will also be an
opportunity to discuss matters of interest to you as a stockholder.
Your Funds directors recommend that stockholders
elect or re-elect, as the case may be, Messrs. John A. Bult, Edward Y. Baker and Vincent Duhamel, who are standing for election as directors of the Fund.
Respectfully,
|
|
|
|
|
|
BRIAN CORRIS
|
|
EDWARD Y. BAKER
|
President
|
|
Chairman of the Board
|
STOCKHOLDERS ARE URGED TO SIGN THE PROXY CARD AND MAIL IT IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE SO
AS TO ENSURE A QUORUM AT THE MEETING. THIS IS IMPORTANT REGARDLESS OF HOW MANY SHARES YOU OWN.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
The Notice, Proxy Statement and Proxy for the Fund also are available to you on the Funds
website at http://www.greaterchinafund.com. You are encouraged to review all of the information contained in the proxy materials before voting. For directions to the Meeting, please call the Funds transfer agent, PNC Global Investment
Servicing Inc., at (800) 331-1710.
THE GREATER CHINA FUND, INC.
c/o Prudential Investments LLC
4
th
Floor
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of
THE GREATER CHINA FUND,
INC.:
Notice is hereby given that the annual meeting of the stockholders of The Greater China Fund, Inc. (the
Fund) will be held at the offices of Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004 on June 9, 2010, at 11:00 a.m. for the following purposes:
(1) To elect three Class I directors to serve for a term expiring on the date of the annual meeting of stockholders in
2013 or until his successor shall have been duly elected and qualified.
(2) To consider and act upon such
other business as may properly come before the meeting or any adjournments thereof.
Holders of record of the shares of common
stock of the Fund at the close of business on April 16, 2010, are entitled to vote at the meeting or any adjournments thereof.
By order of the Board of Directors,
DEBORAH A. DOCS
Secretary
April 30, 2010
IMPORTANTWE URGE YOU TO SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED
ADDRESSED ENVELOPE, WHICH REQUIRES NO POSTAGE AND IS INTENDED FOR YOUR CONVENIENCE. YOUR PROMPT RETURN OF THE ENCLOSED PROXY CARD MAY SAVE THE FUND THE NECESSITY AND EXPENSE OF FURTHER SOLICITATIONS TO ENSURE A QUORUM AT THE ANNUAL MEETING. IF YOU
CAN ATTEND THE MEETING AND WISH TO VOTE YOUR SHARES IN PERSON AT THAT TIME, YOU WILL BE ABLE TO DO SO.
PROXY STATEMENT
GENERAL
This Proxy Statement (the Proxy Statement) is furnished in connection with the solicitation of proxies by the Board of
Directors of The Greater China Fund, Inc. (the Fund) for use at the annual meeting of stockholders, to be held at the offices of Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004 on June 9, 2010, at 11:00
a.m., and at any adjournments thereof.
This Proxy Statement, the notice of annual meeting and the proxy card are first being
mailed to stockholders on or about April 30, 2010. All properly executed proxies received in time for the meeting will be voted as specified in the proxy or, if no specification is made, according to the recommendation of the Funds Board
of Directors for the proposal referred to in this Proxy Statement. Any stockholder giving a proxy has the power to revoke it at any time prior to its exercise by executing a superseding proxy or by submitting a notice of revocation to the Fund
(addressed to Deborah A. Docs, Secretary to the Fund, c/o Prudential Investments LLC, 4th Floor, Gateway Center Three, 100 Mulberry Street, Newark, New Jersey, 07102) or by voting in person at the meeting.
Holders of record of the common stock of the Fund at the close of business on April 16, 2010, will be entitled to one vote per share
on all business of the meeting and any adjournments. There are 23,394,787 shares of common stock outstanding as of April 16, 2010. Abstentions and broker non-votes (as defined below), if any, are counted for purposes of determining
whether a quorum is present, but will not be counted as votes cast with respect to any proposal, including the election of directors, and will have no effect on the result of the vote. Broker non-votes are shares held by a broker or
nominee for which an executed proxy is received by the Fund, but are not voted as to one or more proposals because instructions have not been received from the beneficial owners or persons entitled to vote and the broker or nominee does not have
discretionary voting power. Stockholders have no cumulative voting rights or rights of appraisal.
PROPOSAL 1. ELECTION OF
CLASS I DIRECTORS
The Funds Board of Directors has been divided into three classes, the term of one of which
expires each year. The terms of Messrs. John A. Bult, Edward Y. Baker and Vincent Duhamel, constituting Class I directors, expire at the 2010 annual meeting of stockholders.
Persons named in the accompanying form of proxy intend, in the absence of contrary instructions, to vote all proxies in favor of the
election of the three nominees listed below as directors of the Fund to serve as Class I directors of the Fund for a term expiring on the date of the 2013 annual meeting of stockholders, or until their successors are duly elected and qualified. All
nominees have consented to stand for election and to serve if elected. If any such nominee should be unable to serve, an event not now anticipated, the proxies will be voted for such person, if any, as shall be designated by the Board of Directors
to replace any such nominee. YOUR FUNDS
1
DIRECTORS RECOMMEND THAT STOCKHOLDERS VOTE IN FAVOR OF THE ELECTION OF THE NOMINEES LISTED BELOW.
CLASS I
John A. Bult
Edward Y. Baker
Vincent Duhamel
Required
Vote
Election of each of the listed nominees for director requires the affirmative vote of a plurality of the votes cast
at the meeting in person or by proxy, which means that the three nominees receiving the highest number of votes cast will be elected regardless of whether the number of votes received by any such nominee constitutes a majority of the number of votes
cast.
Your Funds directors recommend that stockholders vote in favor of the three director nominees.
INFORMATION CONCERNING NOMINEES AND MEMBERS OF THE BOARD OF DIRECTORS
The following table sets forth certain information concerning each of the directors and the nominees for director of the Fund. Each of
the nominees is currently a director of the Fund.
Directors considered by the Fund and its counsel to be interested
persons (as defined in the Investment Company Act of 1940, as amended (the 1940 Act)) of the Fund or of the Funds investment manager, Baring Asset Management (Asia) Ltd. (the Investment Manager):
|
|
|
|
|
|
|
|
|
|
|
Name (Age) and Address
|
|
Position(s)
Held with
Fund
|
|
Term of
Office;
Length
of
Time Served
|
|
Principal
Occupation(s)
During Past
Five Years
|
|
Number of
Portfolios
in Fund
Complex*
Overseen
by Director
|
|
Other
Directorships
Held by Director
During the Past
Five Years
|
INTERESTED DIRECTOR
|
|
|
|
|
|
|
|
|
John A. Bult (74)* *
Prudential Investments LLC
Gateway Center Three
100 Mulberry Street
Newark, New
Jersey 07102
|
|
Director
|
|
Director since 1992; term expires 2010
|
|
Chairman of PaineWebber International Inc.
|
|
1
|
|
Director of European Equity Fund (formerly known as The Germany Fund, Inc.); The New Germany Fund, Inc.; The Central Europe and Russia Fund, Inc.
|
*
|
The Fund Complex consists of two funds: (i) The Greater China Fund, Inc. and (ii) The Asia Pacific Fund, Inc.
|
**
|
Mr. Bult is deemed to be an interested person due to his affiliation with affiliates of UBS Securities LLC, 299 Park Avenue, New York, New York 10171,
the lead manager of the underwriting syndicate in connection with the initial public offering of the Funds shares and the dealer manager in the rights offerings conducted by the Fund in 1994, 1996, 2005 and 2010.
|
2
Directors considered by the Fund and its counsel
not
to be interested
persons (as defined in the 1940 Act):
|
|
|
|
|
|
|
|
|
|
|
Name (Age) and Address
|
|
Position(s)
Held with
Fund
|
|
Term of
Office;
Length of
Time Served
|
|
Principal Occupation(s)
During Past
Five Years
|
|
Number of
Portfolios
in Fund
Complex
Overseen
by Director
|
|
Other Directorships
Held by
Director
During the Past
Five Years
|
INDEPENDENT DIRECTORS
|
|
|
|
|
|
|
|
|
Edward Y. Baker (75)
Prudential Investments LLC
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102
|
|
Chairman of the Board and Director
|
|
Director since
1992;
term expires 2010
|
|
Investment Consultant; previously President and Chief Executive Officer, HOOPP Investment Management Limited and Chief Investment Officer, Hospitals of Ontario Pension
Plan
|
|
1
|
|
Chairman, Board of Trustees, Rogers Sugar Income Fund
|
|
|
|
|
|
|
Vincent Duhamel (45)
Prudential Investments LLC
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102
|
|
Director
|
|
Director since
2009;
term expires 2010
|
|
Chief Executive Officer of SAIL Advisors Limited; President of SAIL Alternative Research Inc.; previously Managing Director at Goldman Sachs in Hong Kong; previously Chief Executive
for Asia of State Street Global Advisors
|
|
1
|
|
Director of Sectoral Asset Management Limited; Director of SAIL Advisors Limited; SAIL Advisors Group Limited; SAIL Advisors Trustee Limited; SAIL Flagship Management Limited; SAIL
Investment Management Limited; SAIL Pacific Explorer Fund; SAIL Pacific Explorer Management Limited; Search Alternative Investments Limited; SAIL Asia Strategic Opportunities Portfolio; SAIL Alternative Research
Inc.
|
3
|
|
|
|
|
|
|
|
|
|
|
Name (Age) and Address
|
|
Position(s)
Held with
Fund
|
|
Term of
Office;
Length of
Time Served
|
|
Principal
Occupation(s)
During Past
Five Years
|
|
Number of
Portfolios
in Fund
Complex
Overseen
by Director
|
|
Other Directorships Held
by
Director
During the Past Five Years
|
John A. Hawkins (67)
Prudential Investments LLC
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102
|
|
Director
|
|
Director since 1992; term expires 2012
|
|
Previously Executive Vice PresidentPrivate Clients for The Bank of Bermuda Ltd.
|
|
1
|
|
Director of HSBC Investment Solutions PLC; SR Global Fund Inc.; MW Japan Fund Ltd.; MW Nippon Fund Ltd.; All Points Multi-Manager Plc (UCIT Fund)
|
|
|
|
|
|
|
C. William Maher (48)
Prudential Investments LLC
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102
|
|
Director
|
|
Director since 2003; term expires 2011
|
|
Previously Managing Director and Chief Financial Officer of LPL Financial; previously Managing Director of Nicholas Applegate Capital Management
|
|
1
|
|
|
|
|
|
|
|
|
Jonathan J.K. Taylor (66)
Prudential Investments LLC
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102
|
|
Director
|
|
Director since 1992; term expires 2011
|
|
Chairman and Managing Director of Dragon Partners Limited (consulting for investment managers)
|
|
1
|
|
Chairman, Schroder Japan Growth Fund Plc; Director, Onyx Country Estates Limited (family property company); Director, Member, International Advisory Board of Datawind Net Access
Corporation
|
|
|
|
|
|
|
Tak Lung Tsim (63)
Prudential Investments LLC
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102
|
|
Director
|
|
Director since 1992; term expires 2012
|
|
Principal, T.L. Tsim & Associates Ltd.
|
|
1
|
|
Member of Li Po Chun United World College of Hong Kong; Director of Playmates Holdings Limited (toy company); Independent non-executive Director of Asia Cement (China) Holdings
Corporation (Hong Kong Stock Code: 743); Director of New Alliance Asset Management (Asia) Ltd.
|
4
Effective June 5, 2008, Mr. Richard B. Bradley retired as a Director of the
Fund. On February 26, 2009, Mr. Jonathan J.K. Taylor, then a Class I Director of the Fund, was redesignated by the Board of Directors as a Class II Director of the Fund to fill the vacancy caused by the retirement of
Mr. Richard B. Bradley. On August 18, 2009, the number of directors of the Board of Directors was increased from six to seven, and Mr. Vincent Duhamel was appointed to serve as Class I Director of the Fund for a term ending at
the 2010 annual meeting.
Principal Officers
The following persons are executive officers of the Fund:
|
|
|
|
|
|
|
|
|
Name (Age) and Address
|
|
Position(s)
Held with
Fund
|
|
Term of
Office*;
Length of
Time Served
|
|
Number of
Portfolios
in Fund
Complex
Overseen
by Officer
|
|
Principal Occupation(s)
During Past Five Years
|
Brian A. Corris (51)
Prudential Investments LLC
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102
|
|
President
|
|
President since 2008
|
|
2
|
|
Director of Institutional Group of Baring Asset Management Limited; President of The Asia Pacific Fund, Inc.
|
|
|
|
|
|
Grace C. Torres (50)
Prudential Investments LLC
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102
|
|
Treasurer and Principal Financial and Accounting Officer and Vice President
|
|
Treasurer and Principal Financial and Accounting Officer and Vice President since 2007
|
|
2
|
|
Treasurer and Principal Financial and Accounting Officer of Prudential Funds, Target Funds, The Prudential Variable Contract Accounts-2, 10, 11, Prudential Series Funds and
Prudential Gibraltar Fund Inc.; Assistant Treasurer and Senior Vice President of Prudential Investments; Assistant Treasurer and Vice President of AST Investment Services, Inc.; Senior Vice President and Assistant Treasurer of Prudential Annuities
Advisory Services, Inc.; Vice President of The Asia Pacific Fund, Inc.; formerly Senior Vice President of AST Investment Services, Inc.
|
|
|
|
|
|
Henry Chan (40)
Baring Asset Management (Asia) Limited
Edinburgh Tower, 19th Floor 15 Queens Road Central
Hong Kong
|
|
Vice President and Portfolio Manager
|
|
Vice President since 2007
|
|
1
|
|
Head of Asia Pacific Investment Baring Asset Management (Asia) Limited; previously at Invesco Asia Limited
|
5
|
|
|
|
|
|
|
|
|
Name (Age) and Address
|
|
Position(s)
Held with
Fund
|
|
Term of
Office*;
Length of
Time Served
|
|
Number of
Portfolios
in Fund
Complex
Overseen
by Officer
|
|
Principal Occupation(s)
During Past Five Years
|
Agnes Deng (40)
Baring Asset Management (Asia) Limited
Edinburgh Tower, 19th Floor 15 Queens Road Central
Hong Kong
|
|
Vice President and Portfolio Manager
|
|
Vice President from March 2010; Portfolio Manager since May 2009
|
|
1
|
|
Head of HK China Equities, Baring Asset Management (Asia) Limited; previously an Investment Director of Standard Life Investment
|
|
|
|
|
|
Deborah A. Docs (52)
Prudential Investments LLC Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102
|
|
Chief Legal Officer and Secretary
|
|
Chief Legal Officer and Secretary since 2007
|
|
2
|
|
Vice President and Corporate Counsel of Prudential; Vice President and Assistant Secretary of Prudential Investments LLC (PI); formerly Vice President and Assistant Secretary of AST
Investment Services, Inc.; Secretary and Chief Legal Officer of The Asia Pacific Fund, Inc. and Secretary of all Prudential sponsored mutual funds
|
|
|
|
|
|
Andrew R. French (47)
Prudential Investments LLC
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102
|
|
Assistant Secretary
|
|
Assistant Secretary since 2007
|
|
2
|
|
Director and Corporate Counsel of Prudential; Vice President and Assistant Secretary of PI; Vice President and Assistant Secretary of Prudential Mutual Fund Services; Assistant
Secretary of The Asia Pacific Fund, Inc. and all Prudential sponsored mutual funds; formerly Senior Legal Analyst of Prudential Mutual Fund Law Department
|
|
|
|
|
|
Valerie Simpson (51)
Prudential Investments LLC
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102
|
|
Chief Compliance Officer
|
|
Chief Compliance Officer since 2007
|
|
2
|
|
Chief Compliance Officer of Prudential Investments, AST Investment Services, Inc., The Asia Pacific Fund, Inc.; formerly Vice PresidentFinancial Reporting for Prudential Life
and Annuities Finance
|
6
|
|
|
|
|
|
|
|
|
Name (Age) and Address
|
|
Position(s)
Held with
Fund
|
|
Term of
Office*;
Length of
Time Served
|
|
Number of
Portfolios
in Fund
Complex
Overseen
by Officer
|
|
Principal Occupation(s)
During Past Five Years
|
Theresa C. Thompson (47)
Prudential Investments LLC
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102
|
|
Deputy Chief Compliance Officer
|
|
Deputy Chief Compliance Officer since 2007
|
|
2
|
|
Vice President, Compliance, Prudential Investments and Director of Compliance; Deputy Chief Compliance Officer of The Asia Pacific Fund, Inc.
|
|
|
|
|
|
Peter Parrella (51)
Prudential Investments LLC
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102
|
|
Assistant Treasurer
|
|
Assistant Treasurer since 2007
|
|
1
|
|
Vice President and Director within Prudential Mutual Fund Administration; formerly Tax Manager at SSB Citi Fund Management LLC
|
|
|
|
|
|
Lana Lomuti (42)
Prudential Investments LLC
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102
|
|
Assistant Treasurer
|
|
Assistant Treasurer since 2007
|
|
1
|
|
Vice President and Director within Prudential Mutual Fund Administration
|
*
|
The President, Treasurer and Secretary each hold office until his or her successor has been duly elected and qualified; all other officers hold office at the discretion
of the Board of Directors.
|
Leadership Structure, Role in Risk Oversight and Qualifications of the Board of Directors
The Board of Directors is responsible for oversight of the Fund. The Fund has engaged the Investment Manager to manage the
Fund on a day-to-day basis. The Board oversees the Investment Manager and certain other principal service providers in the operations of the Fund. The Board of Directors is currently composed of seven members, six of whom are independent directors.
The Board meets in-person at regularly scheduled meetings four times throughout the year. In addition, the directors may meet in-person or by telephone at special meetings or on an informal basis at other times. As described below, the Board of
Directors has established three standing committeesExecutive, Audit, and Governance and Nominatingand may establish ad hoc committees or working groups from time to time, to assist the Board of Directors in fulfilling its oversight
responsibilities.
The Board of Directors is chaired by an independent director. As chair, this independent director leads the
Board of Directors in its activities. The directors have determined that the Board of Directors leadership and committee structure is appropriate because the Board of Directors believes it sets the proper tone to the relationships between the
Fund, on the one hand, and the Investment Manager and certain other principal service providers, on the other, and facilitates the exercise of the Boards independent judgment in evaluating and managing the relationships. In addition, the
structure efficiently allocates responsibility among committees.
7
The Board of Directors has concluded that, based on each directors experience,
qualifications, attributes or skills on an individual basis and in combination with those of the other directors, each director should serve as a director. Among other attributes common to all directors are their ability to review critically,
evaluate, question and discuss information provided to them, to interact effectively with the various service providers to the Fund, and to exercise reasonable business judgment in the performance of their duties as directors. In addition, the Board
of Directors has taken into account the actual service and commitment of the directors during their tenure in concluding that each should continue to serve. A directors ability to perform his or her duties effectively may have been attained
through a directors educational background or professional training; business, consulting, public service or academic positions; experience from service as a director of the Fund, other funds in the fund complex, public companies, or
non-profit entities or other organizations; or other experiences. Also, set forth below is a brief discussion of the specific experience, qualifications, attributes or skills of each director that led the Board of Directors to conclude that he or
she should serve as a director.
Investing in general and the operation of a fund involve a variety of risks, such as
investment risk, compliance risk, and operational risk, among others. The Board of Directors oversees risk as part of its oversight of the Fund. Risk oversight is addressed as part of various regular Board of Directors and committee activities. The
Board of Directors, directly or through its committees, reviews reports from among others, the Investment Manager, the Funds chief compliance officer, the Funds independent registered public accounting firm, and counsel, as appropriate,
regarding risks faced by the Fund and the risk management programs of the Investment Manager and certain service providers. The actual day-to-day risk management with respect to the Fund resides with the Investment Manager and other service
providers to the Fund. Although the risk management policies of the Investment Manager and the service providers are designed to be effective, those policies and their implementation vary among service providers and over time, and there is no
guarantee that they will be effective. Not all risks that may affect the Fund can be identified or processes and controls developed to eliminate or mitigate their occurrence or effects, and some risks are simply beyond any control of the Fund or the
Investment Manager, its affiliates or other service providers.
John A. Bult was selected to be a director of the Fund given
his experience as both an officer and a director in the financial services industry, including service as a director of other closed-end investment companies. Mr. Bult is Chairman of PaineWebber International Inc. Mr. Bult serves as
director of The European Equity Fund, The New Germany Fund, and the Central Europe and Russia Fund, Inc.
Edward Y. Baker was
selected to be a director of the Fund given his experience as both an officer and a director in the financial services industry. Mr. Baker is an investment consultant. Mr. Baker previously served as President and Chief Executive Officer of
HOOPP Investment Management Limited and Chief Investment Officer of Hospitals of the Ontario Pension Plan.
Vincent Duhamel
was selected to be a director of the Fund given his experience as both an officer and a director in the financial services industry. Mr. Duhamel also has experience in the
8
Asian financial markets. Mr. Duhamel is the Chief Executive Officer of SAIL Advisors Limited and the President of SAIL Alternative Research Inc. Mr. Duhamel has previously served as
Managing Director at Goldman Sachs & Co. in Hong Kong and Chief Executive for Asia of State Street Global Advisors. Mr. Duhamel serves as director of a number of entities affiliated with SAIL Advisors Limited.
John A. Hawkins was selected to be a director of the Fund given his experience as both an officer and a director in the financial
services industry. Mr. Hawkins also has experience in the Asian financial markets. Mr. Hawkins previously served as Executive Vice PresidentPrivate Clients for The Bank of Bermuda Ltd. Mr. Hawkins serves as a director for HSBC
Investment Solutions PLC, SR Global Fund Inc. and MW Japan Fund Ltd.
C. William Maher was selected to be a director of the
Fund given his experience as an officer in the financial services industry, including his experience as a chief financial officer. Mr. Maher previously served as Managing Director and Chief Financial Officer of LPL Financial and Managing
Director of Nicholas Applegate Capital Management.
Jonathan J.K. Taylor was selected to be a director of the Fund given his
experience as both an officer and a director in the financial services industry. Mr. Taylor is the Chairman and Managing Director of Dragon Partners Limited. Mr. Taylor is also Chairman of Schroder Japan Growth Fund Plc, and a director of
Onyx Country Estates Limited and the International Advisory Board of Datawind Net Access Corporation.
Tak Lung Tsim was
selected to be a director of the Fund given his experience as both an officer and a director of a variety of companies. Mr. Tsim also has experience in the Asian financial markets. Mr. Tsim is a Principal at T.L. Tsim & Associates
Ltd. Mr. Tsim is a member of Li Po Chun United World College of Hong Kong. Mr. Tsim is a director of Playmate Holdings Limited and Asia Cement (China) Holdings Corporation.
Board Meetings and Committees
The Board of Directors of the Fund has an Executive Committee, an Audit Committee and a Governance and Nominating Committee. The Board
does not have a compensation committee.
The Board of Directors met four times during the fiscal year ended December 31,
2009. During such period, each director attended at least 75% of the aggregate of all meetings of the Board of Directors and of the committees of the Board on which they served.
Executive Committee
The Board of Directors has an Executive Committee consisting of Messrs. Baker, Taylor and Hawkins, each of whom is not an interested
person of the Fund or of the Investment Manager within the meaning of Section 2(a)(19) of the 1940 Act (a non-interested director). The Executive Committee is authorized to exercise the general powers of the Board of Directors
9
between meetings of the Board. The Executive Committee did not meet during the fiscal year ended December 31, 2009.
Audit Committee
The Board of Directors has an Audit Committee consisting of Messrs. Baker, Hawkins, Maher, Tsim and Taylor, each of whom (i) is not
an interested person of the Fund or of the Investment Manager within the meaning of Section 2(a)(19) of the 1940 Act and (ii) meets the independence requirements of Rule 10A-3(b)(1) under the Securities Exchange Act
of 1934, as amended. The Audit Committee met five times during the fiscal year ended December 31, 2009. The Audit Committee has a charter, a copy of which is available on the Funds web site at http://www.greaterchinafund.com.
The function of the Audit Committee is to oversee the Funds accounting and financial reporting processes, which includes the
selection, retention, compensation and termination of the Funds independent registered public accounting firm. In connection therewith, the Audit Committee reviews with management and the Funds independent registered public accounting
firm, among other things, the scope of the independent registered accounting firms audit of the Funds financial statements, reviews and discusses the Funds annual audited financial statements with management, reviews the
independent registered public accounting firms required communications regarding the scope and results of the audit, reviews and approves in advance the type of services to be rendered by the independent registered public accounting firm,
reviews matters related to the independence of the Funds independent registered public accounting firm and in general considers and reports to the Board on matters regarding the Funds accounting and financial reporting processes.
In performing its oversight function, at a meeting held on February 22, 2010, the Audit Committee reviewed and discussed
the audited financial statements with management of the Fund and the independent auditors and discussed the audit of such financial statements with the independent auditors. The Audit Committee also discussed with the independent auditors the
matters required to be discussed by SAS 61 (Codification of Statements on Auditing Standards, AU Section 380). The Audit Committee received the written disclosures and the letter from the independent auditors required by Independence Standards
Board Standard No. 1 (Independence Discussions with Audit Committees) and discussed with the independent auditors their independence.
The members of the Audit Committee are not, and do not represent themselves to be, accountants or auditors by profession or experts in
the fields of accounting or auditing, including in respect of auditor independence or internal controls notwithstanding the fact that one or more members may be designated an audit committee financial expert. Moreover, the Audit
Committee relies on and makes no independent verification of the facts presented to it or representations made by management or the independent auditors. Accordingly, the Audit Committees oversight does not provide an independent basis to
determine that management has maintained appropriate financial reporting principles and policies, or internal controls, designed to
10
assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committees considerations and discussions referred to above do not provide assurance
that the audit of the Funds financial statements has been carried out in accordance with generally accepted auditing standards, that the financial statements are presented in accordance with generally accepted accounting principles or that the
Funds independent registered public accounting firm is in fact independent.
Based on its consideration of
the audited financial statements and the discussions and reports referred to above with management and the independent auditors, and subject to the limitations on the responsibilities and role of the Audit Committee set forth in the Audit Committee
Charter and those discussed above, the Audit Committee recommended to the Board of Directors of the Fund that the audited financial statements of the Fund be included in the Funds annual report to stockholders for the fiscal year ended
December 31, 2009.
Edward Y. Baker
John A. Hawkins
C. William Maher
Jonathan J.K. Taylor
Tak Lung Tsim
February 22, 2010
Governance and Nominating Committee
The Board has a Governance and Nominating Committee consisting of Messrs. Baker, Duhamel, Hawkins, Taylor and Tsim, each of whom is a
non-interested director. The Governance and Nominating Committee met three times during the fiscal period ended December 31, 2009. The Governance and Nominating Committee has a charter, a copy of which is available on the Funds website at
http://www.greaterchinafund.com.
The Governance and Nominating Committee is responsible for identifying individuals qualified
to become members of the Board of Directors, selecting or recommending that the Board select the Funds nominees to be submitted to the stockholders for election as directors of the Fund each year or, if applicable, at a special meeting of
stockholders. In the case of a vacancy in the office of a director, the Governance and Nominating Committee may recommend a nominee to fill such vacancy either through appointment by the Board of Directors or through election by stockholders. The
Governance and Nominating Committee is also responsible for reviewing with the Board the requisite skills and criteria for new Board members as well as the composition of the Board as a whole.
The Governance and Nominating Committee has used an informal process to identify potential candidates for nomination as directors.
Candidates for nomination have been recommended by existing directors, and considered by the Governance and Nominating Committee and the Board of Directors.
11
The Governance and Nominating Committee will consider nominees recommended by stockholders,
provided that such recommendations are made in writing to the Secretary of the Fund at Gateway Center 3, 100 Mulberry Street, Newark, New Jersey 07102. Each recommendation should include a personal biography of the suggested nominee, an indication
of the background or experience that qualifies the person for consideration and a statement that the person has agreed to serve if nominated and elected. Nominees will be evaluated based on the criteria set forth in the Governance and Nominating
Committee Charter, which provides that the Governance and Nominating Committee will take into consideration the criteria approved by the Board of Directors of the Fund, including, but not limited to, the candidates personal and professional
integrity, business judgment, relevant experience and skills (including experience with investment companies and other organizations of comparable purpose, complexity and size and subject to similar legal restrictions and oversight), the potential
to be an effective director on the Board and any committees of the Board and other factors that the Governance and Nominating Committee considers appropriate. The evaluation process does not depend on the source of the recommendation. The relevant
dates and other pertinent information for the submission of stockholder proposals for the following years annual meeting of stockholders are set forth below under Other MattersStockholder Proposals.
The Board does not have a policy regarding Board member attendance at the annual meeting of stockholders. Two directors attended the 2009
annual meeting of stockholders.
Transactions with and Compensation of Directors and Officers
The Funds officers receive no compensation from the Fund. The directors who are interested persons of the Fund or of the
Investment Manager within the meaning of Section 2(a)(19) of the 1940 Act receive no compensation from the Fund. The following table provides information regarding the compensation paid by the Fund for the fiscal year ended December 31,
2009, to the persons who were non-interested directors during such period.
|
|
|
|
|
|
|
|
|
|
|
Name of Director
|
|
Aggregate
Compensation
from Fund
|
|
Pension or Retirement
Benefits Accrued
As Part of
Fund Expenses
|
|
Estimated
Annual
Benefits Upon
Retirement
|
|
Total Compensation
from Fund and
Fund Complex Paid
to
Directors
(1)
|
Edward Y. Baker (Independent Director)
|
|
$
|
44,000
|
|
|
|
|
|
$
|
44,000
|
Vincent Duhamel (Independent Director)
|
|
$
|
6,500
|
|
|
|
|
|
$
|
6,500
|
John A. Hawkins (Independent Director)
|
|
$
|
39,600
|
|
|
|
|
|
$
|
39,600
|
C. William Maher (Independent Director)
|
|
$
|
33,500
|
|
|
|
|
|
$
|
33,500
|
Jonathan J.K. Taylor (Independent Director)
|
|
$
|
38,600
|
|
|
|
|
|
$
|
38,600
|
Tak Lung Tsim
(Independent Director)
|
|
$
|
37,175
|
|
|
|
|
|
$
|
37,175
|
(1)
|
The Fund is one of two investment companies included in the Fund Complex.
|
12
The directors of the Fund do not receive any pension or retirement benefits from the Fund.
Each non-interested director receives fees, paid by the Fund, of (i) $2,500 (or, in the case of the Funds Chairman, $4,000) per directors meeting attended, (ii) $1,500 (or, in the case of any committee chairman, $2,000) per
committee meeting attended and (iii) an annual directors fee of $16,000.
The Investment Manager supervises the
Funds investments, pays the compensation and certain expenses of its personnel who serve as officers of the Fund and receives a management fee for its services. Three of the Funds officers are also officers and/or employees of the
Investment Manager or affiliates thereof.
Director Ownership of Equity Securities in the Fund or Fund Complex
As of December 31, 2009, directors of the Fund beneficially owned the following amounts of equity securities in the Fund and/or Fund
Complex (unless otherwise noted, beneficial ownership is based on sole voting and investment power):
|
|
|
|
|
|
|
Name of Director
|
|
Dollar Range of Equity
Securities in the Fund
|
|
Aggregate Dollar Range of Equity
Securities in
All Registered
Investment Companies Overseen
by Director in Fund Complex
|
John A. Bult (Interested Director)
|
|
|
Over $100,000
|
|
|
Over $100,000
|
|
|
|
Edward Y. Baker (Independent Director)
|
|
$
|
10,001- 50,000
|
|
$
|
10,001- 50,000
|
|
|
|
Vincent Duhamel (Independent Director)
|
|
|
$0
|
|
|
$0
|
|
|
|
John A. Hawkins (Independent Director)
|
|
$
|
10,001- 50,000
|
|
$
|
10,001- 50,000
|
|
|
|
C. William Maher (Independent Director)
|
|
|
$0
|
|
|
$0
|
|
|
|
Jonathan J.K. Taylor (Independent Director)
|
|
$
|
50,001-100,000
|
|
$
|
50,001-100,000
|
|
|
|
Tak Lung Tsim (Independent Director)
|
|
|
$0
|
|
|
$0
|
As of April 5,
2010, the Directors and officers of the Fund as a group beneficially owned less than 1% of the outstanding shares of common stock of the Fund.
Director Ownership of Securities in Investment Advisors or Principal Underwriters of the Fund or Their Affiliates
As of December 31, 2009, non-interested directors of the Fund and their immediate family members owned beneficially or of record the
following securities in investment advisers or principal underwriters of the Fund or the affiliates of such investment advisors and underwriters:
|
|
|
|
|
|
|
|
|
|
|
|
Name of Director
|
|
Name of Owners
and Relationships
to Director
|
|
Company
|
|
Title of
Class
|
|
Value of
Securities
|
|
Percent
of Class
|
John A. Hawkins (Independent Director)
|
|
John and Jennifer Hawkins*
|
|
Baring-Coller Secondaries Fund**
|
|
2 Units***
|
|
$
|
48,394
|
|
Under 1%
|
13
*
|
Joint Account with spouse.
|
**
|
Fund managed by Baring Asset Management Limited, of which the Funds Investment Manager is an indirect subsidiary. The Baring-Coller Secondaries Fund does not own
shares in the Investment Manager.
|
***
|
Each unit is comprised of the following: 500 A shares (nominal non-cumulative redeemable preference shares; par value $0.01); 499 B shares (redeemable equity shares;
par value $0.01); 1 C share (equity share; par value $0.01).
|
Other Director Interests in Investment Advisers or Principal
Underwriters of the Fund or Their Affiliates
As of December 31, 2009, John A. Hawkins, a non-interested director of
the Fund, was named a beneficiary of a discretionary trust for the benefit of his mother, himself, his brother and remoter issue. Northern Trust Fiduciary Services (Guernsey) Limited served as trustee for the trust until its resignation on
September 25, 2009 when Heritage Trust Limited was appointed. Baring Asset Management (C.I.) Limited provided investment advice to the trustee up until its resignation in December 2009 (pending appointment of Bank Sarasin (C.I.) Limited in
January 2010). The instructions from the trustees to Baring Asset Management (C.I.) Limited to transfer the assets was dated December 15, 2009. Baring Asset Management (C.I.) Limited is an indirect subsidiary of Baring Asset Management Holdings
Limited, of which the Investment Manager is also an indirect subsidiary. As of December 9, 2009, Mr. Hawkinss contingent beneficial interest in the trust was approximately $738,486. The discretionary trust does not own shares in our
Investment Manager.
Control Persons And Principal Holders Of Securities
To the best of the Funds knowledge, as of April 16, 2010, the following persons have beneficial ownership of more than 5% of
the outstanding common stock:
|
|
|
|
|
|
Name and Address
of Beneficial Owner
|
|
Amount of
Beneficial Ownership
|
|
Percentage of
Outstanding Class
|
|
City of London Investment Group PLC and City of London Investment Management Company Limited*
|
|
1,300,884
|
|
5.71
|
%
|
*
|
As reported by the City of London Investment Group PLC and City of London Investment Management Company Limited on Schedule 13-G, filed February 9, 2010 (File
No. 005-51363).
|
As of April 16, 2010, all the directors and officers of the Fund, as a group, owned
less than 1% of the outstanding common stock.
14
OTHER ADDITIONAL INFORMATION ABOUT THE FUND
Investment Manager and Administrator
Baring Asset Management (Asia) Limited serves as Investment Manager for the Fund pursuant to an Investment Management Agreement (the
Investment Management Agreement) dated June 30, 2005, between the Fund and the Investment Manager. The Investment Managers offices are located at 1901 Edinburgh Tower, The Landmark, 15 Queens Road Central, Hong Kong. The
Investment Manager is an indirect wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company, 1295 State Street, Springfield, Massachusetts 01111-0001. David J. Brennan is the Chairman of the Investment Manager and his full address is
1901 Edinburgh Tower, The Landmark, 15 Queens Road Central, Hong Kong.
Prudential Investments LLC
serves as the Funds administrator. The administrators offices are located at
4
th
Floor, Gateway Center Three, 100 Mulberry Street,
Newark, New Jersey 07102.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, and Section 30(h) of the 1940 Act as applied to the Fund
require the Funds officers and directors, persons who beneficially own more than 10 percent of a registered class of the Funds own equity securities and certain other persons to file reports of ownership of the Funds securities and
changes in such ownership with the Securities and Exchange Commission and the New York Stock Exchange. Based solely upon its review of the copies of such forms furnished to it, and written representations from certain reporting persons that no
reports on Form 5 were required for those persons, during the fiscal year ended December 31, 2009, the Fund believes that all filings applicable to the Funds officers, directors and ten-percent stockholders required for such fiscal year
were made.
Independent Registered Public Accounting Firm
The Audit Committee of the Board has recommended, and the Board of Directors, including a majority of those members who are non-interested
directors, has selected, KPMG LLP (KPMG) as the independent registered public accounting firm to audit the accounts of the Fund for the fiscal year ended December 31, 2010. KPMG served as the independent registered public accounting
firm to audit the Funds accounts for the fiscal year ended December 31, 2009. The Board does not know of any direct or indirect financial interest of KPMG in the Fund.
KPMG was hired on November 30, 2007. The appointment of KPMG was recommended by the Funds Audit Committee and approved by the
Board of Directors of the Fund on November 30, 2007. Representatives of KPMG are not expected to be present at the 2010 annual meeting.
The aggregate fees billed to the Fund by KPMG for services rendered by KPMG for the fiscal years ended December 31, 2009 and 2008
are described below.
15
Audit Fees
For the fiscal years ended December 31, 2009 and December 31, 2008, the aggregate audit fees billed by KPMG to the Fund are
shown in the table below.
|
|
|
2009
|
|
2008
|
$57,000
|
|
$57,000
|
Fees included in
the audit fees category are those associated with the annual audits of financial statements and services that are normally provided in connection with statutory and regulatory filings or engagements and registration statement consents.
Audit-Related Fees
In each of the fiscal years ended December 31, 2009 and December 31, 2008, the aggregate audit-related fees billed by KPMG for
services rendered for assurance and related services to the Fund that are reasonably related to the performance of the audits or reviews of the Funds semi-annual financial statements, but not reported as audit fees, are shown in the table
below.
Tax Fees
In each of the fiscal years ended December 31, 2009 and December 31, 2008, the aggregate tax fees billed by KPMG for
professional services rendered for tax services for the Fund are shown in the table below.
|
|
|
2009
|
|
2008
|
$23,500
|
|
$16,250
|
Fees included in
the tax fees category comprise all services performed by professional staff in the independent accountants tax division except those services related to audits. This category comprises fees for tax compliance and tax return preparation.
All Other Fees
In each of the fiscal years ended December 31, 2009 and December 31, 2008, the aggregate fees billed by KPMG for all other
non-audit services are shown in the table below.
Fees included in the
all other fees category would consist of services related to internal control reviews, strategy and other consulting, financial information systems design and
16
implementation, consulting on other information systems, and other tax services unrelated to the Fund.
Audit Committee Pre-approval Policies and Procedures
The Funds Audit Committee pre-approves in advance at regularly scheduled Audit Committee meetings all audit and non-audit services
(to the extent that such service directly affects the financial reporting or operations of the Fund) performed by the Funds independent registered public accounting firm for the Fund, the Investment Manager, and any entity controlling,
controlled by, or under common control with the Investment Manager that provides ongoing services to the Fund. If such a service is required between regularly scheduled audit meetings, pre-approval may be authorized by the Chairman of the Audit
Committee. The Chairman will update the Audit Committee at the next regularly scheduled meeting of any interim approval granted.
Services Approved Pursuant to Paragraph (c)(7)(i)(c) of Rule 2-01 of Regulation S-X
There were no services included in Audit Related Fees, Tax Fees and All Other Fees above that were approved by the Funds Audit
Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
For the fiscal years ended December 31,
2009 and December 31, 2008, the aggregate fees for non-audit services rendered on behalf of the Fund (Covered Services), its investment adviser and any entity controlling, controlled by, or under common control with the investment
adviser (Non-covered Services) that provides ongoing services to the Fund are shown in the table below.
|
|
|
|
|
|
|
|
|
2009
|
|
2008
|
Covered Services
|
|
$
|
0
|
|
$
|
0
|
Non-covered Services
|
|
$
|
0
|
|
$
|
0
|
During the past fiscal
year, there were no Covered Services or Non-covered Services required to be considered by the Funds Audit Committee under paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X. Accordingly, the Audit Committee was not required to consider
whether the provision of any Covered Services or Non-covered Services by KPMG would be compatible with maintaining the independence of KPMG.
OTHER MATTERS
The Board of Directors is not aware of any other business to be brought before the meeting other than as set forth above. If, however,
any other matters properly come before the meeting, it is the intention of the persons named in the enclosed proxy form to vote such proxies on such matters in accordance with their discretion.
17
Miscellaneous
Proxies will be solicited by mail and may be solicited in person or by telephone or telegraph by officers of the Fund or personnel of
Prudential Investments LLC, the Funds administrator, or PNC Global Investment Servicing Inc., the Funds transfer agent. The expenses connected with the solicitation of the proxies and with any further proxies that may be solicited by the
Funds officers or personnel of the administrator or the transfer agent in person, by telephone or by telegraph will be borne by the Fund. These expenses are estimated to be approximately $11,000. The Fund will reimburse banks, brokers and
other persons holding the Funds 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 Fund expects that
broker-dealer firms holding shares of the Fund in street name for their customers will request voting instructions from their customers and beneficial owners. If these instructions are not received by the date specified in the
broker-dealer firms proxy solicitation materials, the Fund understands that New York Stock Exchange rules permit the broker-dealers to vote on the proposals on behalf of their customers and beneficial owners. Certain broker-dealers may
exercise discretion over shares held in their name for which no instructions are received by voting these shares in the same proportion as they vote shares for which they received instructions.
A majority of the shares entitled to vote, present in person or represented by proxy, will constitute a quorum at the meeting. The shares
over which broker-dealers have discretionary voting power, the shares that represent broker non-votes (i.e., shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or
persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter), and the shares whose proxies reflect an abstention on any item will all be counted as shares present and entitled to vote
for purposes of determining whether the required quorum of shares exists.
In the event that sufficient votes in favor of any
proposal set forth in the notice of this meeting are not received by June 9, 2010, the persons named as attorneys in the enclosed proxy may propose one or more adjournments of the meeting to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of the holders of a majority of the shares present in person or by proxy at the session of the meeting to be adjourned. The persons named as attorneys in the enclosed proxy will vote in favor of such
adjournment those proxies which they are entitled to vote in favor of the proposal for which further solicitation of proxies is to be made. They will vote against any such adjournment those proxies required to be voted against such proposal.
Abstentions and broker non-votes shall not be counted or voted for purposes of, and accordingly will have no effect on the outcome of, a vote to adjourn the meeting. The costs of any such additional solicitation and of any adjourned session will be
borne by the Fund.
The Funds annual report to stockholders for the fiscal year ended December 31, 2009, was
mailed to stockholders on or about February 26, 2010. The Fund will furnish, without charge, a copy of its 2009 annual report and the most recent semiannual report succeeding that annual report, if any, to any stockholder upon request.
Requests should be directed to the Funds transfer agent, PNC Global Investment Servicing Inc.; telephone: (800) 331-1710.
18
Stockholder Proposals
Stockholder proposals intended to be presented at the Funds 2011 annual meeting of stockholders of the Fund must be received by the
Fund on or before December 31, 2010 in order to be included in the Funds Proxy Statement and form of proxy relating to that meeting.
In addition, the Funds By-Laws provide that if a stockholder of record entitled to vote desires to bring
proposals (including Director nominations) before the 2011 annual meeting of stockholders, written notice of such proposals as prescribed in the By-Laws must be received by the Funds Secretary, Deborah A. Docs, Secretary of the Fund, c/o
Prudential Investments LLC, 4
th
Floor, Gateway Center
Three, 100 Mulberry Street, Newark, New Jersey 07102, not later than 60 days prior to the date of the annual meeting. Written notice must include a brief description of the business to be brought before the annual meeting, the reasons for conducting
such business at the annual meeting, the number of shares of common stock beneficially owned by the proposing stockholder, and any material interest of the proposing stockholder in the proposed business.
If less than 70 days notice of the meeting is given to stockholders, notice of a proposal as prescribed in the By-Laws will be
timely if received by the Secretary of the Fund by the close of business on the tenth day after notice of the annual meeting is provided to the stockholders.
Stockholders are advised to refer to the By-Laws, a current copy of which may be obtained without charge upon request from the
Funds Secretary. If the Fund does not receive timely notice pursuant to the By-Laws, the proposal will be excluded from consideration at the meeting.
Important Notice Regarding Delivery of Shareholder Documents
In accordance with a notice sent to certain street name stockholders who share a single address, only one copy of this Proxy
Statement is being sent to that address unless we received contrary instructions from any shareholder at that address. This practice, known as householding, is designed to reduce our printing and postage costs. However, if any
shareholder residing at such an address wishes to receive a separate copy of this Proxy Statement, he or she may contact their broker, and we will deliver those documents to such shareholder promptly upon receiving the request. If you are receiving
multiple copies of our annual report and proxy statement, you may request householding in the future by contacting your broker.
Stockholder Communications
The Board of Directors has a process for stockholders of the Fund to send communications to it. Any stockholder that wishes to communicate
with the Board of Directors or a specific director may do so by submitting correspondence in writing to the Fund administrator, Prudential Investments LLC, 4th Floor, Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102, referencing
the Fund and specifying the intended addressee. Stockholder communications addressed to the Board of Directors will be forwarded promptly after receipt to the Chairman of the Board for review. The Chairman will review each such communication in
order to determine
19
whether the communication should be relayed directly to each Board member. Stockholder communications that the Chairman determines involve routine matters will be forwarded to the Funds
administrator and/or officers of the Fund for review and response, and the Chairman will report to the full Board, as appropriate, on the nature and substance of such communications. Stockholder communications that the Chairman determines involve
non-routine matters will be forwarded to each member of the Board for review. Stockholder communications addressed to a specific director will be forwarded to the addressee promptly upon receipt.
By order of the Board of Directors,
DEBORAH A. DOCS
Secretary
4
th
Floor
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102
April 30, 2010
20
Proxy THE GREATER CHINA FUND, INC.
|
|
|
|
|
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 9, 2010
|
|
|
|
|
Proxy Tabulator
PO Box 859232
Braintree, MA 02185-9232
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Deborah A. Docs, Grace C. Torres and Brian Corris as Proxies, each with the power to appoint his or her substitute, and
hereby authorizes any or all to represent and to vote all shares of Common Stock of The Greater China Fund, Inc. held of record by the undersigned on April 16, 2010, at the Annual Meeting of Stockholders to be held on June 9, 2010, or any
adjournment thereof. The undersigned hereby further authorizes such proxies to vote in their discretion upon such other matters as may properly come before the Annual Meeting and at any adjournment or postponement thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 1. SHARES WILL BE SO VOTED UNLESS YOU OTHERWISE INDICATE. AS INDICATED ON THE REVERSE OF THIS
CARD. SHARES WILL BE VOTED IN THE DISCRETION OF THE PROXIES UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. SIGN, DATE AND MAIL YOUR
PROXY TODAY.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Authorized Signatures
|
|
This section must be completed for your vote to be counted.
|
|
|
|
|
|
|
|
|
Date and Sign Below
|
|
|
|
|
|
|
|
|
|
|
If shares are held jointly, each Stockholder named should sign. If only one signs, his or her signature will be binding. If the Stockholder is a corporation, the
President or a Vice President should sign in his or her own name, indicating title. If the Stockholder is a partnership, a partner should sign in his or her own name, indicating that he or she is a Partner.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature 1
|
|
|
|
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature 2
|
|
|
|
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Meeting Proxy Card
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED FOR THE PROPOSALS.
Election of Class I Directors The Board of Directors
recommends a vote FOR the nominees listed.
|
|
|
|
Please mark your votes as indicated in this example
|
|
n
|
|
|
|
|
|
|
|
|
1. Nominee
|
|
FOR
|
|
WITHHOLD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
01 John A. Bult
|
|
¨
|
|
¨
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02 Edward Y. Baker
|
|
¨
|
|
¨
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
03 Vincent Duhamel
|
|
¨
|
|
¨
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Voting Items
Change of Address
Please print new address below.
|
|
|
|
Comments
Please print your comments below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PLEASE SIGN ON REVERSE SIDE
GCH-CMN-PXC
Aberdeen Greater China Fund, (NYSE:GCH)
過去 株価チャート
から 6 2024 まで 7 2024
Aberdeen Greater China Fund, (NYSE:GCH)
過去 株価チャート
から 7 2023 まで 7 2024