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The Taiwan Greater China Fund Announces Open-Ending Proposals for Consideration at 2010 Annual Meeting on May 27, 2011

^{Published on 2011-04-13 09:55:26 - Market Wire}
 

HARTFORD, CT--(Marketwire - April 13, 2011) - The Taiwan Greater China Fund (NYSE: [ TFC ]), a diversified closed-end registered investment company listed on the New York Stock Exchange (the "Trust"), announced today that the Trust's Board of Trustees (the "Board" or the "Trustees") has unanimously approved a proposal to convert the Trust from a closed-end investment company to an open-end investment company, subject to shareholder approval at the Trust's 2010 Annual Meeting scheduled for May 27, 2011. The Board is required to submit to shareholders at the 2010 Annual Meeting a binding resolution to convert the Trust into an open-end investment company because the shares of the Trust traded on the New York Stock Exchange (the "NYSE") at an average discount from their NAV of more than 10% during a twelve-week measurement period. The Board has determined that converting to an open-end fund would accomplish the goal of allowing those stockholders that seek liquidity an opportunity to obtain near net asset value for their shares in a manner that is most consistent with the interests of all stockholders of the Trust (the "Open-End Proposal").

Approval of Investment Advisory Agreement and
Sub-Investment Advisory Agreement

In connection with the Open-End Proposal, the Trust also announced today that the Board has voted to approve, and recommend the shareholders of the Trust approve, an Investment Advisory Agreement (the "Proposed Advisory Agreement") between the Trust and CCM Partners, which is based in San Francisco, California. The Proposed Agreement, if approved, will replace the current investment advisory agreement pursuant to which the Trust's current investment adviser, Nanking Road Capital Management, LLC manages the assets of the Trust. At the same meeting, the Board also voted to approve, and recommend the Trust's shareholders approve, an Investment Sub-Advisory Agreement between CCM Partners and Nikko Asset Management Co. Ltd., which is based in Tokyo, Japan. The Board determined that Nikko Asset Management Co. Ltd. had a demonstrated capability to manage assets invested in the Greater China securities markets, including Taiwan, and as sub-adviser to the Trust was prepared to devote experienced research and portfolio management, and assist in marketing the Trust's shares.

The Board determined that if the Trust's shareholders approve the Open-End Proposal, the Trust would need distribution services to sell shares of the Trust to offset redemptions that would occur when the Trust is open-ended. The Board determined that it was in the best interests of the Trust to retain RFS Partners (the "Distributor"), an affiliate of CCM Partners, to provide distribution services to the Trust. The Board selected the Distributor and CCM Partners because it believes they provided a package of distribution, investment advisory and administrative services with appropriate capabilities and a likelihood of reducing expenses of the Trust.

Amendments to the Declaration of Trust Eliminating the
Staggered Term of the Board and to Permit Multiple
Funds to Operate Under the Trust

The Trust also announced today that the Board voted to approve, and recommend its shareholders approve, amendments to the Declaration of Trust eliminating the provision setting the terms of the Trustees at staggered three year intervals and to permit multiple funds to operate under the Trust.

If the Open-End Proposal is approved by the Trust's shareholders, the Trust will be delisted from the NYSE. As such, the requirement of the NYSE that the Trust hold annual meetings will no longer be applicable to the Trust; however, under the Declaration of Trust, annual meetings would still be required in order to vote on the election of Trustees for staggered terms. In an effort to reduce the expenses incurred by the Trust in holding annual meetings, the Board has proposed to eliminate the staggered nature of the term of Trustees and therefore eliminate the need for annual meetings.

To permit the Trust to serve as a platform for other funds that CCM Partners may wish to introduce in the future, the Board has proposed that the Declaration of Trust be amended to provide the Trust with the authority to issue more than one series of shares, with each series representing an interest in a separate fund.

Amendment to the Investment Objective of the Trust to Expand
the Primary Geographic Focus of the Trust's Investments from
the Republic of China to the Greater China Region

The Board has proposed an amendment to the investment objective of the Trust to expand the primary geographic focus of the Trust's investments from the Republic of China to the Greater China region, as it has determined that if the Open-End Proposal is approved by the Trust's shareholders and the Trust becomes an open-end fund, the marketing of the Trust's shares likely would be more viable if the Trust broadened its investment focus from the Republic of China to the Greater China region.

Amendment to the Investment Policies of the Trust to Expand the Geographic Focus
of the Trust's Investments from the Republic of China to the Greater China Region
and to Remove Prohibitions on Certain Investment Activities of the Trust

The Trust also announced today that the Board voted to approve, and recommend its shareholders approve, amendments to the investment policies of the Trust. The proposed substantive changes to the investment policies of the Trust are (i) a revision to the requirement that under normal circumstances at least 80% of the Trust's net assets be invested in investments that are economically tied to the Republic of China, to a requirement that under normal circumstances at least 80% of the Trust's net assets will be invested in investments that are economically tied to the Greater China region (this includes: Taiwan, as well as the People's Republic of China, Hong Kong and Singapore); (ii) removal of the Trust's prohibition on the shorting selling of securities, writing put and call options or engaging in purchases of securities on margin; buying or selling commodities or commodity contracts (including futures contracts on a contract market or other futures market); (iii) removal of the Trust's prohibition on investing in equity securities that are not listed and traded on the Taiwan Stock Exchange; and (iv) removal of the Trust's prohibition on effecting any securities transaction with another trust fund under the Trust's former investment adviser's management.

The Board believes that the revisions to the Trust's investment policies set forth above may provide CCM Partners and Nikko Asset Management Co. Ltd. the flexibility necessary to allow the Trust's assets to be managed in a more efficient manner, consistent with its proposed revised investment objective.

Record and Annual Meeting Date

The Board has set the date of the 2010 Annual Meeting of the Trust's shareholders as May 27, 2011 and has set the record date for that meeting as April 22, 2011. At the Annual Meeting, shareholders will also be asked to consider the election of Trustees The proposals set forth above will be described in greater detail in proxy materials that the Trust will distribute to its shareholders in advance of the Annual Meeting.

The Taiwan Greater China Fund is listed and publicly traded in the United States. The Fund is organized for investment in securities of Taiwan issuers by non-Taiwan investors and currently follows an investment strategy of primarily investing in Taiwan listed companies that derive or expect to derive a significant portion of their revenues from operations in or exports to mainland China.