Taiwan Greater China Fund 0506 Repurchase Offer 2nd Quarter
United
States Securities and Exchange Commission
Washington,
D.C. 20549
Form
N-23c-3
Notification
of Repurchase Offer
Pursuant
to Rule 23c-3 [17 CFR 270.23c-3]
1. Investment
Company Act File Number: 811-05617
Date
of
Notification: May 19, 2006
2. Exact
name of investment company as specified in registration statement.
TAIWAN
GREATER CHINA FUND
3. Address
of principal executive office:
205
DunHua North Road, #1001
Taipei
105, Taiwan
Republic
of China
4. Check
one
of the following:
A. [X] The
notification pertains to a periodic repurchase offer under paragraph (b) of
Rule
23c-3.
B. [
] The
notification pertains to a discretionary repurchase offer under paragraph (c)
of
Rule 23c-3.
C. [ ] The
notification pertains to a periodic repurchase offer under paragraph (b) of
Rule
23c-3 and a discretionary repurchase offer under paragraph (c) of Rule
23c-3.
By:
/s/
Steven R. Champion ____
Steven
R. Champion______________
(Name)
President
and Chief Executive Officer
(Title)
[Letterhead]
205
DunHua North Road, #1001
Taipei
105, Taiwan
Republic
of China
May
19,
2006
Dear
Shareholder:
As
you
may know, in an effort to enhance shareholder value and increase liquidity,
the
Taiwan Greater China Fund (the "Fund") obtained shareholder approval to adopt
an
interval fund structure which requires semi-annual repurchase offers of a
percentage of the Fund's outstanding shares.
In
accordance with its interval status, the Fund is hereby commencing its
repurchase offer for this semi-annual period. In this repurchase offer the
Fund
is offering to repurchase up to 5% of the Fund's outstanding shares. The offer
to repurchase is for cash at a price equal to the Fund's net asset value per
share as determined at the close of regular trading on the Taiwan Stock Exchange
on June 30, 2006 or, if the Taiwan Stock Exchange is not open on June 30, 2006,
at the opening of the New York Stock Exchange on June 30, 2006, the Repurchase
Pricing Date, upon the terms and conditions set forth in the Offer to Repurchase
and the related Repurchase Request Form (which together constitute the
"Repurchase Offer"). If you are not interested in selling any of your shares
at
this time, you do not need to do anything. The Fund will contact you again
in
approximately six months to notify you of the next repurchase offer.
The
deadline for participating in the Repurchase Offer is June 16, 2006, the
Repurchase Request Deadline. The Fund’s net asset value per share may fluctuate
between the Repurchase Request Deadline and the Repurchase Pricing Date. The
Fund has established a record date of May 12, 2006 for identifying shareholders
eligible to receive Repurchase Offer materials. Shareholders who choose to
participate in the Repurchase Offer can expect to receive payment for the shares
repurchased on or before July 7, 2006. The Fund will charge a repurchase fee
on
shares that are repurchased to off-set expenses directly related to the
Repurchase Offer. The repurchase fee will equal 2% of the value of the shares
that are repurchased.
As
of May
12,
2006, the Fund's net asset value per share was $6.71 and
17,769,977 shares were issued and outstanding. The Fund normally calculates
its
net asset value per share each day on which either the Taiwan Stock Exchange
or
the New York Stock Exchange is open for trading. During the Repurchase Offer,
the net asset value per share will continue to be calculated each day on which
either the Taiwan Stock Exchange or the New York Stock Exchange is open for
trading. You can obtain the daily net asset value per share and the daily New
York Stock Exchange closing price of the shares by calling the Fund’s toll free
number at (800) 343-9567.
Neither
the Fund nor the Fund's Board of Trustees is making any recommendation to you
as
to whether you should participate in the Repurchase Offer. The Fund has been
advised that no Trustee or officer of the Fund will participate in the
Repurchase Offer. The Fund and the Board of Trustees urge you to read and
evaluate the Repurchase Offer and related materials carefully and make your
own
decision. Please call the Fund’s toll free number at (800) 343-9567 if you have
any questions or to request additional copies of this Repurchase Offer and
related materials.
Very
truly yours,
TAIWAN
GREATER CHINA FUND
David
Laux
Chairman
OFFER
TO REPURCHASE
*
* * * * * *
OFFER
BY
TAIWAN
GREATER CHINA FUND
TO
REPURCHASE UP TO 5%
OF
ITS ISSUED AND OUTSTANDING
SHARES
OF COMMON STOCK
THIS
REPURCHASE OFFER WILL EXPIRE ON JUNE
16, 2006 AT 5:00 P.M.,
NEW
YORK CITY TIME (THE "REPURCHASE
REQUEST DEADLINE").
____________________________________________________________
THIS
OFFER TO REPURCHASE AND THE ACCOMPANYING REPURCHASE REQUEST FORM (WHICH TOGETHER
CONSTITUTE THE "REPURCHASE
OFFER")
ARE
NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED, BUT ARE SUBJECT
TO OTHER CONDITIONS AS OUTLINED HEREIN AND IN THE REPURCHASE REQUEST
FORM.
NO
PERSON
HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE TAIWAN GREATER
CHINA FUND TO ANY SHAREHOLDER AS TO WHETHER SUCH SHAREHOLDER SHOULD PARTICIPATE
IN THE REPURCHASE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE REPURCHASE OFFER OTHER
THAN THOSE CONTAINED HEREIN AND IN THE REPURCHASE REQUEST FORM. IF GIVEN OR
MADE, ANY SUCH RECOMMENDATION, INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE TAIWAN GREATER CHINA FUND.
May
19,
2006
TABLE
OF
CONTENTS
PAGE
1.
Number
of Shares 1
2.
Price;
Repurchase Fee 1
3.
Increase in Number of Shares Repurchased; Pro Rata Repurchase 1
4.
Purpose of the Repurchase Offer 2
5.
Effect
of the Offer; Source and Amount of Funds 2
6.
Procedure for Participating in the Repurchase Offer 3
7.
Withdrawal Rights 5
8.
Acceptance for Payment and Payment 5
9.
Suspensions and Postponements of Repurchase Offer 6
10.
Net
Asset Value Per Share and Market Price 7
11.
Information with Respect to the Fund 7
12.
Certain Fees and Expenses 7
13.
Miscellaneous 8
14.
Certain Federal Income Tax Consequences 8
15.
Depositary and Information Agent 10
To
the Shareholders of the Taiwan Greater China Fund:
The
Taiwan Greater China Fund's semi-annual offer to repurchase a portion of its
outstanding shares will begin on May 19, 2006. If
you are not interested in selling any of your shares at this time, you do not
need to do anything. You are not required to sell any of your shares during
any
repurchase offer.
This
repurchase offer expires at 5:00 p.m., New York City Time, June 16, 2006 (the
"Repurchase
Request Deadline").
1. Number
of Shares.
Taiwan
Greater China Fund (the "Fund")
is
offering to repurchase up to 5% of its issued and outstanding shares of common
stock (the "Shares")
as of
June 16, 2006 which are presented for repurchase and not withdrawn prior to
the
Repurchase Request Deadline. The Fund has established a record date of May
12,
2006 for identifying shareholders eligible to receive Repurchase Offer
materials.
The
Repurchase Offer is being made to all shareholders of the Fund and is not
conditioned upon any minimum number of Shares being presented for repurchase.
NEITHER THE FUND NOR ITS BOARD OF TRUSTEES IS MAKING ANY RECOMMENDATION TO
YOU
AS TO WHETHER YOU SHOULD PARTICIPATE IN THE REPURCHASE OFFER. The Fund has
been
advised that no Trustee or Officer of the Fund will participate in the
Repurchase Offer.
The
Fund
and the Board urge you to read and evaluate the Repurchase Offer and related
materials carefully and make your own decision. You may, of course, elect to
keep your Shares at this time, in which case you may disregard this Repurchase
Offer and the attached forms.
2. Price;
Repurchase Fee. The
repurchase price for each Share will be the net asset value per Share as
determined at the close of regular trading on the Taiwan Stock Exchange on
June
30, 2006 or, if the Taiwan Stock Exchange is not open on June 30, 2006, at
the
opening of the New York Stock Exchange on June 30, 2006 (the "Repurchase
Pricing Date").
Each
Share repurchased pursuant to the Repurchase Offer will be subject to a
repurchase fee equal to 2% of the net asset value per Share, which will be
deducted from the repurchase price (the "Repurchase
Fee").
Repurchase proceeds will be paid on or before July 7, 2006, or within seven
days
after the Repurchase Pricing Date determined in accordance with Rule 23c-3(a)(4)
under the Investment Company Act of 1940, as amended (the "Investment
Company Act")
(the
"Repurchase
Payment Deadline").
The
Fund
normally calculates the net asset value of its Shares each day on which either
the Taiwan Stock Exchange or the New York Stock Exchange is open for trading.
On
May 12, 2006 the net asset value per Share was $6.71. During the Repurchase
Offer, the net asset value per Share will continue to be calculated each day
on
which either the Taiwan Stock Exchange or the New York Stock Exchange is open
for trading. You can obtain the daily net asset value per Share and the daily
New York Stock Exchange closing price of the Shares by calling the Fund’s toll
free number at (800)
343-9567.
3. Increase
in Number of Shares Repurchased; Pro Rata Repurchases. If
shareholders present more Shares for repurchase than the number of Shares that
the Fund is offering to repurchase, the Fund may (but is not obligated to)
increase the number of Shares that the Fund is offering to repurchase by up
to
two percent (2%) of the number of Shares outstanding as of the Repurchase
Request Deadline. The Fund may increase the number of Shares to be repurchased
or the Fund may decide not to do so. In either case, if the number of Shares
submitted for repurchase exceeds the number of Shares which the Fund is offering
to repurchase, the Fund will repurchase Shares presented for repurchase on
a pro
rata basis. The Fund may, in its discretion, accept all Shares presented for
repurchase by shareholders who own less than 100 Shares and present all their
Shares for repurchase in this Repurchase Offer, before prorating the Shares
presented for repurchase by other shareholders. There
can be no assurance that the Fund will be able to repurchase all the Shares
that
you present for repurchase even if you present for repurchase all of the Shares
that you own. In the event of an oversubscribed Repurchase Offer, you may be
unable to redeem some or all of your investment. You may have to wait until
a
subsequent repurchase offer to present for repurchase the Shares that the Fund
was unable to repurchase, and you will be subject to the risk of net asset
value
fluctuations during that time.
1
As
of May
12, 2006, 17,769,977 Shares were issued and outstanding. The Fund does not
anticipate that the number of Shares outstanding as of the Repurchase Request
Deadline will be materially different.
4. Purpose
of the Repurchase Offer. As
with
many closed-end investment companies, the trading price of the Shares on the
New
York Stock Exchange has historically been at a discount to, i.e.,
lower
than, the net asset value of the Shares. At the Annual Meeting of the
Shareholders on June 21, 2005, shareholders approved a proposal converting
the
Fund to an interval structure, pursuant to which the Fund would make semi-annual
offers to repurchase at least 5%, but not more than 25%, of its outstanding
Shares. The Repurchase Offer will permit participating shareholders to redeem
at
least a portion of their Shares at net asset value less the Repurchase Fee,
while preserving the Fund as an investment vehicle seeking long-term capital
appreciation for the shareholders that do not participate in the Repurchase
Offer.
5. Effect
of the Offer; Source and Amount of Funds. The
actual cost to the Fund of the Repurchase Offer cannot be determined at this
time because the number of Shares to be repurchased will depend on the number
presented for repurchase and the price will be based on the net asset value
per
Share on the Repurchase Pricing Date. If the net asset value per Share on the
Repurchase Pricing Date is the same as the net asset value per Share on May
12,
2006 ($6.71 per Share), and if 5% of the outstanding Shares are repurchased
pursuant to the Repurchase Offer, the cost to the Fund (excluding expenses
and
the Repurchase Fee) would be approximately $5,961,827.
The
monies to be used by the Fund to repurchase Shares pursuant to the Repurchase
Offer will be obtained from cash and liquid securities in the Fund's investment
portfolio.
The
Repurchase Offer may have certain adverse consequences for participating and
non-participating shareholders:
FLUCTUATION
IN NET ASSET VALUE BETWEEN THE REPURCHASE REQUEST DEADLINE AND THE REPURCHASE
PRICING DATE:
You must
decide whether to participate in the Repurchase Offer by the Repurchase Request
Deadline but the net asset value per Share at which the Fund will repurchase
Shares will not be calculated until the Repurchase Pricing Date. The net asset
value of the Shares may fluctuate between the Repurchase Request Deadline and
the Repurchase Pricing Date, and there can be no assurance that the net asset
value of the Shares on the Repurchase Pricing Date will be as high as the net
asset value of the Shares on the Repurchase Request Deadline. Pursuant to
applicable law, the Fund may use a Repurchase Pricing Date earlier than June
30,
2006, if, on or immediately following the Repurchase Request Deadline, it
appears that the use of an earlier Repurchase Pricing Date is not likely to
result in significant dilution of the net asset value of the Shares that are
presented for repurchase in the Repurchase Offer or the Shares that are not
so
presented for repurchase.
POSSIBLE
PRORATION:
If
greater than 5% of the Fund's Shares are presented for repurchase pursuant
to
the Repurchase Offer, the Fund will be required to repurchase Shares tendered
on
a pro rata basis, subject to certain exceptions described in Section 3 above.
Accordingly, you cannot be assured that all of the Shares that you present
for
repurchase will in fact be repurchased.
RECOGNITION
OF CAPITAL GAINS:
The Fund
may be required to sell portfolio securities pursuant to the Repurchase Offer,
in which event it might recognize capital gains. The Fund expects that it would
distribute any such gains to shareholders (reduced by net capital losses
realized during the fiscal year, if any) following the end of its fiscal year
on
December 31. This recognition and distribution of gains, if any, would have
two
negative consequences: first, shareholders at the time of declaration of the
distributions would be required to pay taxes on a greater amount of capital
gain
distributions than otherwise would be the case; and second, to raise cash to
make the distributions, the Fund might need to sell additional portfolio
securities, thereby possibly realizing and recognizing additional capital gains.
It is impossible to predict the amount of capital gains or losses that would
be
realized and recognized. In addition, some of the distributed gains may be
realized on securities held for one year or less, which would generate income
taxable to the shareholders at ordinary income rates.
2
TAX
CONSEQUENCES OF REPURCHASES TO SHAREHOLDERS:
The
Fund's repurchase of Shares pursuant to the Repurchase Offer will have tax
consequences for participating shareholders and may have tax consequences for
non-participating shareholders. See Section 14, "Certain Federal Income Tax
Consequences," below.
HIGHER
EXPENSE RATIO AND LESS INVESTMENT FLEXIBILITY:
The
reduced net assets of the Fund as a result of the Fund's semi-annual Repurchase
Offers will, over time, result in a higher expense ratio for the Fund, and
possibly in less investment flexibility for the Fund, depending on the number
of
Shares repurchased.
6. Procedure
For Participating in the Repurchase Offer.
You
may
submit some or all of your Shares for repurchase by delivering or mailing a
Repurchase Request Form or facsimile thereof (together with certificates and
other required documents) to the Depositary at the appropriate address set
forth
at the end of this Repurchase Offer or by following the procedures for
book-entry delivery set forth below (and causing a confirmation of receipt
of
such delivery to be received by the Depositary). In lieu of the foregoing,
you
can comply with the guaranteed delivery procedures set forth below.
A. Presentation
of Shares for Repurchase.
To
submit
Shares properly for repurchase, the certificates for Shares, together with
a
properly completed and duly executed Repurchase Request Form (or facsimile
thereof) and any other documents required by the Repurchase Request Form, must
be received prior to the Repurchase Request Deadline by the Depositary at the
appropriate address set forth at the end of this Repurchase Offer, except as
otherwise provided below in this Section. Repurchase
Request Forms and certificates representing tendered Shares should NOT be sent
or delivered directly to the Fund.
B. Shares
Held by Nominees.
If
your
Shares are registered in the name of a broker, dealer, commercial bank, trust
company or other nominee, you should contact such firm if you desire to
participate in the Repurchase Offer. You may be charged fees by such firm for
processing the documentation required to participate in the Repurchase
Offer.
C. Shares
Purchased through Dividend Reinvestment Plan.
The
Fund's transfer agent holds Shares in uncertificated form for certain
shareholders pursuant to the Fund's dividend reinvestment plan. You may submit
all such uncertificated Shares for repurchase by completing the appropriate
section in the Repurchase Request Form or the Notice of Guaranteed Delivery.
D. Book-Entry
Delivery Procedures.
The
Depositary will establish accounts with respect to the Shares at the Depository
Trust Company ("DTC")
for
purposes of the Repurchase Offer within two business days after the date of
this
Offer to Repurchase. Any financial institution that is a participant in DTC's
system may make delivery of Shares submitted for repurchase by causing DTC
to
transfer such Shares into the Depositary's account in accordance with DTC's
procedure for such transfer. However, although delivery of Shares may be
effected through transfer into the Depositary's account at DTC, the Repurchase
Request Form (or facsimile thereof), with any required signature guarantee
and
any other required documents, must, in any case, be transmitted to and received
by the Depositary at the appropriate address set forth at the end of this
Repurchase Offer before the Repurchase Request Deadline, or the shareholder
must
comply with the guaranteed delivery
3
procedures
described below. Delivery of documents to DTC in accordance with
DTC's
procedures
does not constitute delivery to the Depositary.
E. Guaranteed
Delivery Procedures.
If
certificates for Shares are not immediately available or time will not permit
the Repurchase Request Form and other required documents to reach the Depositary
prior to the Repurchase Request Deadline, Shares may nevertheless be submitted
for repurchase provided that all of the following conditions are
satisfied:
| |
(a)
|
such
requests for repurchase are made by or through an Eligible Institution
(as
defined in subsection F. below);
|
| |
(b)
|
the
Depositary receives, prior to the Repurchase Request Deadline, a
properly
completed and duly executed Notice of Guaranteed Delivery substantially
in
the form provided by the Fund (delivered either by hand, mail, telegram,
telex or facsimile transmission);
and
|
| |
(c)
|
the
certificates for all Shares submitted for repurchase, or book-entry
confirmation, as the case may be, together with a properly completed
and
duly executed Repurchase Request Form and any other documents required
by
the Repurchase Request Form, are received by the Depositary within
three
New York Stock Exchange trading days after receipt by the Depositary
of
such Notice of Guaranteed Delivery.
|
F. Signature
Guarantees.
Signatures
on all Repurchase Request Forms must be guaranteed by a member firm of a
registered national securities exchange, a member of the National Association
of
Securities Dealers, Inc. or a commercial bank, credit union, savings association
or trust company having an office, branch or agency in the United States or
other entity, which is, in each case, a member in good standing of the Medallion
Signature Guarantee Program (each being hereinafter referred to as an
"Eligible
Institution"),
in
cases where Shares are tendered:
| · |
by
a registered holder of Shares who has completed either the box entitled
"Special Payment Instructions" or the box entitled "Special Delivery
Instructions" on the Repurchase Request Form; or
|
| · |
for
the account of an institution that is not an Eligible
Institution.
|
See
Instruction 1 of the Repurchase Request Form.
If
the
certificates are registered in the name of a person other than the signer of
the
Repurchase Request Form, or if payment is to be made to a person other than
the
registered owner of the certificates surrendered, then the certificates must
be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name or names of the registered owner or owners appear on the
certificates, with the signature(s) on the certificates or stock powers
guaranteed as set forth in the previous paragraph. See Instruction 6 of the
Repurchase Request Form.
G. Determination
of Validity.
THE
METHOD OF DELIVERY OF THE CERTIFICATES REPRESENTING SHARES, THE REPURCHASE
REQUEST FORM, AND ALL OTHER DOCUMENTS IS AT YOUR OPTION AND RISK. IF YOU WISH
TO
DELIVER SHARES AND OTHER DOCUMENTS BY MAIL, WE RECOMMEND THAT YOU USE INSURED
REGISTERED MAIL, RETURN RECEIPT REQUESTED. IT IS YOUR RESPONSIBILITY TO CAUSE
THE CERTIFICATES, THE REPURCHASE REQUEST FORM AND ANY OTHER DOCUMENTS TO BE
TIMELY DELIVERED.
TO
PREVENT BACKUP WITHHOLDING ON PAYMENTS MADE FOR THE REPURCHASE OF SHARES
PURSUANT TO THE REPURCHASE OFFER, YOU MUST PROVIDE THE DEPOSITARY WITH YOUR
CORRECT TAXPAYER IDENTIFICATION NUMBER BY COMPLETING THE SUBSTITUTE FORM W-9
INCLUDED WITH THE REPURCHASE REQUEST FORM (EVEN IF YOU HAVE PREVIOUSLY COMPLETED
4
SUCH
A
FORM). IF YOU ARE NOT A CITIZEN OR A RESIDENT OF THE UNITED STATES, YOU MAY
BE
ABLE TO SATISFY THIS REQUIREMENT BY PROVIDING A CERTIFICATE OF FOREIGN STATUS
(FORM W-8) TO THE DEPOSITARY IN LIEU OF THE SUBSTITUTE FORM W-9. SEE SECTION
14,
"CERTAIN FEDERAL INCOME TAX CONSEQUENCES," BELOW.
All
questions as to the validity, form, eligibility (including, for example, time
of
receipt) and acceptance of any repurchase requests will be determined by the
Fund or one of its agents on behalf of the Fund in its sole discretion and
that
determination will be final and binding. The Fund reserves the absolute right
(i) to reject any and all repurchase requests for Shares determined not to
be in
proper form, or refuse to accept for payment, purchase or pay for any Shares
if,
in the opinion of the Fund's counsel, accepting, repurchasing or paying for
such
Shares would be unlawful and (ii) to waive any of the conditions of the
Repurchase Offer or any defect or irregularity in the submission of any Shares
for repurchase, whether in general or with respect to any particular Shares
or
shareholders. The Fund's determination or the determination by any agent for
and
on behalf of the Fund of any defect or irregularity in the submission of any
Shares for repurchase and its interpretation of the terms and conditions of
the
Repurchase Offer (including the Repurchase Request Form and the Instructions
thereto) shall be final and binding.
Unless
waived, any defects or irregularities in connection with repurchase requests
must be cured within the times as the Fund shall determine. Repurchase requests
will not be deemed to have been made until all defects or irregularities have
been cured or waived. None of the Fund, the Information Agent, the Depositary
or
any other person shall be under any duty to give notice of any defects or
irregularities in repurchase requests, and none shall incur any liability for
failure to give such notification.
7. Withdrawal
Rights. You
may
withdraw a request to repurchase Shares made pursuant to the Repurchase Offer
at
any time prior to the Repurchase Request Deadline. Additionally, you may
increase or decrease the amount of Shares presented for repurchase prior to
the
Repurchase Request Deadline. After the Repurchase Request Deadline, all
repurchase requests made pursuant to the Repurchase Offer will be irrevocable.
The
net asset value per Share of the Fund may increase or decrease between the
Repurchase Request Deadline and the Repurchase Pricing Date, and between the
Repurchase Pricing Date and the Repurchase Payment
Deadline.
To
be
effective, a written, telegraphic or facsimile transmission notice of withdrawal
must be timely received by the Depositary at the address set forth at the end
of
this Repurchase Offer. Any notice of withdrawal must specify the name of the
person who executed the particular Repurchase Request Form or Notice of
Guaranteed Delivery, the number of Shares to be withdrawn and, if certificates
have been delivered or otherwise identified to the Depositary, the name of
the
holder of record and the serial numbers of the certificates representing the
Shares to be withdrawn. If Shares have been delivered pursuant to the procedure
for book-entry delivery as set forth in Section 6, "Procedure for Participating
in the Repurchase Offer," any notice of withdrawal also must specify the name
and the number of the account at DTC to be credited with the withdrawn Shares
(which must be the same name and number from which the Shares were submitted),
and must otherwise comply with DTC's procedures.
All
questions as to the form, validity, and eligibility (including, for example,
time of receipt) of notices of withdrawal will be determined by the Fund or
its
agent in its sole discretion and that determination will be final and binding.
None of the Fund, the Information Agent, the Depositary or any other person
will
be under any duty to give notification of any defects or irregularities in
any
notice of withdrawal, and none shall incur any liability for failure to give
any
such notification.
Any
Shares timely and properly withdrawn will be deemed not duly submitted for
purposes of the Repurchase Offer. Shares may be submitted again after a
withdrawal has been made if the necessary documents and procedures for the
submission of Shares for participation in the Repurchase Offer are followed
within the time periods as described the Repurchase Offer.
8. Acceptance
for Payment and Payment. Upon
the
terms and subject to the conditions of the Repurchase Offer, the Fund will
accept for payment, and will pay for, Shares
5
submitted
for repurchase on or before the Repurchase Request Deadline and not properly
withdrawn in accordance with Section 7, "Withdrawal Rights", as soon as
practicable after the Repurchase Request Deadline but in no event prior to
the
Repurchase Pricing Date. The Fund expressly reserves the right, in its sole
discretion, to delay the acceptance for payment of, or payment for, Shares,
in
order to comply in whole or in part with any applicable law.
The
per-Share consideration paid to any shareholder pursuant to the Repurchase
Offer
will be the highest per-Share consideration paid to any other shareholder during
the Repurchase Offer. In all cases, payment for Shares submitted for repurchase
and accepted for payment pursuant to the Repurchase Offer will be made only
after timely receipt by the Depositary of certificates for such Shares (or
confirmation of the book-entry transfer of such Shares), a properly executed
Repurchase Request Form (or facsimile thereof) and any other documents required
by the Repurchase Request Form.
For
purposes of the Repurchase Offer, the Fund will be deemed to have accepted
for
payment, and thereby repurchased, Shares properly submitted to the Fund and
not
withdrawn, if, and as of when the Fund gives oral or written notice to the
Depositary of its acceptance for payment of such Shares. Payment for Shares
accepted for payment pursuant to the Repurchase Offer will be made by deposit
of
the aggregate repurchase price (less the aggregate Repurchase Fee) with the
Depositary, which will act as agent for the shareholders for purposes of
receiving payment from the Fund and transmitting payment to the shareholders.
Under no circumstances will the Fund pay interest on the repurchase price of
the
Shares repurchased by the Fund, regardless of any delay in making such payment.
If any Shares submitted for repurchase are not accepted for payment pursuant
to
the terms and conditions of the Repurchase Offer for any reason, or are not
paid
for because of an invalid submission for repurchase, or if certificates are
submitted for more Shares than are repurchased, certificates for such
unrepurchased Shares will be returned, without expense to the submitting
shareholder, as soon as practicable following expiration of the Repurchase
Offer. Shares delivered by book-entry transfer into the Depositary's account
at
DTC as described in Section 6, "Procedure for Participating in the Repurchase
Offer," which are to be returned will be credited to an account maintained
within DTC. Shares which are to be returned and which were held in
uncertificated form by the Fund's transfer agent pursuant to the Fund's dividend
reinvestment plan will be returned to the dividend reinvestment plan account
maintained by the transfer agent.
If
the
Fund is delayed in its acceptance for payment of, or in its payment for, Shares
for any reason, then, without prejudice to the Fund's rights under this
Repurchase Offer, the Depositary may, nevertheless, on behalf of the Fund,
retain submitted Shares, and such Shares may not be withdrawn unless and except
to the extent submitting shareholders are entitled to withdrawal rights as
described in Section 7, "Withdrawal Rights."
Shares
submitted for repurchase pursuant to the Repurchase Offer will be subject to
the
Repurchase Fee, which will be paid to the Fund and is reasonably intended to
compensate the Fund for expenses directly related to the Repurchase Offer.
Except for the Repurchase Fee and except for any fee described in Section 6.B
above, shareholders that submit Shares for repurchase will not be obligated
to
pay brokerage commissions, fees or, except in the circumstances described in
Instruction 7 of the Repurchase Request Form, transfer taxes on the repurchase
of Shares by the Fund.
9. Suspensions
and Postponements of Repurchase Offer. The
Board
of Trustees of the Fund may suspend or postpone the Repurchase Offer only by
a
vote of a majority of the Board, including a majority of Trustees who are not
"interested persons" as defined in the Investment Company Act, and
only:
| |
(i)
|
if
the Repurchase Offer would cause the Fund to lose its status as a
regulated investment company under Subchapter M of the Internal Revenue
Code;
|
| |
(ii)
|
if
the Repurchase Offer would cause the Shares to be neither listed
on any
national securities exchange nor quoted on any inter-dealer quotation
system of a national securities
association;
|
6
| |
(iii)
|
for
any period during which the New York Stock Exchange or any market
in which
the securities owned by the Fund are principally traded is closed,
other
than customary weekend and holiday closings, or during which trading
on
such market is restricted;
|
| |
(iv)
|
for
any period during which an emergency exists as a result of which
disposal
by the Fund of securities owned by it is not reasonably practicable,
or
during which it is not reasonably practicable for the Fund fairly
to
determine the value of its net assets;
or
|
| |
(v)
|
for
such other periods as the U.S. Securities and Exchange Commission
may by
order permit for the protection of shareholders of the
Fund.
|
If
the
Repurchase Offer is suspended or postponed, the Fund will provide notice to
shareholders of such suspension or postponement.
10. Net
Asset Value Per Share and Market Price. The
Shares currently trade on the New York Stock Exchange under the symbol "TFC."
The following table sets forth, on a quarterly basis, the Fund’s high and low
net asset values per Share and the high and low closing prices of the Shares
for
the eight calendar quarters ended prior to the date of this Repurchase
Offer.
|
Period
|
Net
Asset Value Per Share
|
Market
Price*
|
| |
High
|
Low
|
High
|
Low
|
|
2004
|
|
|
|
|
|
1st
Quarter
|
$5.70
|
$5.09
|
$5.15
|
$4.43
|
|
2nd
Quarter
|
$5.66
|
$4.41
|
$4.88
|
$3.85
|
|
3rd
Quarter
|
$4.91
|
$4.28
|
$4.43
|
$3.94
|
|
4th
Quarter
|
$5.37
|
$4.57
|
$4.90
|
$4.17
|
|
2005
|
|
|
|
|
|
1st
Quarter
|
$5.59
|
$5.02
|
$5.17
|
$4.51
|
|
2nd
Quarter
|
$5.66
|
$4.97
|
$5.17
|
$4.52
|
|
3rd
Quarter
|
$5.70
|
$5.08
|
$5.30
|
$4.71
|
|
4th
Quarter
|
$5.87
|
$4.79
|
$5.36
|
$4.48
|
|
2006
|
|
|
|
|
|
1st
Quarter
|
$6.27
|
$5.75
|
$6.06
|
$5.28
|
*
As
reported by the New York Stock Exchange.
The
net
asset value per Share computed as of the close of business on May 12, 2006
was
$6.71. On May 12, 2006 the
high,
low and closing prices of the Shares as reported on the New York Stock Exchange
were $6.41,
$6.22 and $6.24, respectively.
11. Information
with Respect to the Fund. The
Fund
is a closed-end, diversified management investment company organized as a
Massachusetts business trust. As a closed-end investment company, the Fund
differs from an open-end investment company (i.e., a mutual fund) in that it
does not redeem its Shares at the election of a shareholder and does not
continuously offer its shares for sale to the public.
12. Certain
Fees and Expenses. The
Fund
will not pay to any broker or dealer, commercial bank, trust company or other
person any solicitation fee for any Shares repurchased pursuant to the
Repurchase Offer. The Fund will reimburse such persons for customary handling
and mailing expenses incurred in forwarding the Repurchase Offer. No such
broker, dealer, commercial bank or trust company has been authorized to act
as
the agent of the Fund or the Depositary for purposes of the Repurchase
Offer.
The
Fund
has retained American Stock Transfer & Trust Company to act as Depositary
and The Altman Group to act as Information Agent. The Fund will pay each of
the
Depositary and the Information Agent reasonable and customary compensation
for
their services, reimburse each of the Depositary and Information Agent for
certain out-of-pocket expenses and indemnify each of the Depositary and the
Information Agent against certain liabilities.
7
13. Miscellaneous.
The
Repurchase Offer is not being made to, nor will the Fund accept repurchase
requests from, shareholders residing in any state or other jurisdiction in
which
the Repurchase Offer or its acceptance would not be in compliance with the
securities, Blue Sky or other laws of such jurisdiction.
14. Certain
Federal Income Tax Consequences. The
following discussion describes certain U.S. federal income tax consequences
of
the repurchase of Shares in the Repurchase Offer. Except where noted, it deals
only with Shares held as capital assets and does not deal with special
situations, such as those of dealers in securities or commodities, traders
in
securities that elect to mark their holdings to market, insurance companies,
financial institutions, tax-exempt entities, regulated investment companies,
real estate investment trusts, non-U.S. persons, persons holding Shares as
a
part of a hedging, conversion or constructive sale transaction or a straddle
or
persons whose functional currency is not the U.S. dollar. Furthermore, the
discussion below is based upon the provisions of the Internal Revenue Code
of
1986, as amended (the "Code"),
and
regulations, administrative rulings and judicial decisions thereunder as of
the
date hereof. Such authorities may be amended, repealed, revoked or modified,
either prospectively or retroactively, so as to result in U.S. federal income
tax consequences different from those discussed below. YOU SHOULD CONSULT YOUR
OWN TAX ADVISOR CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF
PARTICIPATING IN THE REPURCHASE OFFER IN LIGHT OF YOUR PARTICULAR SITUATION,
AND
CONCERNING ANY CONSEQUENCES ARISING UNDER THE LAWS OF ANY OTHER TAXING
JURISDICTION.
A
redemption of Shares for cash in the Repurchase Offer will be a taxable
transaction for U.S. federal income tax purposes. Each redeeming shareholder
will, depending on such shareholder's particular circumstances, be treated
either as recognizing gain or loss from the disposition of the Shares or as
receiving a dividend distribution from the Fund. Under Section 302(b) of the
Code, a sale of Shares pursuant to the Repurchase Offer generally will be
treated as a sale or exchange if: (a) it results in a complete termination
of
the shareholder's interest in the Fund, (b) it results in a substantially
disproportionate redemption with respect to the shareholder, or (c) the receipt
of cash by the shareholder is not "essentially equivalent to a dividend." If
none of those tests is met for a particular shareholder, the amount such
shareholder receives pursuant to the Repurchase Offer will be treated as a
distribution, as described below. In determining whether any of the Section
302(b) tests has been met, a shareholder generally must take into account not
only the Shares directly owned by the shareholder, but also any Shares that
the
shareholder is deemed to own under certain constructive ownership rules set
forth in Section 318 of the Code.
A
sale
pursuant to the Repurchase Offer will result in a complete termination with
respect to a shareholder if, after the sale, the shareholder no longer owns
any
Fund Shares, either directly or constructively. A sale pursuant to the
Repurchase Offer will result in a substantially disproportionate redemption
if
the shareholder’s proportionate ownership of Fund Shares after all repurchases
pursuant to the Repurchase Offer is less than 80% of the shareholder’s
proportionate ownership prior to the Repurchase Offer (in each case, taking
account of Shares owned directly and constructively). The receipt of cash by
a
shareholder generally will not be "essentially equivalent to a dividend" so
long
as the repurchases pursuant to the Repurchase Offer meaningfully reduce the
shareholder’s proportionate ownership of Fund Shares (again, taking account of
Shares owned directly and constructively).
Sale/Exchange
Treatment.
If a
shareholder qualifies for sale or exchange treatment under Section 302(b),
such
shareholder will recognize a capital gain or loss equal to the difference
between the price paid by the Fund for the Shares purchased in the Repurchase
Offer and the Shareholder's adjusted basis in such Shares. In general, such
capital gain or loss will be a long-term capital gain or loss if the Shares
have
been held for more than twelve months and otherwise will be a short-term capital
gain or loss. If, however, the Shares have been held for six months or less,
any
loss recognized on the sale will be treated as a long-term capital loss to
the
extent of any distributions of net capital gain that have been made on the
Shares.
8
Dividend/Distribution
Treatment.
If a
shareholder does not qualify for sale or exchange treatment under Section
302(b), amounts received pursuant to the Repurchase Offer will be treated as
a
dividend to the extent of the shareholder's allocable share of the Fund's
current and accumulated earnings and profits. Any amount in excess of the
shareholder's allocable share of the Fund's current and accumulated earnings
and
profits will be treated as a non-taxable return of capital to the extent of
the
shareholder’s adjusted basis in the Shares, with the remainder, if any, treated
as a capital gain. If the deemed distribution is not sufficient to exhaust
the
shareholder’s adjusted basis in the Shares repurchased, any remaining basis will
be spread over the remaining Shares held by the shareholder.
If
the
payment for any repurchase of Shares pursuant to the Repurchase Offer is treated
as a distribution rather than as an exchange, then any shareholder whose
proportionate interest in the Fund increases as a result of the Repurchase
Offer, including non-tendering shareholders, could be deemed to have received
a
taxable stock distribution under certain circumstances. You are urged to consult
your own tax advisor regarding the possibility of such deemed distributions
resulting from the repurchase of Shares pursuant to the Repurchase
Offer.
Tax
Withholding.
The
Depositary will withhold U.S. federal income tax at the rate of 30% on any
payment to a shareholder who is not a "United States person" under the Code
(a
"Non-U.S. Shareholder") unless the Depositary determines that a reduced rate
of
withholding is available pursuant to a tax treaty or that an exemption from
withholding is applicable because such gross proceeds are effectively connected
with the conduct of a trade or business within the U.S. In order to obtain
a
reduced rate of withholding pursuant to a tax treaty, a Non-U.S. Shareholder
must deliver to the Depositary before the payment a properly completed and
executed Internal Revenue Service ("IRS")
Form
W-8BEN. In order to obtain an exemption from withholding on the grounds that
the
gross proceeds paid pursuant to the Repurchase Offer are effectively connected
with the conduct of a trade or business within the U.S., a Non-U.S. Shareholder
must deliver to the Depositary before the payment a properly completed and
executed IRS Form W-8ECI. The Depositary will determine a shareholder’s status
as a Non-U.S. Shareholder and eligibility for a reduced rate of, or exemption
from, withholding by reference to any outstanding certificates or statements
concerning eligibility for a reduced rate of, or exemption from, withholding
(e.g., IRS Forms W-8BEN or W-8ECI) unless facts and circumstances indicate
that
such reliance is not warranted. A Non-U.S. Shareholder will generally be
eligible to obtain a refund of all or a portion of any tax withheld if such
shareholder qualifies for sale or exchange treatment as described above,
provided that the Non-U.S. Shareholder files an appropriate tax return or refund
claim with the IRS within the time period applicable to such claims. Non-U.S.
Shareholders are urged to consult their own tax advisors regarding the
application of federal income tax withholding, including eligibility for a
withholding tax reduction or exemption, and the refund procedure.
In
addition, the Depositary will apply backup withholding at the rate of 28% on
any
payment to a non-corporate shareholder who does not complete and return the
Substitute Form W-9 included with the Repurchase Request Form. Backup
withholding is not an additional tax, and any amount withheld may be claimed
as
a credit or refund on a timely-filed U.S. federal income tax return. Backup
withholding generally will not be applied to amounts subject to the 30%
withholding described in the preceding paragraph.
THE
TAX
DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY. YOU ARE
URGED TO CONSULT YOUR OWN TAX ADVISOR TO DETERMINE THE PARTICULAR TAX
CONSEQUENCES TO YOU OF THE REPURCHASE OFFER, INCLUDING THE APPLICABILITY AND
EFFECT OF STATE, LOCAL AND FOREIGN TAX LAWS.
9
| 14. |
Depositary
and Information Agent.
|
The
Repurchase Request Form and certificates for your Shares should be sent or
delivered by you, your broker, dealer, commercial bank, trust company or other
nominee to the Depositary as set forth below.
DEPOSITARY:
American
Stock Transfer & Trust Company
|
BY
FIRST CLASS MAIL:
|
BY
REGISTERED, CERTIFIED, EXPRESS MAIL OR OVERNIGHT COURIER:
|
BY
HAND:
|
|
Taiwan
Greater China Fund
c/o
American Stock Transfer & Trust Company
Operations
Center
Attn:
Reorganization Department
6201
15th
Avenue
Brooklyn,
NY 11219
U.S.A.
|
Taiwan
Greater China Fund
c/o
American Stock Transfer & Trust Company
Operations
Center
Attn:
Reorganization Department
6201
15th
Avenue
Brooklyn,
NY 11219
U.S.A.
|
Taiwan
Greater China Fund
c/o
American Stock Transfer & Trust Company
Attn:
Reorganization Department
59
Maiden Lane
New
York, NY 10038
U.S.A.
|
Any
questions or requests for assistance or additional copies of this Offer to
Repurchase, the Repurchase Request Form, the Notice of Guaranteed Delivery
and
other documents may be directed to the Information Agent at its telephone number
and location listed below. You may also contact your broker, dealer, commercial
bank or trust company or other nominee for assistance concerning the Repurchase
Offer.
The
Information Agent for the Repurchase Offer is:
The
Altman Group
60
East
42nd Street, Suite 405
New
York,
New York 10165
U.S.A.
Telephone:
(212) 400-2605
Toll
Free: (800) 814-0979
10
REPURCHASE
REQUEST FORM
*
* * * * * *
To
Accompany Certificate(s) for Shares of Common Stock
or
Repurchase Request of Uncertificated Shares
of
TAIWAN
GREATER CHINA FUND
Presented
for Repurchase Pursuant to the Offer to Repurchase
Dated
May
19, 2006
THE
REPURCHASE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON JUNE 16, 2006
("REPURCHASE
REQUEST DEADLINE").
*
* * * * * *
THE
DEPOSITARY FOR THE REPURCHASE OFFER IS:
AMERICAN
STOCK TRANSFER & TRUST COMPANY
|
BY
FIRST CLASS MAIL:
|
BY
REGISTERED, CERTIFIED, EXPRESS MAIL OR OVERNIGHT COURIER:
|
BY
HAND:
|
|
Taiwan
Greater China Fund
c/o
American Stock Transfer & Trust Company
Operations
Center
Attn:
Reorganization Department
6201
15th
Avenue
Brooklyn,
NY 11219
U.S.A.
|
Taiwan
Greater China Fund
c/o
American Stock Transfer & Trust Company
Operations
Center
Attn:
Reorganization Department
6201
15th
Avenue
Brooklyn,
NY 11219
U.S.A.
|
Taiwan
Greater China Fund
c/o
American Stock Transfer & Trust Company
Attn:
Reorganization Department
59
Maiden Lane
New
York, NY 10038
U.S.A.
|
Description
of Shares Presented for Repurchase
|
Name(s)
and Addresses of Registered Holder(s)
Please
Fill in, if Blank, Exactly as Name(s) Appear(s) on
Certificate(s)):
|
Shares
Presented for Repurchase ***
(Attach
an additional signed list if necessary)
|
| |
Certificate
Number(s)*
|
Total
Number of Shares Evidenced by Certificates**
|
Number
of Shares Presented for Repurchase
|
Dividend
Reinvestment Shares Presented for Repurchase
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
Total
Shares Presented for Repurchase:
|
|
|
|
* Need
not
be completed by shareholders who present Shares for repurchase by book-entry
transfer.
** Unless
otherwise indicated, it will be assumed that all Shares evidenced by any
certificates delivered to the Depositary are being presented for repurchase.
See
Instruction 5.
*** If
the
Shares being presented for repurchase are Shares held by the Fund's transfer
agent pursuant to the Fund's dividend reinvestment plan, shareholders should
so
indicate on page 4.
[___] I
have lost my certificate(s) for Shares of the Fund and require assistance with
respect to replacing such certificate(s). See Instruction
3.
THE
METHOD OF DELIVERY OF THIS REPURCHASE REQUEST FORM, THE CERTIFICATES FOR SHARES
AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY
TRANSFER FACILITY, IS AT YOUR OPTION AND RISK, AND EXCEPT AS OTHERWISE PROVIDED
IN INSTRUCTION 2, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED
BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IT IS YOUR RESPONSIBILITY TO CAUSE
THIS REPURCHASE REQUEST FORM, THE CERTIFICATES AND ALL OTHER DOCUMENTS TO BE
TIMELY DELIVERED.
This
Repurchase Request Form is to be used (a) if you desire to present your Shares
for participation in the Repurchase Offer yourself, (b) if uncertificated Shares
held by the Fund's transfer agent pursuant to the Fund's dividend reinvestment
plan are to be presented for repurchase, or (c) if requests for repurchase
are
to be made by book-entry transfer to any of the accounts maintained by the
Depositary at the Depository Trust Company ("DTC" or the "Book-Entry Transfer
Facility") pursuant to the procedure set forth in Section 6, "Procedure for
Participating in the Repurchase Offer" of the Fund's Offer to Repurchase.
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE
DELIVERY TO THE DEPOSITARY.
Shareholders
whose certificates are not immediately available or who cannot deliver
certificates for Shares (other than uncertificated Shares held by the Fund's
transfer agent pursuant to the Fund's dividend reinvestment plan) or deliver
confirmation of the book-entry transfer of their Shares into the Depositary's
account at the Book-Entry Transfer Facility and all other documents required
hereby to the Depositary prior to 5:00 p.m., New York City time, on the
Repurchase Request Deadline, may nevertheless present their Shares for
repurchase according to the guaranteed delivery procedures set forth in Section
6, "Procedure for Participating in the Repurchase Offer" of the Fund's Offer
to
Repurchase. See Instruction 2 below.
*
* * * * * *
[___] CHECK
HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT
MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE
THE FOLLOWING:
Name
of
Institution Submitting Shares:
__________________________________________________
Account
Number:__________________ Transaction
Code Number:__________________
If
the
Shares are being presented for repurchase by a Nominee Holder on behalf of
its
customers, please state the number of customer accounts for whose benefit the
repurchase request is being made:
__________________________________
*
* * * * * *
[___] CHECK
HERE IF SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY
PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:
Name(s)
of Registered Owner(s):___________________________________________
Date
of
Execution of Notice of Guaranteed
Delivery:___________________________
Name
of
Eligible Institution that Guaranteed
Delivery:_________________________________
Account
Number (if delivered by book-entry
transfer):__________________________
NOTE:
SIGNATURES MUST BE PROVIDED BELOW.
PLEASE
READ THE ACCOMPANYING DOCUMENTS CAREFULLY.
2
Ladies
and Gentlemen:
The
person(s) signing this Repurchase Request Form (the "Signor" or the
"Shareholder") hereby expresses a desire to participate in the Repurchase Offer
and hereby requests the repurchase by the Taiwan Greater China Fund (the "Fund")
of the shares of the Fund's common stock, $0.01 par value per share (the
"Shares") described in the "Description of Shares Presented for Repurchase",
upon the terms and conditions set forth in the Offer to Repurchase dated May
19,
2006, receipt of which is hereby acknowledged, and in this Repurchase Request
Form (which together constitute the "Repurchase Offer"). The consideration
to be
paid for each Share of the Fund presented for repurchase (the "Repurchase
Price") will be equal to the net asset value per Share ("NAV") as determined
at
the close of regular trading on the Taiwan Stock Exchange on June 30, 2006
or,
if the Taiwan Stock Exchange is not open on June 30, 2006, at the opening of
the
New York Stock Exchange on June 30, 2006 (the "Repurchase Pricing Date"), minus
a repurchase fee (the "Repurchase Fee") equal to 2% of the NAV per
Share.
Subject
to, and effective upon, acceptance of payment of, or payment for, Shares
presented for repurchase by the Signor in accordance with the terms and subject
to the conditions of the Repurchase Offer, the Signor hereby sells, assigns
and
transfers to, or upon the order of, the Fund all right, title and interest
in
and to all the Shares that are being presented for repurchase as described
in
the "Description of Shares Presented for Repurchase" that may be repurchased
by
the Fund pursuant to the Repurchase Offer (and any and all dividends,
distributions and other Shares, securities and rights issued or issuable in
respect of such Shares on or after the Repurchase Request Deadline) and the
Signor irrevocably constitutes and appoints American Stock Transfer & Trust
Company (the "Depositary") as the true and lawful agent and attorney-in-fact
of
the Signor with respect to such Shares (and any such dividends, distributions
and other Shares and securities and rights issued or issuable in respect of
such
Shares on or after the Repurchase Request Deadline), with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest) to (a) present certificate(s) for such Shares (and
any
such dividends, distributions and other Shares and securities and rights issued
or issuable in respect of such Shares on or after the Repurchase Request
Deadline) or transfer ownership of such Shares (and any such dividends,
distributions and other Shares and securities and rights), together, in either
such case, with all accompanying evidence of transfer and authenticity, to
or
upon the order of the Fund, (b) present such Shares (and any such dividends,
distributions and other Shares and securities and rights issued or issuable
in
respect of such Shares on or after the Repurchase Request Deadline) for transfer
on the books of the Fund, and (c) receive all benefits and otherwise exercise
all rights of beneficial ownership of such Shares (and any such dividends,
distributions and other Shares and securities and rights issued or issuable
in
respect of such Shares on or after the Repurchase Request Deadline), all in
accordance with the terms of the Repurchase Offer.
The
Signor hereby represents and warrants that: (a) the Signor has full power and
authority to submit, sell, assign and transfer the Shares submitted for
repurchase (and any and all dividends, distributions and other Shares and other
securities and rights issued or issuable in respect of such Shares on or after
the Repurchase Request Deadline); (b) when and to the extent the Fund accepts
the Shares for repurchase, the Fund will acquire good, marketable and
unencumbered title thereto, free and clear of all liens, restrictions, charges,
proxies, encumbrances or other obligations relating to their sale or transfer,
and not subject to any adverse claim; (c) on request, the Signor will execute
and deliver any additional documents deemed by the Depositary or the Fund to
be
necessary or desirable to complete the sale, assignment and transfer of the
submitted Shares (and any and all dividends, distributions and other Shares
and
securities and rights issued or issuable in respect of such Shares on or after
the Repurchase Request Deadline); and (d) the Signor has read and agreed to
all
of the terms of the Repurchase Offer.
The
name(s) and address(es) of the registered owner(s) should be printed as they
appear on the registration of Shares. If the Shares presented for repurchase
are
in certificated form, the certificate(s) representing such Shares must be
submitted together with this Repurchase Request Form.
The
Signor recognizes that the Fund is offering to repurchase up to 5% of its issued
and outstanding shares of common stock. The Signor further recognizes that
if
the number of Shares presented for repurchase exceeds the number of Shares
that
the Fund is offering to repurchase, the Fund will repurchase presented Shares
on
a pro rata basis, as described in the Offer to Repurchase. The Signor
acknowledges that the Fund may, in its discretion, accept all Shares presented
for repurchase by shareholders who own fewer than 100 Shares and present all
of
their Shares for repurchase in this Repurchase Offer before prorating the Shares
submitted for repurchase by other shareholders.
3
The
Signor understands that the valid submission of Shares pursuant to any one
of
the procedures described in Section 6, "Procedure for Participating in the
Repurchase Offer," of the Fund's Offer to Repurchase and in the Instructions
hereto will constitute a binding agreement between the Signor and the Fund
upon
the terms and subject to the conditions of the Offer to Repurchase.
The
Signor recognizes that under certain circumstances set forth in the Offer to
Repurchase, the Fund may not be required to repurchase any of the Shares
submitted hereby, or may accept for repurchase, pro rata with Shares submitted
for repurchase by other shareholders as described in the Offer to Repurchase,
fewer than all of the Shares submitted hereby.
All
authority conferred or agreed to be conferred in this Repurchase Request Form
shall be binding upon the successors, assigns, heirs, executors, administrators
and legal representatives of the Signor and shall not be affected by, and shall
survive, the death or incapacity of the Signor. Shares submitted pursuant to
the
Repurchase Offer may be withdrawn at any time prior to the Repurchase Request
Deadline in accordance with Section 7, "Withdraw Rights," of the Fund's Offer
to
Repurchase. After the Repurchase Request Deadline, all repurchase requests
are
irrevocable.
*
* * * * * *
THE
SIGNOR SUBMITS ALL UNCERTIFICATED SHARES THAT MAY BE HELD IN THE NAME OF THE
REGISTERED HOLDER(S) BY THE FUND'S TRANSFER AGENT PURSUANT TO THE FUND'S
DIVIDEND REINVESTMENT PLAN.
_________
YES ________ NO
Note:
If
you do not check either of the spaces above, uncertificated Shares, if any,
held
in the name of the registered holder(s) by the Fund's transfer agent pursuant
to
the Fund's dividend reinvestment plan will NOT be tendered.
*
* * * * * *
ODD
LOTS
(See
Instruction 13)
This
section is to be completed ONLY if Shares are being submitted by or on behalf
of
a person owning beneficially or of record an aggregate of fewer than 100 Shares.
The Signor either (check only one box):
[___]
Is the
beneficial or record owner of an aggregate of fewer than 100 Shares, all of
which are being presented for repurchase; or
[___]
Is a
broker, dealer, commercial bank, trust company or other nominee that (a) is
submitting for the beneficial owner(s) thereof Shares with respect to which
it
is the record holder, and (b) believes, based upon representations made to
it by
such beneficial owner(s), that each such person is the beneficial owner of
an
aggregate of fewer than 100 Shares and is submitting all of such Shares;
and,
in
either case, hereby represents that the above indicated information is true
and
correct as to the undersigned.
*
* * * *
* *
Unless
otherwise indicated herein under "Special
Payment Instructions,"
please
return any certificates for Shares not repurchased or accepted for payment
(and
accompanying documents, as appropriate) in the name(s) of the registered
holder(s) appearing under "Description of Shares Presented for
Repurchase."
Similarly,
unless otherwise indicated under "Special
Delivery Instructions,"
please
return any certificates for Shares not repurchased or accepted for payment
(and
accompanying documents, as appropriate) to the address(es) of the registered
holder(s) appearing under "Description of Shares Presented for
Repurchase."
In
the
event that either the Special Delivery Instructions or the Special Payment
Instructions are completed, please return such certificates to the person or
persons so indicated. The Signor recognizes that the Fund has no obligation
pursuant to the Special Payment Instructions to transfer any Shares from the
name of the registered holder thereof if the Fund does not accept for payment
any of the Shares so submitted. The undersigned further recognizes that the
Special Payment Instructions and the Special Delivery Instructions are not
applicable to
4
Shares
submitted by book-entry transfer nor to uncertificated Shares held by the Fund's
transfer agent pursuant to the Fund's dividend reinvestment plan, which Shares
may be submitted hereby.
SPECIAL
PAYMENT INSTRUCTIONS
(See
Instruction 8)
To
be
completed ONLY if certificates for Shares not presented for repurchase or not
repurchased are to be issued in the name of and sent to someone other than
the
undersigned.
Issue
Certificate to:
Name____________________________________________________________________
(PLEASE
PRINT)
Address__________________________________________________________________
_________________________________________________________________________
(CITY,
STATE, ZIP CODE)
Complete
Payer Substitute Form W-9
_________________________________________________________________________
(TAXPAYER
IDENTIFICATION (SOCIAL SECURITY) NUMBER)
SPECIAL
DELIVERY INSTRUCTIONS
(See
Instruction 8)
To
be
completed ONLY if certificates for Shares not submitted for repurchase or not
repurchased are to be issued in the name of the undersigned, but sent to someone
other than the undersigned or to the undersigned at an address other than that
provided by the undersigned on page 6 of this Repurchase Request
Form.
Mail
Certificate to:
Name____________________________________________________________________
(PLEASE
PRINT)
Address__________________________________________________________________
_________________________________________________________________________
(CITY,
STATE, ZIP CODE)
5
SIGN
HERE
PLEASE
READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
(Must
be
signed by the registered holder(s) exactly as name(s) appear(s) on
certificate(s) for the Shares or on a security position listing or by person(s)
authorized to become registered holder(s) by certificate(s) and documents
transmitted herewith. If signature is by attorney-in-fact, executor,
administrator, trustee, guardian, agent, officer of a corporation or another
person acting in a fiduciary or representative capacity, please provide the
information requested under “Please Print”. See Instruction 6.)
Signature(s): _________________________________________________________________
_________________________________________________________________
Dated: ___________________
Please
Print:
Name(s): _________________________________________________________________
_________________________________________________________________
Capacity
(Full Title): ___________________________________________________________
Address: _________________________________________________________________
_________________________________________________________________
City,
State, Zip Code
Area
Code
and Telephone Number:
________________________________________________
Employer
Identification or
Social
Security Number:
________________________________________________________
GUARANTEE
OF SIGNATURE(S)
(Place
Signature Medallion Guarantee on this page. See Instructions 1 and
6.)
Authorized
Signature(s): ______________________________________________________
Name: ________________________________________________________________________
Name
of
Firm: __________________________________________________________________
Address: _________________________________________________________________
_________________________________________________________________
City,
State, Zip Code
Dated:
_____________________, 2006
*
* * * *
* * *
6
REPURCHASE
REQUEST FORM INSTRUCTIONS FORMING PART OF THE
TERMS
AND CONDITIONS OF THE REPURCHASE OFFER
1. GUARANTEE
OF SIGNATURES. No
signature guarantee is required on this Repurchase Request Form (a) if this
Repurchase Request Form is signed by the registered holder(s) of the Shares
presented for repurchase (including, for purposes of this Repurchase Request
Form, any participant in the Book-Entry Transfer Facility whose name appears
on
a security position listing as the owner of Shares), unless
such
holder has completed either the box entitled "Special Delivery Instructions"
or
the box entitled "Special Payment Instructions" herein, or (b) if such Shares
are presented for repurchase for the account of a member firm of a registered
national securities exchange, a member of the National Association of Securities
Dealers, Inc. ("NASD"), a commercial bank, credit union, savings association
or
trust company having an office, branch or agency in the United States, or other
entity which is, in each case, a member in good standing of Signature Guarantee
Medallion Program (each being hereinafter referred to as an "Eligible
Institution"). In all other cases, all signatures on this Repurchase Request
Form must be guaranteed by an Eligible Institution. See Instruction
6.
2. DELIVERY
OF REPURCHASE REQUEST FORM AND CERTIFICATES; GUARANTEED DELIVERY PROCEDURES.
This
Repurchase Request Form is to be used only (a) if Shares are to be forwarded
with this Repurchase Request Form, (b) if uncertificated Shares held by the
Fund's transfer agent pursuant to the Fund's dividend reinvestment plan are
to
be presented for repurchase, or (c) if transfers of Shares presented for
repurchase are to be made by book-entry transfer according to the procedures
set
forth in Section 6, "Procedure for Participating in the Repurchase Offer,"
of
the Fund's Offer to Repurchase.
Certificates
for all physically submitted Shares or confirmation of a book-entry transfer
in
the Depositary's account at the Book-Entry Transfer Facility of Shares tendered
by book-entry transfer, together, in each case, with a properly completed and
duly executed Repurchase Request Form or facsimile thereof with any required
signature guarantees, and any other documents required by this Repurchase
Request Form should be mailed or delivered to the Depositary at the appropriate
address set forth herein and must be received by the Depositary prior to 5:00
p.m., New York City time, on the Repurchase Request Deadline.
Shareholders
whose certificates are not immediately available or who cannot deliver Shares
and all other required documents to the Depositary prior to 5:00 p.m., New
York
City time, on the Repurchase Request Deadline, or whose Shares cannot be
delivered on a timely basis pursuant to the procedures for book-entry transfer
prior to the Repurchase Request Deadline, may submit their Shares by or through
any Eligible Institution by properly completing and duly executing and
delivering a Notice of Guaranteed Delivery (or facsimile thereof), which must
be
received by the Depositary prior to the Repurchase Request Deadline, and by
otherwise complying with the guaranteed delivery procedures set forth in Section
6, "Procedure for Participating in the Repurchase Offer," of the Fund's Offer
to
Repurchase. Pursuant to such procedures, the certificates for all physically
submitted Shares, or confirmation of book-entry transfer, as the case may be,
as
well as a properly completed and duly executed Repurchase Request Form, and
all
other documents required by this Repurchase Request Form must be received by
the
Depositary within three New York Stock Exchange trading days after the
Repurchase Request Deadline, all as provided in Section 6, "Procedure for
Participating in the Repurchase Offer," of the Fund's Offer to
Repurchase.
THE
METHOD OF DELIVERY OF THIS REPURCHASE REQUEST FORM, THE CERTIFICATES FOR SHARES
AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY
TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE SHAREHOLDER PRESENTING
SHARES FOR REPURCHASE. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE
TIMELY DELIVERY.
Delivery
will be deemed made only when actually received by the Depositary. If delivery
is by mail, registered mail with return receipt requested, properly insured,
is
recommended. Shareholders have the responsibility to cause their Shares (in
proper certificated or uncertificated form), this Repurchase Request Form (or
a
photocopy bearing original signature(s) and any required signature guarantees),
and all other documents required by this Repurchase Request Form to be delivered
in accordance with the Fund's Offer to Repurchase.
The
Fund
will not accept any alternative, conditional or contingent repurchase requests.
All shareholders, brokers, dealers, commercial banks, trust companies and other
nominees, by
7
execution
of this Repurchase Request Form (or photocopy hereof), waive any right to
receive any notice of the acceptance of their request for
repurchase.
3. LOST
CERTIFICATES. In
the
event that you are unable to deliver to the Depositary the certificate(s)
representing your Shares due to the loss or destruction of such certificate(s),
such fact should be included on page 1 of this Repurchase Request Form. In
such
case, you should also contact the Depositary, at (800) 937-5449 to report the
lost securities. The Depositary will send you such additional documentation
that
you may need to complete in order to effectively surrender such lost or
destroyed certificate(s) (including affidavits of loss and indemnity bonds
in
lieu thereof). Surrenders hereunder regarding such lost certificates will be
processed only after such documentation has been submitted to and approved
by
the Depositary. There may be a fee in respect of lost or destroyed
certificates.
4. INADEQUATE
SPACE. If
the
space provided is inadequate, the certificate numbers and/or number of Shares
should be listed on a separate, signed list attached hereto.
5. PARTIAL
REPURCHASES AND UNREPURCHASED SHARES. (Not
applicable to shareholders who submit Shares by book-entry transfer.) If fewer
than all the Shares evidenced by any certificate submitted are to be presented
for repurchase, fill in the number of Shares which are to be presented for
repurchase in the column entitled "Number of Shares Presented for Repurchase."
In such case, a new certificate for the remainder of the Shares evidenced by
the
old certificate(s) will be issued and sent to the registered holder, unless
otherwise specified in the "Special Payment Instructions" or "Special Delivery
Instructions" boxes in this Repurchase Request Form, as soon as practicable
after the Repurchase Request Deadline. All Shares represented by certificates
listed and delivered to the Depositary are deemed to have been submitted for
repurchase unless otherwise indicated.
6. SIGNATURES
ON REPURCHASE REQUEST FORM; STOCK POWERS AND ENDORSEMENTS.
(a) If
this
Repurchase Request Form is signed by the registered holder(s) of the Shares
presented hereby, the signature(s) must correspond exactly with the name(s)
as
written on the face of the certificates.
(b) If
any of
the Shares presented for repurchase are owned of record by two or more joint
holders, ALL of the owners must sign this Repurchase Request Form.
(c) If
any of
the Shares presented for repurchase are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
Repurchase Request Forms as there are different registrations of
certificates.
(d) If
this
Repurchase Request Form is signed by the registered holder(s) of the Shares
listed and transmitted hereby, no endorsements of certificates or separate
stock
powers are required unless payment is to be made, or the certificates for Shares
not submitted for repurchase or repurchased are to be issued, to a person other
than the registered holder(s), in which case the endorsements or signatures
on
the stock powers, as the case may be, must be signed exactly as the name(s)
of
the registered holder(s) appear(s) on the certificates. Signatures on such
certificates or stock powers must be guaranteed by an Eligible Institution.
See
also Instruction 1.
(e) If
this
Repurchase Request Form or any certificates or stock powers are signed by
trustees, executors, administrators, guardians, agents, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing and must submit proper
evidence satisfactory to the Fund of their authority to act in such a fiduciary
or representative capacity.
(f) If
this
Repurchase Request Form is signed by a person(s) other than the registered
holder(s) of the certificates listed and transmitted hereby, the certificates
must be endorsed or accompanied by appropriate stock powers, in either case
signed exactly as the name or names of the registered holder(s) appear on the
certificates. Signatures on such certificates of stock powers must be guaranteed
by an Eligible Institution. See also Instruction 1.
7. STOCK
TRANSFER TAXES. Except
as
set forth in this Instruction 7, no stock transfer tax stamps or funds to cover
such stamps need accompany this Repurchase Request Form, and the Fund will
pay
all stock transfer taxes, if any, with respect to the transfer and sale of
Shares to it pursuant to the Repurchase Offer. If, however, payment of the
repurchase price is to be made to, or (in the circumstances permitted by the
Fund's Offer to Repurchase) if Shares
8
not
presented for repurchase or not repurchased are to be registered in the name
of
any person other than the registered holder, or if submitted certificates are
registered in the name of any person other than the person(s) signing this
Repurchase Request Form, the amount of any stock transfer taxes (whether imposed
on the registered holder or such other person) payable on account of the
transfer to such person will not be paid by the Fund and such amounts will
be
deducted from the Repurchase Price prior to payment of the repurchase unless
satisfactory evidence of the payment of such taxes, or exemption therefrom,
is
submitted to the Depositary.
8. SPECIAL
PAYMENT AND DELIVERY INSTRUCTIONS. If
certificates for Shares not presented for repurchase or not repurchased are
to
be issued in the name of a person other than the person signing this Repurchase
Request Form or if such certificates are to be sent to someone other than the
person signing this Repurchase Request Form or to the person signing this
Repurchase Request Form at an address other than the address provided on page
6
of this Repurchase Request Form, the boxes captioned "Special Payment
Instructions" and/or "Special Delivery Instructions" on this Repurchase Request
Form should be completed. Signatures must be guaranteed by an Eligible
Institution. See also Instruction 1.
9. IRREGULARITIES.
All
questions as to the validity, form, eligibility (including, without limitation,
time of receipt) and acceptance for payment of Shares presented for repurchase
will be determined by the Fund or one of its agents on behalf of the Fund in
its
sole discretion, and such determination shall be final and binding. The Fund
reserves the absolute right to reject any or all Shares presented for repurchase
determined by it not to be in proper form or to refuse to accept for payment,
repurchase or pay for any Shares if, in the opinion of the Fund's counsel,
accepting, repurchasing or paying for the Shares would be unlawful. The Fund
also reserves the absolute right to waive any of the conditions of the
Repurchase Offer, in whole or in part, or any defect or irregularity in any
repurchase request, whether generally or with respect to any particular Share(s)
or shareholder(s). Unless waived, any defects or irregularities in connection
with a repurchase request must be cured within such time as the Fund shall
determine. Repurchase requests will not be deemed to have been made until all
defects and irregularities have been cured or waived. The Fund's interpretations
of the terms and conditions of the Repurchase Offer (including these
instructions) shall be final and binding.
None
of the Fund, the Depositary, the Information Agent nor any other person shall
be
obligated to give notice of defects or irregularities in repurchase requests,
nor shall any of them incur any liability for failure to give any such notice.
10. REQUESTS
FOR ASSISTANCE AND ADDITIONAL COPIES. Questions
and requests for assistance should be directed to, and additional copies of
the
Fund's Offer to Repurchase, the Notice of Guaranteed Delivery and this
Repurchase Request Form may be obtained from, the Information Agent at the
telephone number and address set forth at the end of this Repurchase Request
Form. Shareholders who do not own Shares directly may also obtain such
information and copies from their broker, dealer, commercial bank, trust
company, or other nominee. Shareholders who do not own Shares directly are
required to present their Shares for repurchase through their broker, dealer,
commercial bank, trust company or other nominee and should NOT submit this
Repurchase Request Form to the Depositary.
The
Information Agent will also provide shareholders, upon request, with a
Certificate of Foreign Status of Beneficial Owner for United States Tax
Withholding (W-8BEN) or a Certificate of Foreign Person's Claim for Exemption
From Withholding on Income Effectively Connected With the Conduct of a Trade
or
Business in the United States (W-8ECI).
11. BACKUP
WITHHOLDING TAX. Each
shareholder that desires to participate in the Repurchase Offer must, unless
an
exemption applies, provide the Depositary with the shareholder's taxpayer
identification number on the Substitute Form W-9 included with this Repurchase
Request Form, with the required certifications being made under penalties of
perjury. If the shareholder is an individual, the taxpayer identification number
is his or her social security number. If the Depositary is not provided with
the
correct taxpayer identification number, the shareholder may be subject to a
$50
penalty imposed by the Internal Revenue Service in addition to being subject
to
backup withholding.
Shareholders
are required to give the Depositary the taxpayer identification number of the
record owner of the Shares by completing the Substitute Form W-9 included with
this Repurchase Request Form. If the Shares are registered in more than one
name
or are not in the name of the actual owner, consult the "Important Tax
Information" which immediately follows the Substitute Form W-9.
9
If
backup
withholding applies, the Depositary is required to withhold 28% of any payment
made to the shareholder with respect to Shares purchased pursuant to the
Repurchase Offer. Backup withholding is not an additional tax. Rather, the
U.S.
federal income tax liability of persons subject to backup withholding may result
in an overpayment of taxes for which a refund may be obtained by the shareholder
from the Internal Revenue Service.
Certain
shareholders (including, among others, most corporations and certain foreign
persons) are exempt from backup withholding requirements. To qualify as an
exempt recipient on the basis of foreign status, a shareholder must generally
submit a properly completed Form W-8BEN or Form W-8ECI, signed under penalties
of perjury, attesting to that person's exempt status. A shareholder would use
a
Form W-8BEN to certify that it (1) is neither a citizen nor a resident of the
United States, (2) has not been and reasonably does not expect to be present
in
the United States for a period aggregating 183 days or more during the calendar
year, and (3) reasonably expects not to be engaged in a trade or business within
the United States to which the gain on the sale of the Shares would be
effectively connected; and would use a Form W-8ECI to certify that (1) it is
neither a citizen nor resident of the U.S., and (2) the proceeds of the sale
of
the Shares are effectively connected with a U.S. trade or business. A foreign
shareholder (a "Non-U.S. Shareholder") may also use a Form W-8BEN to certify
that it is eligible for benefits under a tax treaty between the United States
and such foreign person's country of residence.
A
SHAREHOLDER SHOULD CONSULT HIS OR HER TAX ADVISOR AS TO HIS OR HER QUALIFICATION
FOR EXEMPTION FROM THE BACKUP WITHHOLDING REQUIREMENTS AND THE PROCEDURE FOR
OBTAINING AN EXEMPTION.
12. WITHHOLDING
FOR NON-U.S. SHAREHOLDERS. Even
if a
Non-U.S. Shareholder has provided the required certification to avoid backup
withholding, the Depositary will withhold U.S. federal income taxes equal to
30%
of the gross payments payable to a Non-U.S. Shareholder or his or her agent
unless the Depositary determines that a reduced rate of withholding is available
pursuant to a tax treaty or that an exemption from withholding is applicable
because such gross proceeds are effectively connected with the conduct of a
trade or business within the U.S. In order to obtain a reduced rate of
withholding pursuant to a tax treaty, a Non-U.S. Shareholder must deliver to
the
Depositary before the payment a properly completed and executed IRS Form W-8BEN.
In order to obtain an exemption from withholding on the grounds that the gross
proceeds paid pursuant to the Repurchase Offer are effectively connected with
the conduct of a trade or business within the U.S., a Non-U.S. Shareholder
must
deliver to the Depositary before the payment a properly completed and executed
IRS Form W-8ECI. The Depositary will determine a shareowner's status as a
Non-U.S. Shareholder and eligibility for a reduced rate of, or exemption from,
withholding by reference to any outstanding certificates or statements
concerning eligibility for a reduced rate of, or exemption from, withholding
(e.g., IRS Forms W-8BEN or W-8ECI) unless facts and circumstances indicate
that
such reliance is not warranted. A Non-U.S. Shareholder may be eligible to obtain
a refund of all or a portion of any tax withheld if such shareowner satisfies
certain requirements or is otherwise able to establish that no tax or a reduced
amount of tax is due. Backup withholding generally will not apply to amounts
subject to the 30% or a treaty-reduced rate of withholding. Non-U.S.
Shareholders are urged to consult their own tax advisors regarding the
application of federal income tax withholding, including eligibility for a
withholding tax reduction or exemption, and the refund procedure.
13. ODD
LOTS. As
described in Section 1 of the Offer to Repurchase, the Fund will repurchase
Shares validly submitted and not properly withdrawn prior to the Repurchase
Request Deadline, by any shareholder who owns beneficially or of record fewer
than 100 Shares (an "Odd Lot Holder"). This preference will not be available
unless the item captioned "Odd Lots" is completed.
10
IMPORTANT
This
Repurchase Request Form or a manually signed facsimile thereof (together with
certificates for Shares and all other required documents) or the Notice of
Guaranteed Delivery must be received by the Depositary prior to 5:00 p.m.,
New
York City time, on June 16, 2006, at the appropriate address set forth
below:
The
Depositary for the Repurchase Offer is:
AMERICAN
STOCK TRANSFER & TRUST COMPANY
|
BY
FIRST CLASS MAIL:
|
BY
REGISTERED, CERTIFIED, EXPRESS MAIL OR OVERNIGHT COURIER:
|
BY
HAND:
|
|
Taiwan
Greater China Fund
c/o
American Stock Transfer & Trust Company
Operations
Center
Attn:
Reorganization Department
6201
15th
Avenue
Brooklyn,
NY 11219
U.S.A.
|
Taiwan
Greater China Fund
c/o
American Stock Transfer & Trust Company
Operations
Center
Attn:
Reorganization Department
6201
15th
Avenue
Brooklyn,
NY 11219
U.S.A.
|
Taiwan
Greater China Fund
c/o
American Stock Transfer & Trust Company
Attn:
Reorganization Department
59
Maiden Lane
New
York, NY 10038
U.S.A.
|
Any
questions or requests for assistance or additional copies of this Repurchase
Request Form, the Fund's Offer to Repurchase, the Notice of Guaranteed Delivery
and other accompanying materials may be directed to the Information Agent at
its
telephone number and location listed below. Shareholders who do not own Shares
directly may also contact their broker, commercial bank or trust company or
other nominee for assistance concerning the Repurchase Offer.
The
Information Agent for the Repurchase Offer is:
THE
ALTMAN GROUP
60
East 42nd Street, Suite 405
New
York, New York 10165
U.S.A.
Telephone:
(212) 400-2605
Toll
Free: (800) 814-0979
11
|
SUBSTITUTE
FORM W-9
|
|
PLEASE
CERTIFY YOUR TAXPAYER ID OR SOCIAL SECURITY NUMBER BY SIGNING
BELOW
|
|
If
the Taxpayer ID Number printed above is INCORRECT OR if the space
is BLANK
write in the CORRECT number here:
|
| |
|
|
|
|
|
|
|
|
|
Certification.
Under penalties of perjury, I certify that:
1.
The number shown on this form is my correct taxpayer identification
number
(or I am waiting for a number to be issued to me), and
2.
I am not subject to backup withholding because: (a) I am exempt from
backup withholding, or (b) I have not been notified by the Internal
Revenue Service (IRS) that I am subject to backup withholding as
result of
a failure to report all interest or dividends, or (c) the IRS has
notified
me that I am no longer subject to backup withholding,
and
3.
I am a U.S. person (including a U.S. resident
alien).
Certification
Instructions: You
must cross out item 2 above if you have been notified by the IRS
that you
are currently subject to backup withholding because you have failed
to
report all interest and dividends on your tax return. The
IRS does not require your consent to any provision of this document
other
than the certifications required to avoid backup
withholding.
Signature:
__________________________Date:________
Name:
_________________________________________
Business
name: __________________________________
Type
of Entity: ___________________________________
Address:
_______________________________________
City,
State and Zip Code:
__________________________
|
12
IMPORTANT
TAX INFORMATION
Under
current federal income tax law, you are subject to certain penalties as well
as
backup withholding of tax at the applicable rate if you have not provided us
with your correct social security number or other taxpayer identification
number. Please
read this notice carefully.
You
(as
payee) are required by law to provide us (as payer) with your correct taxpayer
identification number. If you are an individual, your taxpayer identification
number is your social security number. If you have not provided us with your
correct taxpayer identification number, you may be subject to a $50 penalty
imposed by the Internal Revenue Service (the "IRS"). In addition, interest,
dividends, and other payments that we make to you may be subject to backup
withholding.
If
backup
withholding applies, a payer is required to withhold at the IRS mandated
applicable rate from interest, dividends and other payments made to you. The
backup withholding rate is currently 28%. Backup withholding is not an
additional federal income tax. Rather, the federal income tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a credit or refund
may be obtained from the IRS.
Enclosed
is a reply envelope in which you must return the enclosed substitute Form W-9
to
furnish us your correct name and taxpayer identification number. Please read
the
instructions below, sign and date the substitute Form W-9 and return to
us.
13
INSTRUCTIONS
FOR SUBSTITUTE FORM W-9 FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER
Purpose
of Form.
A
person who is required to file an information return with the IRS must obtain
your correct TIN to report, for example, income paid to you, real estate
transactions, mortgage interest you paid, the acquisition or abandonment of
secured property, or contributions you made to an IRA. Use the substitute Form
W-9 to furnish your correct TIN to the requester (the person asking you to
furnish your TIN) and, when applicable, (1) to certify that the TIN you are
furnishing is correct (or that you are waiting for a number to be issued),
(2)
to certify that you are not subject to backup withholding, and (3) to claim
exemption from backup withholding if you are an exempt payee. Furnishing your
correct TIN and making the appropriate certifications will prevent certain
payments from being subject to backup withholding.
Note:
If
you are a foreign person, do not use Form W-9. Instead, use the appropriate
Form
W-8 (see IRS Publication 515, Withholding of Tax on Nonresident Aliens and
Foreign Entities).
How
To Obtain a TIN.
If you
do not have a TIN, apply for one immediately. To apply, get Form
SS-5,
Application for a Social Security Card, from your local office of the Social
Security Administration, or Form
SS-4,
Application for Employer Identification Number, from the IRS. See What
Name and Number to Give the Requester,
below.
To
complete substitute Form W-9 if you do not have a TIN, write "Applied for"
in
the space for the TIN, sign and date the form, and give it to the requester.
Note:
Writing "Applied
for"
on
the form means that you have already applied for a TIN OR
that
you intend to apply for one in the near future. As soon as you receive your
TIN,
complete another substitute Form W-9, include your TIN, sign and date the form,
and give it to the requester.
What
is Backup Withholding?
Persons
making certain payments to you are required by the IRS to withhold at the
applicable rate from payments that meet certain conditions. This is called
"backup withholding." Payments that could be subject to backup withholding
include interest, dividends, broker and barter exchange transactions, rents,
royalties, nonemployee pay, and certain payments from fishing boat operators,
but do not include real estate transactions.
If
you
give the requester your correct TIN, make the appropriate certifications, and
report all your taxable interest and dividends on your tax return, your payments
will not be subject to backup withholding. Payments you receive will be subject
to backup withholding if:
1. You
do
not furnish your TIN to the requester, or
2. The
IRS
notifies the requester that you furnished an incorrect TIN, or
| |
3.
|
You
are notified by the IRS that you are subject to backup withholding
because
you failed to report all your interest and dividends on your tax
return
(for reportable interest and dividends only), or
|
| |
4.
|
You
fail to certify to the requester that you are not subject to backup
withholding under (3) above (for reportable interest and dividend
accounts
opened after 1983 only), or
|
5. You
fail
to certify your TIN when required.
Certain
payees and payments are exempt from backup withholding and information
reporting. See Payees
and Payments Exempt From Backup Withholding,
below.
Payees
and Payments Exempt From Backup Withholding
Payees
specifically exempted from withholding include:
· An
organization exempt from tax under Section 501(a), an individual retirement
account (IRA), or a custodial account under Section 403(b)(7), if the account
satisfies the requirements of Section 401(f)(2).
· The
United States or a state thereof, the District of Columbia, a possession of
the
United States, or a political subdivision or instrumentality of any one or
more
of the foregoing.
· An
international organization or any agency or instrumentality thereof.
· A
foreign
government and any political subdivision, agency or instrumentality
thereof.
14
Payees
that may be exempt from backup withholding include:
· A
corporation.
· A
financial institution.
· A
dealer
in securities or commodities required to register in the United States, the
District of Columbia, or a possession of the United States.
· A
real
estate investment trust.
· A
common
trust fund operated by a bank under Section 584(a).
· An
entity
registered at all times during the tax year under the Investment Company Act
of
1940.
· A
middleman known in the investment community as a nominee or
custodian.
· A
futures
commission merchant registered with the Commodity Futures Trading
Commission.
· A
foreign
central bank of issue.
· A
trust
exempt from tax under Section 664 or described in Section 4947.
Payments
of dividends and patronage dividends generally exempt from backup withholding
include:
· Payments
to nonresident aliens subject to withholding under Section 1441.
· Payments
to partnerships not engaged in a trade or business in the United States and
that
have at least one nonresident alien partner.
· Payments
of patronage dividends not paid in money.
· Payments
made by certain foreign organizations.
· Section
404(k) payments made by an ESOP.
Payments
of interest generally exempt from backup withholding include:
· Payment
of tax-exempt interest (including exempt-interest dividends under Section
852).
· Payments
described in Section 6049(b)(5) to nonresident aliens.
· Payments
on tax-free covenant bonds under Section 1451.
· Payments
made by certain foreign organizations.
Certain
payments, other than payments of interest, dividends, and patronage dividends,
that are exempt from information reporting are also exempt from backup
withholding. For details, see the regulations under sections 6041, 6041A, 6042,
6044, 6045, 6049, 6050A and 6050N, and the regulations thereunder.
Exempt
payees described above must file the substitute Form W-9 to avoid possible
erroneous backup withholding.
FILE
THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE
"EXEMPT" ON THE FORM, SIGN AND DATE THE FORM, AND RETURN IT TO THE
PAYER.
Penalties
Failure
To Furnish TIN.
If you
fail to furnish your correct TIN to a requester, you are subject to a penalty
of
$50 for each such failure unless your failure is due to reasonable cause and
not
to willful neglect.
Civil
Penalty for False Information With Respect to Withholding.
If you
make a false statement with no reasonable basis that results in no backup
withholding, you are subject to a $500 penalty.
Criminal
Penalty for Falsifying Information.
Willfully falsifying certifications or affirmations may subject you to criminal
penalties including fines and/or imprisonment.
Specific
Instructions
Name.
If you
are an individual, you must generally provide the name shown on your social
security card. However, if you have changed your last name, for instance, due
to
marriage, without informing the Social Security
15
Administration
of the name change, please enter your first name, the last name shown on your
social security card and your new last name.
If
you
are a sole proprietor, you must furnish your individual name and either your
SSN
or EIN. You may also enter your business name on Form W-9. Enter your name(s)
as
shown on your social security card and/or as it was used to apply for your
EIN
on Form SS-4.
Signature.
For a
joint account, only the person whose TIN is shown in Part 1 should sign the
form.
Privacy
Act Notice.
Section
6109 requires you to furnish your correct TIN to persons who must file
information returns with the IRS to report interest, dividends, and certain
other income paid to you, mortgage interest you paid, the acquisition or
abandonment of secured property, or contributions you made to an IRA. The IRS
uses the numbers for identification purposes and to help verify the accuracy
of
your tax return and may also provide this information to various government
agencies for tax enforcement or litigation purposes. You must provide your
TIN
whether or not you are required to file a tax return. Payers must generally
withhold the applicable taxable interest, dividend, and certain other payments
to a payee who does not furnish a TIN to a payer. Certain penalties may also
apply.
16
What
Name and Number To Give the Requester
|
For
this type of account:
|
Give
name and SSN of:
|
| |
|
|
1. Individual
2. Two
or more individuals (joint account)
3. The
Custodian account of a minor (Uniform Gift to Minors Act)
4. a. The
usual revocable savings trust (grantor is also trustee)
b. So-called
trust account that is not a legal Or valid trust under state
law
5. Sole
proprietorship
|
The
individual
The
actual owner of the account or, if combined funds, the first individual
on
the account.1
The
minor2
The
grantor-trustee1
The
actual owner1
The
owner3
|
|
For
this type of account:
|
Give
name and EIN of:
|
| |
|
|
6. Sole
proprietorship (or single-owner LLC that has not elected corporate
status
on Form 8832
7. A
valid trust, estate, or pension trust
8. Corporate
or LLC electing corporate status on Form 8832
9. Association,
club religious, charitable, educational, or other tax-exempt
organization
10.
Partnership or multi-member LLC that has not elected corporate status
on
Form 8832
11.
A broker or registered nominee
12. Account
with the Department of Agriculture in the name of a public entity
(such as
a state or local government, school district, or prison) that receives
agricultural program payments
|
The
owner3
Legal
entity4
The
corporation
The
organization
The
partnership
The
broker or nominee
The
public entity
|
1
List
first and circle the name of the person whose number you finish.
2
Circle
the minor’s name and furnish the minor’s social security number.
3
Show the
individual’s name. See Item 5 or 6. You may also enter your business or "doing
business as" name. You may use either your social security number or your
employer identification number (if you have one).
4
List
first and circle the name of the legal trust, estate, or pension trust. (Do
not
furnish the identification number of the personal representative or trustee
unless the legal entity itself is not designated in the account
title.)
Note:
If
no
name is circled when there is more than one name, the number will be considered
to be that of the first name listed.
17
NOTICE
OF GUARANTEED DELIVERY
REGARDING
THE REPURCHASE OFFER
BY
THE
TAIWAN
GREATER CHINA FUND
This
form, or one substantially equivalent hereto, must be used to accept the
Repurchase Offer if a shareholder's certificates for Shares of the Taiwan
Greater China Fund are not immediately available or time will not permit the
Repurchase Request Form and other required documents to be delivered to the
Depositary on or before the Repurchase Request Deadline. Terms used in this
form
that are not otherwise defined in this form shall have the meanings specified
in
the Offer to Repurchase dated May 19, 2006.
This
form
may be delivered by hand, overnight courier or mail or transmitted by facsimile
transmission to the Depositary at the appropriate address set forth below.
Repurchase Requests using this form may be made only by or through a member
firm
of a registered national securities exchange, or a commercial bank or trust
company having an office, branch or agency in the United States.
THE
DEPOSITARY:
AMERICAN
STOCK TRANSFER & TRUST COMPANY
|
BY
FIRST CLASS MAIL:
|
BY
REGISTERED, CERTIFIED, EXPRESS MAIL OR OVERNIGHT COURIER:
|
BY
HAND:
|
|
Taiwan
Greater China Fund
c/o
American Stock Transfer & Trust Company
Operations
Center
Attn:
Reorganization Department
6201
15th
Avenue
Brooklyn,
NY 11219
U.S.A.
|
Taiwan
Greater China Fund
c/o
American Stock Transfer & Trust Company
Operations
Center
Attn:
Reorganization Department
6201
15th
Avenue
Brooklyn,
NY 11219
U.S.A.
|
Taiwan
Greater China Fund
c/o
American Stock Transfer & Trust Company
Attn:
Reorganization Department
59
Maiden Lane
New
York, NY 10038
U.S.A.
|
Facsimile
Copy Number:
(718)
234-5001
Confirm
by Telephone:
(718)
921-8317
For
Account Information Call:
(718)
921-8317
Toll
Free:
(877)
248-6417
[Missing
Graphic Reference]
DELIVERY
OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION
VIA A FACSIMILE NUMBER OTHER THAN ONE LISTED ABOVE DOES NOT CONSTITUTE A VALID
DELIVERY
[Missing
Graphic Reference]
Ladies
and Gentlemen:
The
undersigned hereby requests the repurchase by the Taiwan Greater China Fund
(the
"Fund"), upon the terms and subject to the conditions set forth in its Offer
to
Repurchase, dated May 19, 2006 and the related Repurchase Request Form (which
together constitute the "Repurchase Offer"), receipt of which is hereby
acknowledged, the number of Shares specified below pursuant to the guaranteed
delivery procedures set forth in Section 6, "Procedure for Participating in
Repurchase Offer," of the Offer to Repurchase.
Number
of
Shares Presented for Repurchase:______________________
Certificate
Nos. (if available):
________________________________________________________________________
________________________________________________________________________
If
Shares
will be submitted by book-entry transfer, check box:
[____] The
Depository Trust Company
Account
Number:
________________________________________________________________________
Name(s)
of Record Holder(s):
________________________________________________________________________
________________________________________________________________________
Address:
________________________________________________________________________
________________________________________________________________________
Area
Code
and Telephone Number:
________________________________________________________________________
________________________________________________________________________
Taxpayer
Identification (Social Security) Number:
________________________________________________________________________
The
undersigned also presents for repurchase all uncertificated Shares that may
be
held in the name of the registered holder(s) by the Fund's transfer agent
pursuant to the Fund's dividend reinvestment plan:
____________
Yes _____________
No
(Note:
If
neither of these boxes is checked,
any
such
uncertificated Shares will not be presented for repurchase.)
Dated:__________________________
, 2006
___________________________
Signature(s)
2
GUARANTEE
The
undersigned, a member firm of a registered national securities exchange, a
member of the National Association of Securities Dealers, Inc., or a commercial
bank or trust company having an office, branch, or agency in the United States,
hereby guarantees to deliver to the Depositary certificates representing the
Shares requested to be repurchased hereby, in proper form for transfer (or
submits Shares pursuant to the procedures for book-entry transfer) into the
Depositary's account at The Depositary Trust Company, together with (i) a
properly completed and duly executed Repurchase Request Form (or facsimile
thereof) with any required signature guarantees and (ii) other required
documents, within three New York Stock Exchange trading days after the
Repurchase Request Deadline of the Repurchase Offer.
Name
of
Firm: ________________________________
Address: ________________________________
________________________________
City,
State, Zip Code
Area
Code
and Tel. No. _________________________
____________________________________________
(AUTHORIZED
SIGNATURE)
Name:_______________________________________
(PLEASE
PRINT)
Title:________________________________________
Dated:_______________________________
, 2006
DO
NOT SEND SHARE CERTIFICATES WITH THIS FORM. YOUR SHARE CERTIFICATES MUST BE
SENT
WITH THE REPURCHASE REQUEST FORM.
3
Form
of
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees
Regarding the Offer by:
TAIWAN
GREATER CHINA FUND
TO
REPURCHASE FOR CASH
UP
TO 5%
OF THE FUND'S OUTSTANDING
SHARES
OF
COMMON STOCK
THE
OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW
YORK CITY TIME, ON JUNE 16, 2006
("REPURCHASE
REQUEST DEADLINE")
THIS
OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES
BEING
SUBMITTED FOR REPURCHASE, BUT IS SUBJECT TO OTHER CONDITIONS AS OUTLINED IN
THE
OFFER TO REPURCHASE AND IN THE REPURCHASE REQUEST FORM.
May
19,
2006
To
Brokers, Dealers, Commercial Banks,
Trust
Companies and Other Nominees:
We
are
enclosing the material listed below relating to the offer of the Taiwan Greater
China Fund, a Massachusetts business trust registered under the Investment
Company Act of 1940, as amended, as a closed-end, diversified management
investment company (the "Fund"), to repurchase up to 5% of the Fund's
outstanding shares of common stock, par value $0.01 per share (the "Shares"),
upon the terms and conditions set forth in the Offer to Repurchase dated May
19,
2006 and in the related Repurchase Request Form (which together constitute
the
"Repurchase Offer").
The
price
to be paid for each Share is an amount per Share equal to 100% of the net asset
value per Share as determined by the Fund at the close of regular trading on
the
Taiwan Stock Exchange on June 30, 2006 or, if the Taiwan Stock Exchange is
not
open on June 30, 2006, at the opening of the New York Stock Exchange on June
30,
2006 (the "Repurchase Pricing Date"), minus a repurchase fee (the "Repurchase
Fee") equal to 2% of net asset value per Share. The Fund has established a
record date of May 12, 2006 for identifying shareholders eligible to receive
Repurchase Offer materials.
We
are
asking you to contact your clients for whom you hold Shares registered in your
name (or in the name of your nominee) or who hold Shares registered in their
own
names. Please bring the Repurchase Offer to their attention as promptly as
possible. No fees or commission will be payable to brokers, dealers or other
persons for soliciting the submission of Shares pursuant to the Repurchase
Offer. The Fund will, upon request, reimburse you for reasonable and customary
mailing and handling expenses incurred by you in forwarding any of the enclosed
materials to your clients. The Fund will pay all transfer taxes on its
repurchase of Shares, subject to Instruction 7, "Stock Transfer Taxes," of
the
Repurchase Request Form. HOWEVER, WITHOLDING OR BACKUP WITHHOLDING AT UP TO
A
30% RATE MAY BE REQUIRED UNLESS EITHER AN EXEMPTION IS PROVED OR THE REQUIRED
TAXPAYER IDENTIFICATION INFORMATION AND CERTIFICATIONS ARE PROVIDED. SEE SECTION
14, "CERTAIN FEDERAL INCOME TAX CONSEQUENCES" OF THE OFFER TO REPURCHASE AND
INSTRUCTION 11, "BACKUP WITHHOLDING TAX" AND INSTRUCTION 12, “WITHOLDING FOR
NON-U.S. SHAREHOLDERS” OF THE REPURCHASE REQUEST FORM.
For
your
information and for forwarding to your clients, we are enclosing the following
documents:
1. A
letter
to shareholders of the Fund from David Laux, Chairman of the Fund;
2. The
Offer
to Repurchase, dated May 19, 2006;
3. The
Repurchase Request Form for your use and to be provided to your clients;
4. A
Notice
of Guaranteed Delivery;
5. A
form of
letter that may be sent to your clients for whose accounts you hold Shares
registered in your name (or in the name of your nominee); and
6. A
return
envelope addressed to American Stock Transfer & Trust Company (the
"Depositary").
The
Repurchase Offer is not being made to, nor will the Fund accept requests for
repurchases from or on behalf of, shareholders residing in any state or other
jurisdiction in which the Repurchase Offer or its acceptance would not be in
compliance with the securities, Blue Sky or other applicable laws of such
jurisdiction.
As
described in the Fund's Offer to Repurchase under Section 6, "Procedure for
Participating in the Repurchase Offer," repurchase requests may be made without
the concurrent deposit of stock certificates if (1) such requests are made
by or
through a broker or dealer that is a member firm of a registered national
securities exchange or a member of the National Association of Securities
Dealers, Inc. or a commercial bank or trust company having an office, branch,
or
agency in the United States; and (2) certificates for Shares (or a confirmation
of a book-entry transfer of such Shares into the Depositary's account at a
Book-Entry Transfer Facility (as defined in the Repurchase Request Form)),
together with a properly completed and duly executed Repurchase Request Form,
and any other documents required by the Repurchase Request Form, are received
by
the Depositary within three New York Stock Exchange trading days after receipt
by the Depositary of a properly completed and duly executed Notice of Guaranteed
Delivery.
AS
DESCRIBED IN THE OFFER TO REPURCHASE, IF MORE THAN 5% OF THE FUND'S OUTSTANDING
SHARES ARE DULY SUBMITTED FOR REPURCHASE PRIOR TO THE REPURCHASE REQUEST
DEADLINE, THE FUND WILL EITHER (1) REPURCHASE ALL OF THE ADDITIONAL SHARES
SUBMITTED FOR REPURCHASE, IF THE AMOUNT OF SUCH ADDITIONAL SHARES DOES NOT
EXCEED 2% OF THE FUND'S OUTSTANDING SHARES, OR (2) REPURCHASE SHARES SUBMITTED
FOR REPURCHASE ON A PRO RATA BASIS, PROVIDED THAT THE FUND WILL REPURCHASE
ALL
SHARES FROM SHAREHOLDERS WHO OWN FEWER THAN 100 SHARES AND SUBMIT ALL OF THEIR
SHARES FOR REPURCHASE. IF SUCH A SUBMISSION IS MADE BY A BROKER, COMMERCIAL
BANK, TRUST COMPANY OR OTHER NOMINEE FOR BENEFICIAL OWNER(S) OF SHARES WITH
RESPECT TO WHICH IT IS THE RECORD HOLDER, SUCH BROKER, COMMERCIAL BANK, TRUST
COMPANY OR OTHER NOMINEE MUST REPRESENT AND WARRANT IN THE REPURCHASE REQUEST
FORM THAT IT BELIEVES, BASED UPON REPRESENTATIONS MADE TO IT BY SUCH BENEFICIAL
OWNER(S), THAT EACH SUCH PERSON OWNS FEWER THAN 100 SHARES.
NEITHER
THE FUND NOR ITS BOARD OF TRUSTEES IS MAKING ANY RECOMMENDATION TO ANY
SHAREHOLDER AS TO
WHETHER
SUCH SHAREHOLDER SHOULD PARTICIPATE
IN
THE REPURCHASE OFFER.
2
For
additional information or copies of the enclosed material, please contact The
Altman Group (the "Information Agent") toll free at (800) 814-0979.
Very
truly yours,
TAIWAN
GREATER CHINA FUND
/s/David
Laux
David
Laux
Chairman
[Missing
Graphic Reference]
NOTHING
CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER
PERSON THE AGENT OF THE TAIWAN GREATER CHINA FUND, THE INFORMATION AGENT, OR
THE
DEPOSITARY OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS OR USE
ANY MATERIAL ON THEIR BEHALF WITH RESPECT TO THE OFFER, OTHER THAN THE MATERIAL
ENCLOSED HEREWITH AND THE STATEMENTS SPECIFICALLY SET FORTH IN SUCH
MATERIAL.
3
Form
of
Letter to Clients of
Brokers,
Dealers, Commercial Banks, Trust Companies and other Nominees
Regarding
the Offer by:
TAIWAN
GREATER CHINA FUND
TO
REPURCHASE FOR CASH
UP
TO 5%
OF THE FUND'S OUTSTANDING
SHARES
OF
COMMON STOCK
THE
OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW
YORK CITY TIME, ON JUNE 16, 2006
("REPURCHASE
REQUEST DEADLINE")
THIS
OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES
BEING
SUBMITTED FOR REPURCHASE, BUT IS SUBJECT TO OTHER CONDITIONS AS OUTLINED IN
THE
OFFER TO REPURCHASE AND IN THE REPURCHASE REQUEST FORM.
May
19,
2006
To
Our
Clients:
Enclosed
for your consideration is the Offer to Repurchase, dated May 19, 2006, of the
Taiwan Greater China Fund, a Massachusetts business trust registered under
the
Investment Company Act of 1940 as a closed-end, diversified management
investment company (the "Fund"), and a related Repurchase Request Form (which
together constitute the "Offer to Repurchase"), pursuant to which the Fund
is
offering to repurchase up to 5% of the Fund's outstanding shares of common
stock, par value $0.01 per share (the "Shares"), upon the terms and conditions
set forth in the Repurchase Offer. The Fund has established a record date of
May
12, 2006 for identifying shareholders eligible to receive Repurchase Offer
materials.
The
Offer
to Repurchase and the Repurchase Request Form are being forwarded to you for
your information only and cannot be used by you to submit for repurchase Shares
held by us for your account. We are the holder of record of Shares held for
your
account. SUBMISSION OF SUCH SHARES FOR REPURCHASE CAN BE MADE ONLY BY US AS
THE
HOLDER OF RECORD AND ONLY PURSUANT TO YOUR INSTRUCTIONS.
Your
attention is called to the following:
(1) The
repurchase price to be paid for the each Share is an amount per Share, net
to
the seller in cash, equal to 100% of the net asset value per Share as determined
by the Fund at the close of regular trading on the Taiwan Stock Exchange on
June
30, 2006 or,
if
the Taiwan Stock Exchange is not open on June 30, 2006, at the opening of the
New York Stock Exchange on June 30, 2006
(the
"Repurchase Pricing Date"), minus a repurchase fee (the "Repurchase Fee") equal
to 2% of the net asset value per Share. The Fund normally calculates the net
asset value of its Shares each day on which either the Taiwan Stock Exchange
or
the New York Stock Exchange is open for trading. During the Repurchase Offer,
the net asset value per Share will continue to be calculated each day on which
either the Taiwan Stock Exchange or the New York Stock Exchange is open for
trading. You can obtain the daily net asset value per Share and the daily New
York Stock Exchange closing price of the Shares by calling the Fund’s toll free
number at (800) 343-9567.
(2) The
Repurchase Offer is not conditioned upon any minimum number of Shares being
submitted for repurchase.
(3) If
the
Repurchase Offer is not suspended or postponed, the Fund will repurchase all
Shares validly submitted for repurchase prior to 5:00 p.m., New York City time,
on the Repurchase Request Deadline, provided that the number of Shares submitted
for repurchase by all shareholders does not exceed 5% of the Fund's outstanding
Shares. In the event that more than 5% of the Fund's outstanding Shares are
submitted for repurchase, the Fund may (but is not obligated to) increase the
number of Shares that the Fund is offering to repurchase by an amount not to
exceed 2% of the Shares outstanding on the Repurchase Request Deadline. If
the
number of Shares submitted for repurchase exceeds the number of Shares which
the
Fund is offering to repurchase, the Fund will repurchase Shares presented for
repurchase on a pro rata basis, provided, however, that the Fund may accept
all
Shares submitted by shareholders who own, beneficially or of record, less than
100 Shares and who submit all of their Shares for repurchase, before prorating
Shares submitted for repurchase by others.
(4) Shareholders
that submit Shares for repurchase will not be obligated to pay brokerage
commissions or, subject to Instruction 7, "Stock Transfer Taxes," of the
Repurchase Request Form, stock transfer taxes on the repurchase of Shares by
the
Fund pursuant to the Repurchase Offer.
(5) Your
instructions to us should be forwarded in ample time before the Repurchase
Request Deadline to permit us to submit a repurchase request on your behalf.
Instructions received after this date will not be honored.
If
you
wish to have us submit any or all of your Shares for repurchase, please so
instruct us by completing, executing and returning to us the instruction form
set forth below. An envelope to return your instructions to us is enclosed.
If
you authorize the repurchase of your Shares, all such Shares will be submitted
for repurchase unless otherwise specified below. YOUR INSTRUCTIONS TO US SHOULD
BE FORWARDED AS PROMPTLY AS POSSIBLE IN ORDER TO PERMIT US TO SUBMIT A
REPURCHASE REQUEST ON YOUR BEHALF IN ACCORDANCE WITH THE TERMS AND CONDITIONS
OF
THE REPURCHASE OFFER.
The
Repurchase Offer is not being made to, nor will repurchase requests be accepted
from or on behalf of, shareholders in any jurisdiction in which the making
or
acceptance of the Repurchase Offer would not be in compliance with the
applicable law. The Fund has been advised that no Trustee or Officer of the
Fund
will participate in the Repurchase Offer.
NONE
OF THE FUND OR ITS BOARD OF TRUSTEES IS MAKING ANY RECOMMENDATION TO ANY
SHAREHOLDER AS TO WHETHER SUCH SHAREHOLDER SHOULD PARTICIPATE IN THE REPURCHASE
OFFER.
EACH
SHAREHOLDER IS URGED TO READ AND EVALUATE THE REPURCHASE OFFER AND ACCOMPANYING
MATERIALS CAREFULLY.
2
INSTRUCTIONS
The
undersigned acknowledge(s) receipt of your letter and the enclosed Offer to
Repurchase, dated May 19, 2006 relating to the Taiwan Greater China Fund (the
"Fund") to repurchase up to 5% of the Fund's outstanding shares of common stock,
par value $0.01 per share (the "Shares"). This will instruct you to submit
the
number of Shares indicated below (which are held by you for the account of
the
undersigned) to the Fund for repurchase, upon the terms and subject to the
conditions set forth in the Offer to Repurchase that you have furnished to
the
undersigned.
AGGREGATE
NUMBER OF SHARES TO BE SUBMITTED FOR REPURCHASE:
________
Shares
ODD
LOTS
Please
check the following box ONLY if Shares are being tendered by or on behalf of
a
person owning beneficially or of record fewer than 100 Shares in the
aggregate.
o The
undersigned is the beneficial or record owner of an aggregate of fewer than
100
Shares, all of which are being submitted for repurchase, and hereby represents
that the above indicated information is true and correct as to the
undersigned.
*
* *
____________________________________________
____________________________________________
(SIGNATURE(S))
____________________________________________
_____________________________________________
(PLEASE
PRINT NAME(S)
_____________________________________________
_____________________________________________
(ADDRESS)
_____________________________________________
(AREA
CODE AND TELEPHONE NO.)
_____________________________________________
(TAXPAYER
IDENTIFICATION (SOCIAL SECURITY) NUMBER)
Date:
_________________________________, 2006