SCHEDULE 13D
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
9/24/12
1. NAME OF REPORTING PERSON
Bulldog Investors, Brooklyn Capital Management,
Phillip Goldstein and Andrew Dakos
2. CHECK THE BOX IF MEMBER OF A GROUP a[X]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
975,203
8. SHARED VOTING POWER
197,324
9. SOLE DISPOSITIVE POWER
1,172,527
_______________________________________________________
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,172,527
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
4.83%
14. TYPE OF REPORTING PERSON
IA
_______________________________________________________
Item 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of Common Stock
of The Greater China Fund, Inc.
("GCH" or the "Issuer").
The principal executive offices of GCH are located at
Gateway Center Three
100 Mulberry Street
Newark, NJ 07102
Item 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of Bulldog Investors,
Brooklyn Capital Mangement, Phillip Goldstein,
60 Heritage Drive Pleasantville, NY 10570 a principal of Bulldog Investors
and Andrew Dakos, Park 80 West,Saddle Brook, NJ 07663, also a principal
of Bulldog Investors. Mr.Goldstein and Mr. Dakos are self-employed
investment advisors.
On October 17, 2007 the Massachusetts Secretary of State issued a permanent
"obey the law" injunction and fined Bulldog Investors, Messrs. Goldstein and
Dakos and certain related parties (the "Respondents") $25,000 for operating
an open website containing information about certain unregistered
investments and sending an e-mail about such investments to a Massachusetts
resident who requested information. On April 5, 2012, the President signed the
JOBS Act which expressly permits such acts. Consequently, on June 29, 2012,
the Respondents submitted a motion to the Secretary to vacate his order.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS
Shares of the Issuer have been accumulated on behalf of managed
accounts.
ITEM 4. PURPOSE OF TRANSACTION
A member of the filing group has submitted the proposal in Exhibit A.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As per the N-CSRS filed on August 28, 2012 there were 24,268,012 shares of
common stock outstanding as of 06/30/12 The percentage set forth in item 5
was derived using such number. Bulldog Investors, Brooklyn Capital Management,
Phillip Goldstein and Andrew Dakos beneficially own an aggregate of 1,172,527
shares of GCH or 4.83% of the outstanding shares.Power to dispose of and vote
securities resides either with Mr. Goldstein, Mr. Dakos or with clients.
c) During the past 60 days the following shares of GCH were purchased:
Date: Shares: Price:
07/30/12 37,246 10.6202
08/07/12 5,100 10.7998
08/08/12 907 10.8000
08/09/12 16,870 10.9000
08/16/12 300 10.7900
08/17/12 393 10.8000
08/22/12 6,128 10.7600
08/23/12 8,900 10.8194
08/24/12 900 10.7500
08/27/12 10,807 10.6702
08/28/12 12,762 10.7491
08/29/12 6,633 10.6612
08/30/12 5,247 10.5422
09/04/12 7,276 10.4914
09/04/12 3,700 10.5000
09/10/12 18,058 10.7700
09/07/12 11,782 10.7874
09/11/12 7,204 10.8014
09/12/12 19,000 10.9400
09/12/12 9,210 10.9547
09/17/12 27,769 11.1600
09/18/12 3,200 11.1725
09/19/12 24,604 11.2807
09/21/12 25,967 11.1897
d) Beneficiaries of managed accounts are entitled to receive any
dividends or sales proceeds.
e) NA
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: 9/24/2012
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos
Exhibit A:
Full Value Partners, L.P., Park 80 West,
250 Pehle Avenue, Suite 708, Saddle Brook, NJ 07663
Phone (201) 556-0092 // Fax (201) 556-0097
// pgoldstein@bulldoginvestors.com
September 24, 2012
Deborah A. Docs, Secretary
The Greater China Fund, Inc.
c/o Prudential Investments LLC
Gateway Center Three, 4th Floor
100 Mulberry Street
Newark, New Jersey 07102
Dear Ms Docs:
Full Value Partners, L.P is a beneficial owner of the Greater China Fund Inc.
(the "Fund"). We have owned shares of the Fund with a value exceeding
$2,000.00 continuously for a period of more than 12 months and plan to hold
these shares through the Fund's 2013 annual meeting of shareholders. Pursuant
to Rule 14a-8, we are submitting the following shareholder proposal and
supporting statement for inclusion in the Fund's proxy materials for the
special meeting of stockholders currently scheduled for November 1, 2012:
Resolved: The stockholders recommend and request that if the proposal to
approve the Investment Management Agreement between the Fund and Aberdeen is
not approved by stockholders, a majority of the Fund's directors shall
promptly resign and a special meeting shall be held as soon as possible to
elect directors to fill the vacancies thereby created.
Supporting Statement
On June 29, 2012, the shareholders voted to terminate the Fund's investment
management agreement with Barings. On September 18, 2012, the Fund announced
that the Board of Directors approved a new investment management agreement
between the Fund and Aberdeen Asset Management Asia Limited ("Aberdeen").
The shareholders must vote to approve the new management agreement. However,
the board has not confirmed that the Fund's largest shareholder, which
beneficially owns over 40% of the Fund's outstanding shares, will support the
proposal. That shareholder has indicated its dissatisfaction with the board's
performance. Unless that shareholder votes in favor of the new management
agreement, it is virtually certain that it will not be approved. In that case,
we believe that, in order to break the stalemate that is clearly harming the
Fund, to avoid further unnecessary costs to the Fund, to eliminate the
continued uncertainty about the Fund's future, and to enable the Fund to
engage a qualified investment manager, the composition of the board needs to
change.
Although this proposal is not binding on the board, we believe the board has
a fiduciary duty to implement it if it is adopted by stockholders casting more
than 50% of the total votes cast and the proposed management agreement is not
approved.
Since (1) the announcement of the new management agreement was made on
September 18, 2012; (2) the preliminary proxy material was filed the very next
day; (3) the definitive proxy material has not yet been filed; (4) the special
meeting is more than a month away; (5) we publicly filed a copy of this
proposal (and provided it to the Fund's counsel) on September 24, 2012; and
(6) the outcome of the proposal to approve the new management agreement is
dependent upon the vote of the Fund's largest stockholder, we believe this
proposal has been submitted a reasonable time before the Fund begins to print
and send its proxy materials. If necessary to permit a sufficient time for
soliciting proxies, the Fund should modestly shift the printing and meeting
dates rather than omit this proposal from its proxy materials. Please contact
the undersigned if the board disagrees with us. Thank you.
Very truly yours,
By: /s/ Phillip Goldstein
Phillip Goldstein
Member
Full Value Advisors LLC
General Partner