SCHEDULE 13D/A
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
02/01/13
1. NAME OF REPORTING PERSON
Brooklyn Capital Management, LLC, Phillip Goldstein,
Andrew Dakos, Steven Samuels and Bulldog Investors
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
2,011,400
8. SHARED VOTING POWER
606,621
9. SOLE DISPOSITIVE POWER
2,618,021
_______________________________________________________
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
2,618,021
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
10.79%
14. TYPE OF REPORTING PERSON
IA
_______________________________________________________
Item 1. SECURITY AND ISSUER
This statement constitutes Amendment #5 to the schedule 13d
filed September 24,2012. Except as specifically set forth
herein, the Schedule 13d remains unmodified.
ITEM 4. PURPOSE OF TRANSACTION
Phillip Goldstein, Andrew Dakos and Steven Samuels own Brooklyn
Capital Management, LLC (BCM), a registered investment advisor.
As of February 1, 2013, BCM is deemed to be the beneficial owner
of 2,618,021 shares of GCH (representing 10.79% of GCH's
outstanding shares) solely by virtue of BCM's power to direct the
vote of, and dispose of, these shares. These 2,618,021 shares of
GCH include 1,283,361 shares (representing 5.29% of GCH's outstanding
shares) that are beneficially owned by (1) Mr. Goldstein and (2) the
following entities over which Messrs. Goldstein, Dakos and Samuels
exercise control: Opportunity Partners LP, Calapasas West Partners, LP,
Full Value Special Situations Fund, LP, Full Value Offshore Fund, Ltd.,
Full Value Partners, LP, Opportunity Income Plus, LP, and MCM Opportunity
Partners, LP (collectively, Bulldog Investors). Bulldog Investors and
Mr. Goldstein may be deemed to constitute a group. All other shares
included in the aforementioned 2,618,021 shares of GCH beneficially owned
by BCM (solely by virtue of its power to sell or direct the vote of
these shares) are also beneficially owned by clients of BCM who are not
members of any group. The total number of these "non-group" shares is
1,334,660 shares (representing 5.50% of GCH's outstanding shares).
Of the aforementioned 2,618,021 shares of GCH beneficially owned by BCM
(solely by virtue of its power to sell or direct the vote of these shares),
1,315,187 shares (representing 5.42% of GCH's outstanding shares) have been
acquired by BCM on behalf of its clients solely for the purpose of tendering
them and not for the purpose of changing or influencing control of GCH and
are covered by Rule 16a-1(a)(v) to the Securities Exchange Act of 1934.
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 June 30, 2012 The percentage set forth in
item 5 was derived using such number. The filing persons beneficially own
an aggregate of 2,618,021 shares of GCH or 10.79% of the outstanding shares.
Power to dispose of and vote securities resides either with Messrs. Goldstein,
Dakos, Samuels and/or with BCM's clients.
c) Since the last filing on 1/22/13 up to 2/1/13 the following shares of GCH
were purchased:
Date Shares Price
01/23/13 25,000 13.3200
01/25/13 26,950 13.2274
01/28/13 25,000 13.2696
01/30/13 11,831 13.3380
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
Exhibit A
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: 02/06/2013
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos
By: /S/ Steven Samuels
Name: Steven Samuels
Exhibit A:
Agreement to Make Joint Filing
Agreement made as of the 4th day of February, 2013, by and
among Brooklyn Capital Management, LLC, Phillip Goldstein,
Andrew Dakos, Steven Samuels, Opportunity Partners LP, Calapasas
West Partners, LP, Full Value Special Situations Fund, LP, Full
Value Offshore Partners, LP, Full Value Partners, LP, Opportunity
Income Plus, LP, and MCM Opportunity Partners, LP.
WHEREAS, Rule 13d-1(k)(1) under the Securities Exchange Act
of 1934 provides that whenever two or more persons are required to
file a statement containing the information required by Schedule 13D
with respect to the same securities, only one such statement need be
filed, so long as, among other things, such filing includes as an
exhibit an agreement among such persons that such a statement is
filed on behalf of each of them;
WHEREAS, in connection with certain holdings of Greater China
Fund, Inc. (GCH), each of the parties to this Agreement is required
to file a statement containing the information required by Schedule
13D with respect to the same holdings of GCH;
NOW THEREFORE, the parties hereby agree that one statement
containing the information required by Schedule 13D shall be filed on
behalf of each party hereto.
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the day and year first written above.
By:/s/ Phillip Goldstein By:/s/ Andrew Dakos
Phillip Goldstein Andrew Dakos
OPPORTUNITY PARTNERS, LP
By: /s/ Steven Samuels By: /s/ Phillip Goldstein
Steven Samuels Phillip Goldstein, Manager of the GP
CALAPASAS WEST PARTNERS, LP FULL VALUE SPECIAL SITUATIONS FUND, LP
By: /s/ Phillip Goldstein By: /s/ Phillip Goldstein
Phillip Goldstein Phillip Goldstein, Manager of the GP
Manager of the GP
FULL VALUE OFFSHORE PARTNERS, LP FULL VALUE PARTNERS, LP
By: /s/ Phillip Goldstein By: /s/ Phillip Goldstein
Phillip Goldstein Phillip Goldstein, Manager of the GP
Manager of the GP
OPPORTUNITY INCOME PLUS, LP MCM OPPORTUNITY PARTNERS LP
By: /s/ Phillip Goldstein By: /s/ Phillip Goldstein
Phillip Goldstein Phillip Goldstein, Manager of the GP
Manager of the GP