SC 13D 1 third.txt 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