SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT
OF 1934 (AMENDMENT NO. )
Filed
by the Registrant
x
Filed by a Party other than
the Registrant
¨
Check the appropriate box:
|
|
|
|
|
|
|
¨
|
|
Preliminary Proxy Statement
|
|
¨
|
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
|
x
|
|
Definitive Proxy Statement
|
|
¨
|
|
Definitive Additional Materials
|
|
¨
|
|
Soliciting Material Pursuant to Rule 14a-12
|
|
ABERDEEN GREATER CHINA FUND, INC.
|
|
(Name of Registrant as Specified in Charter)
|
|
|
|
|
|
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
|
|
Payment of Filing Fee (Check the appropriate box):
|
|
|
|
|
x
|
|
No fee required.
|
|
|
|
|
¨
|
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
|
|
|
|
|
|
(1)
|
|
Title of each class of securities to which transaction applies:
|
|
|
|
|
|
|
|
|
|
(2)
|
|
Aggregate number of securities to which transaction applies:
|
|
|
|
|
|
|
|
|
|
(3)
|
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
|
|
|
|
|
|
|
|
|
|
(4)
|
|
Proposed maximum aggregate value of transaction:
|
|
|
|
|
|
|
|
|
|
(5)
|
|
Total fee paid:
|
|
|
|
|
|
|
|
|
|
|
¨
|
|
Fee previously paid with preliminary materials.
|
|
|
|
|
¨
|
|
Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2)
and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
|
|
|
|
|
|
|
|
(1)
|
|
Amount previously paid:
|
|
|
|
|
|
|
|
|
|
(2)
|
|
Form, schedule or registration statement no.:
|
|
|
|
|
|
|
|
|
|
(3)
|
|
Filing party:
|
|
|
|
|
|
|
|
|
|
(4)
|
|
Date filed:
|
|
|
|
|
|
|
ABERDEEN GREATER CHINA FUND, INC.
1735 Market St., 32
nd
Floor
Philadelphia, PA 19103
April 11, 2014
Dear Stockholder:
The annual meeting of stockholders of Aberdeen Greater China Fund, Inc. (the “Fund”) is to be held at 1:30 p.m. on June 9, 2014, at the offices of Aberdeen Asset Management, Inc., 712 Fifth
Avenue, 49
th
Floor (entrance on 56
th
Street), New York, New York 10019. Stockholders who are unable to
attend this meeting are strongly encouraged to vote by proxy, which is customary in corporate meetings of this kind. A proxy statement regarding the meeting, a proxy card so your vote can be cast at the meeting and a postage prepaid envelope in
which to return your proxy card are enclosed.
At the annual meeting, stockholders will be asked to elect two Fund directors
for a term expiring in 2017. There will also be an opportunity to discuss matters of interest to you as a stockholder.
Your
Fund’s directors recommend that stockholders re-elect Messrs. C. William Maher and Jonathan J.K. Taylor, who are standing for election as directors of the Fund.
Respectfully,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alan R. Goodson
|
|
|
|
President
|
|
|
|
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF
PROXY MATERIALS
The Proxy
Statement and related materials are available to you on the Fund’s website at
http://www.aberdeenGCH.com
. You are encouraged to review all of the information contained in the proxy materials before voting.
|
|
|
|
TO AVOID THE UNNECESSARY EXPENSE OF FURTHER
SOLICITATION, WE URGE YOU
to indicate voting instructions on the enclosed proxy card, date and sign it and return it promptly in the envelope provided, or to vote promptly by telephone or over the Internet according to the instructions on the
enclosed proxy card, no matter how large or small your holdings may be.
|
ABERDEEN GREATER CHINA FUND, INC.
1735 Market St., 32
nd
Floor
Philadelphia, PA 19103
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
To be held on June 9, 2014
To the Stockholders:
Notice is hereby given that the annual meeting of the stockholders of Aberdeen Greater China Fund, Inc. (the “Fund”) will be held at the offices of Aberdeen Asset Management, Inc., 712 Fifth
Avenue, 49
th
Floor (entrance on 56
th
Street), New York, New York on June 9, 2014, at 1:30 p.m. for
the following purposes:
(1) To elect two Class II directors to serve for a term expiring on the date of
the annual meeting of stockholders in 2017 or until their successors have been duly elected and qualified.
(2) To consider and act upon such other business as may properly come before the meeting or any adjournments thereof.
Holders of record of the shares of common stock of the Fund at the close of business on March 24, 2014, are entitled to
notice of, and to vote, at the meeting or any adjournments thereof.
|
|
|
By order of the Board of Directors,
|
|
|
Megan Kennedy
|
|
Secretary
|
April 11, 2014
|
|
|
IMPORTANT—TO AVOID THE UNNECESSARY
EXPENSE OF FURTHER SOLICITATION, WE URGE YOU TO INDICATE VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE, AND SIGN IT AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED, OR TO VOTE PROMPTLY BY TELEPHONE OR OVER THE INTERNET ACCORDING TO THE
INSTRUCTIONS ON THE ENCLOSED PROXY CARD, NO MATTER NOW LARGE OR SMALL YOUR HOLDINGS MAY BE. IF YOU CAN ATTEND THE MEETING AND WISH TO VOTE YOUR SHARES IN PERSON AT THAT TIME, YOU WILL BE ABLE TO DO SO IF YOU BRING APPROPRIATE PROOF OF OWNERSHIP OF
THE FUND’S SHARES AS OF THE RECORD DATE.
|
PROXY STATEMENT
GENERAL
This Proxy Statement (the “Proxy Statement”) is furnished in connection with the solicitation of proxies by the Board of Directors of Aberdeen Greater China Fund, Inc. (the “Fund”) for
use at the Fund’s annual meeting of stockholders, to be held at the offices of Aberdeen Asset Management, Inc., 712 Fifth Avenue, 49
th
Floor (entrance on 56
th
Street), New York, New York 10019 on June 9, 2014, at 1:30 p.m., and at any adjournments thereof.
This Proxy Statement, the notice of annual meeting and the proxy card are first being mailed to stockholders on or about
April 21, 2014. All properly executed proxies received in time for the meeting will be voted as specified in the proxy or, if no specification is made, according to the recommendation of the Fund’s Board of Directors for each proposal referred
to in this Proxy Statement. Any stockholder giving a proxy has the power to revoke it at any time prior to its exercise by executing a superseding proxy or by submitting a notice of revocation to the Fund’s Secretary or by voting in person at
the meeting.
Holders of record of the common stock of the Fund at the close of business on March 24, 2014, will be entitled
to one vote per share on all business of the meeting and any adjournments. There are 9,199,253 shares of common stock outstanding as of March 24, 2014. Abstentions and “broker non-votes” (as defined below), if any, are counted for
purposes of determining whether a quorum is present, but will not be counted as votes cast with respect to any proposal, including the election of directors. Because the election of directors requires the affirmative vote of a plurality of votes
cast, abstentions and broker non-votes will have no effect on the result of the vote for the election of directors. “Broker non-votes” are shares held by a broker or nominee for which an executed proxy is received by the Fund, but are not
voted as to one or more proposals because instructions have not been received from the beneficial owners or persons entitled to vote and the broker or nominee does not have discretionary voting power. Stockholders of the Fund do not have cumulative
voting rights or rights of appraisal.
PROPOSAL 1. ELECTION OF DIRECTORS
The Fund’s Board of Directors has been divided into three classes and the term of one class expires each year. The terms of Messrs.
John A. Bult, C. William Maher and Jonathan J.K. Taylor, constituting Class II directors, expire at the 2014 annual meeting of stockholders. Mr. John A. Bult has determined not to stand for reelection. The Board of Directors thanks him for
his service. Messrs. C. William Maher and Jonathan J.K. Taylor are standing for reelection as Class II directors.
Persons named in the accompanying form of proxy intend, in the absence of contrary instructions, to vote all proxies in favor of
(i) the election of the two nominees listed below as directors of the Fund to serve as Class II directors of the Fund for a term expiring on the date of the 2017 annual meeting of stockholders, or until their successors are duly elected
and qualified. All nominees have consented to stand for reelection and to serve if elected. If any such nominee
1
should be unable to serve, an event not now anticipated, the proxies will be voted for such person, if any, as shall be designated by the Board of Directors to replace any such nominee. YOUR
FUND’S DIRECTORS RECOMMEND THAT STOCKHOLDERS VOTE FOR OF THE ELECTION OF THE NOMINEES LISTED BELOW.
CLASS II
C. William Maher
Jonathan J.K. Taylor
Required Vote
Election of each of the listed nominees for director requires the affirmative vote of a plurality of the votes cast at the meeting in
person or by proxy, which means that the two nominees receiving the highest number of votes cast will be elected regardless of whether the number of votes received by any such nominee constitutes a majority of the number of votes cast.
Your
Fund’s directors recommend that stockholders vote for the two director nominees.
INFORMATION CONCERNING
NOMINEES AND MEMBERS OF
THE BOARD OF DIRECTORS
The following table sets forth certain information concerning each of the directors and the nominees for director of the Fund as of March
24, 2014. Each of the nominees is currently a director of the Fund.
None of the Fund’s directors is considered by the
Fund or its counsel to be “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of the Fund or of the Fund’s investment manager, Aberdeen Asset Management Asia Limited (the
2
“Investment Manager”). Certain information in the tables below relates to the number of portfolios in the “Fund Complex” overseen by a director or officer.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name (Age) and Address
|
|
Position(s)
Held with
Fund
|
|
Term of
Office;
Length of
Time Served
|
|
Principal Occupation(s)
During Past Five Years
|
|
Number of
Portfolios
in Fund
Complex**
Overseen
by Director
|
|
|
Other Directorships
Held by Director
During the Past
Five Years
|
|
INDEPENDENT
DIRECTORS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John A. Hawkins (71)
Aberdeen Asset Management, Inc.,
1735 Market St.
32
nd
Floor
Philadelphia, PA 19103
|
|
Chairman of
the Board and
Director
|
|
Director
since 1992;
term expires
2015
|
|
Previously Executive
Vice President—
Private Clients for The
Bank of Bermuda Ltd.
|
|
|
1
|
|
|
Director of
Advance
Developing
Markets Fund Ltd.;
Raffles Asia
Investment
Company Ltd.; SR
Global Fund Inc.;
MW Japan Fund
Ltd.
|
|
|
|
|
|
|
|
|
John A. Bult (78)*
Aberdeen Asset Management Inc.,
1735 Market St.
32
nd
Floor
Philadelphia, PA 19103
|
|
Chairman of
Discount
Oversight
Committee and
Director
|
|
Director
since 1992;
term expires
2014
|
|
Chairman, Arbela, Inc.;
Director, Lombos
Holdings Limited;
formerly Chairman of
PaineWebber
International Inc.;
formerly Director of
European Equity
Fund
(formerly known as
The Germany Fund,
Inc.); The New
Germany Fund, Inc.;
The Central Europe
and Russia Fund, Inc.
|
|
|
1
|
|
|
Director of Lombos
Holdings Limited;
Former Director of
European Equity
Fund (formerly
known as The
Germany Fund,
Inc.), The New
Germany
Fund,
Inc. and The
Central Europe and
Russia Fund, Inc.
|
|
|
|
|
|
|
|
|
C. William Maher (52)
Aberdeen Asset Management, Inc.
1735 Market St.,
32
nd
Floor
Philadelphia, PA 19103
|
|
Chairman of
Audit
Committee and
Director
|
|
Director since
2003; term
expires 2014
|
|
Chief Financial Officer,
Santa Barbara Tax
Products Group;
Formerly Managing
Director and Chief
Financial Officer of
LPL Financial;
previously
Managing
Director of Nicholas
Applegate Capital
Management
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
Moritz A. Sell (46)
Aberdeen Asset Management, Inc.
1735 Market St.,
32
nd
Floor
Philadelphia, PA 19103
|
|
Director
|
|
Director since
2012; term
expires 2016
|
|
Senior Advisor to
Markston International
LLC, an independent
investment manager;
Previously Director and
market strategist of
Landesbank Berlin AG
(banking) and
its
predecessor, now
holding company,
Landesbank Berlin
Holding AG (formerly
named Bankgesellschaft
Berlin AG) from 1996
to July 2013
|
|
|
3
|
|
|
Director Aberdeen
Australia Equity
Fund, Inc.,
Chairman of The
Singapore Fund,
Inc.
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name (Age) and Address
|
|
Position(s)
Held with
Fund
|
|
Term of
Office;
Length of
Time Served
|
|
Principal Occupation(s)
During Past Five Years
|
|
Number of
Portfolios
in Fund
Complex**
Overseen
by Director
|
|
|
Other Directorships
Held by Director
During the Past
Five Years
|
|
|
|
|
|
|
|
|
Jonathan J.K. Taylor (70)
Aberdeen Asset Management, Inc.
1735 Market St.,
32
nd
Floor
Philadelphia, PA 19103
|
|
Chairman of
the Governance
and Nominating
Committee and
Director
|
|
Director since
1992; term
expires 2014
|
|
Chairman and
Managing Director of
Dragon Partners
Limited (consulting for
investment managers)
|
|
|
1
|
|
|
Chairman of
Schroder Japan
Growth Fund Plc;
Director of Onyx
Country Estates
Limited (family
property company);
Member of
International
Advisory Board
of
Datawind Net
Access Corporation
|
|
|
|
|
|
|
|
|
Tak Lung Tsim (67)
Aberdeen Asset Management, Inc.
1735 Market St.,
32
nd
Floor
Philadelphia, PA 19103
|
|
Director
|
|
Director since
1992; term
expires 2015
|
|
Principal, T.L. Tsim &
Associates Ltd.
|
|
|
1
|
|
|
Member of Li Po
Chun United
World College of
Hong Kong;
Director of
Playmates
Holdings Limited
(toy
company);
Independent
non-executive
Director of Asia
Cement (China)
Holdings
Corporation.
|
|
*
|
Prior to October 14, 2011, John A. Bult was deemed to be an interested person of the Fund.
|
|
**
|
Aberdeen Asia-Pacific Income Fund, Inc., Aberdeen Global Income Fund, Inc., Aberdeen Australia Equity Fund, Inc., Aberdeen Chile Fund, Inc., Aberdeen Emerging Markets
Smaller Company Opportunities Fund, Inc., Aberdeen Israel Fund, Inc., Aberdeen Indonesia Fund, Inc., Aberdeen Latin America Equity Fund, Inc., Aberdeen Singapore Fund, Inc., The India Fund, Inc., The Asia Tigers Fund, Inc., Aberdeen Greater China
Fund, Inc., The Japan Equity Fund, Inc., Aberdeen Funds, Aberdeen Investment Funds, and Aberdeen Global Select Opportunities Fund, Inc. have a common investment manager and/or investment adviser, or an investment manager and/or investment adviser
that is affiliated with the investment manager and/or adviser of the Fund, and may thus be deemed to be part of the same “Fund Complex.”
|
4
Principal Officers
The following persons are executive officers of the Fund as of March 24, 2014:
|
|
|
|
|
|
|
|
|
Name, Address and Age Officers
|
|
Position(s)
Held With
the Fund
|
|
Term of
Office and
Length of
Time Served
|
|
Principal Occupation(s) During
Past Five Years
|
|
Alan Goodson*
c/o Aberdeen Asset
Management Inc.
Attn: US Legal
1735 Market Street, 32nd Floor, Philadelphia, PA 19103
Year of Birth: 1974
|
|
President
|
|
Since 2012
|
|
Currently, Head of Product US, overseeing both Product Management and Product Development for Aberdeen’s registered and unregistered investment companies in the U.S. and
Canada. Mr. Goodson is Vice President of Aberdeen Asset Management Inc. and joined Aberdeen in 2000.
|
|
|
|
|
|
|
Lucia Sitar*
c/o Aberdeen Asset
Management Inc.
Attn: US Legal
1735 Market Street, 32nd Floor,
Philadelphia, PA 19103
Year of Birth: 1971
|
|
Vice President
and Chief Legal
Officer
|
|
Since 2014
|
|
Currently, Managing U.S. Counsel for AAMI. Ms. Sitar joined AAMI in July 2007. Prior to that, Ms. Sitar was an associate attorney in the Investment Management Group of Stradley
Ronon Stevens & Young LLP (law firm)
(2000-2007).
|
|
|
|
|
|
|
Jeffrey Cotton*
c/o
Aberdeen Asset
Management Inc.
Attn:
US Legal
1735 Market Street, 32nd Floor, Philadelphia, PA 19103
Year of Birth: 1977
|
|
Vice President
and Chief
Compliance
Officer
|
|
Since 2014
|
|
Currently, Vice President and Head of Compliance—Americas for Aberdeen Asset Management Inc. Mr. Cotton joined Aberdeen in 2010. Prior to joining Aberdeen, Mr. Cotton was a
Senior Compliance Officer at Old Mutual Asset Management (2009-2010) supporting its affiliated investment advisers and mutual fund platform. Mr. Cotton was also a VP, Senior Compliance Manager at Bank of America / Columbia Management
(2006-2009).
|
|
|
|
|
|
|
Christian Pittard*
c/o Aberdeen Asset
Management Inc.
Attn: US Legal
1735 Market Street, 32nd Floor,
Philadelphia, PA 19103
Year of Birth: 1973
|
|
Vice President
|
|
Since 2012
|
|
Currently, Group Head of Product Development for Aberdeen Asset Management PLC and Director of Aberdeen Asset Managers Limited since 2010. Previously, Director and Vice President
(2006-2008), Chief Executive Officer (from October 2005 to September 2006) of Aberdeen Asset Management Inc.
|
|
|
|
|
|
|
Gary Marshall*
c/o Aberdeen Asset
Management Inc.
Attn: US Legal
1735 Market Street, 32nd Floor, Philadelphia, PA 19103
Year of Birth: 1961
|
|
Vice President
|
|
Since 2014
|
|
Head of Americas since January 2010, which role includes responsibility for overseeing registered and unregistered investment companies in the US and Canada. Mr. Marshall is the
Chief Executive of Aberdeen Asset Management Inc. and joined Aberdeen via the acquisition of Prolific Financial Management in 1997.
|
5
|
|
|
|
|
|
|
|
|
Name, Address and Age Officers
|
|
Position(s)
Held With
the Fund
|
|
Term of
Office and
Length of
Time Served
|
|
Principal Occupation(s) During
Past Five Years
|
|
|
|
|
|
|
Nicholas Yeo*
c/o
Aberdeen Asset
Management Inc.
Attn:
US Legal
1735 Market Street, 32nd Floor,
Philadelphia, PA 19103
Year
of Birth: 1971
|
|
Vice President
and Portfolio
Manager
|
|
Since 2013
|
|
Head of China/Hong Kong Equities team Aberdeen Asset Management Asia Limited since 2007; Asian Equities team (2004-2007); London Emerging Markets team (2000-2004); formerly Trainee
Investment Manager with Murray Johnstone.
|
|
|
|
|
|
|
Sofia Rosala*
c/o
Aberdeen Asset
Management Inc.
Attn:
US Legal
1735 Market Street, 32nd Floor,
Philadelphia, PA 19103
Year
of Birth: 1974
|
|
Vice President
and Deputy
Chief
Compliance
Officer
|
|
Since 2013
|
|
Currently Deputy Fund CCO / U.S. Counsel for AAMI. Ms. Rosala joined Aberdeen in 2012. Prior to joining Aberdeen, she worked as an Associate for Morgan, Lewis and Bockius and as
Corporate Counsel and Vice President at SEI Investments Company.
|
|
|
|
|
|
|
Megan Kennedy*
c/o Aberdeen Asset
Management Inc.
Attn: US Legal
1735 Market Street, 32nd Floor,
Philadelphia, PA 19103
Year of Birth: 1974
|
|
Vice President
and Secretary
|
|
Since 2014
|
|
Currently, Head of Product Management for Aberdeen Asset Management Inc. Ms. Kennedy joined Aberdeen Asset Management Inc. in 2005 as a Senior Fund Administrator. Ms. Kennedy was
promoted to Assistant Treasurer Collective Funds/North American Mutual Funds in February 2008 and promoted to Treasurer Collective Funds/North American Mutual Funds in July 2008.
|
|
|
|
|
|
|
Andrea Melia*
c/o Aberdeen Asset
Management Inc.
Attn: US Legal
1735 Market Street, 32nd Floor,
Philadelphia, PA 19103
Year of Birth: 1969
|
|
Treasurer (and
Principal
Financial
Officer)
|
|
Since 2014
|
|
Currently, Vice President and Head of Fund Administration – U.S. for AAMI (since 2009). Prior to joining Aberdeen, Ms. Melia was Director of Fund Administration and accounting
oversight for Princeton Administrators LLC, a division of BlackRock Inc. and had worked with Princeton Administrators since 1992.
|
|
|
|
|
|
|
Kasey Deja*
c/o
Aberdeen Asset
Management Inc.
1735
Market Street, 32
nd
Floor,
Philadelphia, PA 19103
Year of Birth: 1979
|
|
Assistant
Secretary
|
|
Since 2014
|
|
Currently, Senior Product Manager within Product Management for AAMI. Ms. Deja joined Aberdeen in 2005 as an Analyst in Investment Operations and transferred to the U.S. Transitions
Team in 2007. In 2009, she was promoted to Manager of the U.S. Transitions Team and transferred to her current position in 2011.
|
6
|
|
|
|
|
|
|
|
|
Name, Address and Age Officers
|
|
Position(s)
Held With
the Fund
|
|
Term of
Office and
Length of
Time Served
|
|
Principal Occupation(s) During
Past Five Years
|
|
S
haron Ferrari*
c/o
Aberdeen Asset
Management Inc.
Attn:
US Legal
1735 Market Street, 32nd Floor,
Philadelphia, PA 19103
Year
of Birth: 1977
|
|
Assistant
Treasurer
|
|
Since 2014
|
|
Currently, Senior Fund Administration Manager for AAMI. Ms. Ferrari joined AAMI as a Senior Fund Administrator in 2008. Prior to joining AAMI, Ms. Ferrari was an Accounting Analyst
at Delaware Investments.
|
|
*
|
Messrs. Goodson, Cotton, Yeo, Marshall, and Pittard and Mses. Sitar, Melia, Kennedy, Deja, Ferrari, and Rosala hold officer position(s) in one or more of the following:
Aberdeen Asia-Pacific Income Fund, Inc., Aberdeen Global Income Fund, Inc., Aberdeen Australia Equity Fund, Inc., Aberdeen Emerging Markets Smaller Company Opportunities Fund, Inc., Aberdeen Israel Fund, Inc., Aberdeen Indonesia Fund, Inc., Aberdeen
Latin America Equity Fund, Inc., Aberdeen Chile Fund, Inc., Aberdeen Singapore Fund Inc., The India Fund Inc., The Asia Tigers Fund Inc., The Japan Equity Fund, Inc., Aberdeen Greater China Fund, Inc., Aberdeen Funds, Aberdeen Investment Funds, and
Aberdeen Global Select Opportunities Fund, Inc. each of which may also be deemed to be a part of the same “Fund Complex.”
|
7
Leadership Structure, Role in Risk Oversight and Qualifications of the Board of Directors
The Board of Directors is responsible for oversight of the Fund. The Fund has engaged the Investment Manager to manage the Fund on a
day-to-day basis. The Board oversees the Investment Manager and certain other principal service providers in the operations of the Fund. The Board of Directors is currently composed of six directors, all of whom are independent directors. The Board
meets in-person at regularly scheduled meetings at least two times throughout the year. In addition, the directors may meet in-person or by telephone at special meetings or on an informal basis at other times. As described below, the Board of
Directors has established five standing committees — Executive, Audit, Discount Oversight, Governance and Nominating, and Management Engagement — and may establish ad hoc committees or working groups from time to time, to assist the Board
of Directors in fulfilling its oversight responsibilities.
The Board of Directors is chaired by an independent director. As
chair, this independent director leads the Board of Directors in its activities. The directors have determined that the Board of Directors’ leadership and committee structure is appropriate because the Board of Directors believes it sets the
proper tone for the relationships between the Fund, on the one hand, and the Investment Manager and certain other principal service providers, on the other, and facilitates the exercise of the Board’s independent judgment in evaluating and
overseeing the relationships. In addition, the structure efficiently allocates responsibility among committees.
The Board of
Directors has concluded that, based on each director’s experience, qualifications, attributes or skills on an individual basis and in combination with those of the other directors, each director should serve as a director. Among other
attributes common to all directors are their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the various service providers to the Fund, and to exercise reasonable business
judgment in the performance of their duties as directors. In addition, the Board of Directors has taken into account the actual service and commitment of the directors during their tenure in concluding that each should continue to serve. A
director’s ability to perform his or her duties effectively may have been attained through a director’s educational background or professional training; business, consulting, public service or academic positions; experience from service as
a director of the Fund, other funds in the fund complex, public companies, or non-profit entities or other organizations; or other experiences. Also, set forth below is a brief discussion of the specific experience, qualifications, attributes or
skills of each director that led the Board of Directors to conclude that he or she should serve as a director.
Investing in
general and the operation of a fund involve a variety of risks, such as investment risk, compliance risk, and operational risk, among others. The Board of Directors oversees risk as part of its oversight of the Fund. Risk oversight is addressed as
part of various regular Board of Directors and committee activities. The Board of Directors, directly or through its committees, reviews reports from among others, the Investment Manager, the Fund’s chief compliance officer, the Fund’s
independent registered public accounting firm, and counsel, as appropriate, regarding risks faced by the Fund and the risk management programs of the Investment Manager and certain service providers. The actual day-to-day risk management with
respect to the Fund resides with the
8
Investment Manager and other service providers to the Fund. Although the risk management policies of the Investment Manager and the service providers are designed to be effective, those policies
and their implementation vary among service providers and over time, and there is no guarantee that they will be effective. Not all risks that may affect the Fund can be identified or processes and controls developed to eliminate or mitigate their
occurrence or effects, and some risks are simply beyond any control of the Fund or the Investment Manager, its affiliates or other service providers.
John A. Bult was selected to be a director of the Fund given his experience as both an officer and a director in the financial services industry, including service as a director of other closed-end
investment companies. Mr. Bult is the Chairman of Arbela, Inc. Mr. Bult serves as director of Lombos Holdings Limited. Mr. Bult previously served as the Chairman of PaineWebber International Inc. and was also previously a director at
The European Equity Fund, Inc. (formerly known as The Germany Fund, Inc.), The New Germany Fund, Inc., and The Central Europe and Russia Fund, Inc. As previously noted, Mr. Bult is not standing for reelection at the meeting and is retiring from his
position as Director, effective June 9, 2014.
John A. Hawkins was selected to be a director of the Fund given his experience
as both an officer and a director in the financial services industry. Mr. Hawkins also has experience in the Asian financial markets. Mr. Hawkins previously served as Executive Vice President — Private Clients for The Bank of Bermuda
Ltd. and was a director for HSBC Investment Solutions PLC. Mr. Hawkins serves as a director of Advance Developing Markets Fund Ltd., Raffles Asia Investment Company Ltd., SR Global Fund Inc. and MW Japan Fund Ltd.
C. William Maher was selected to be a director of the Fund given his experience as an officer in the financial services industry,
including his experience as a chief financial officer. Mr. Maher previously served as Managing Director and Chief Financial Officer of LPL Financial and Managing Director of Nicholas Applegate Capital Management. Mr. Maher is Chief Financial
Officer of Santa Barbara Tax Products Group.
Moritz A. Sell was selected to be a director of the Fund given his experience as
a director and marketing strategist for a European financial institution and serving as a director of other country-focused closed-end funds. Mr. Sell is a Senior Advisor to Markston International LLC, an independent investment manager.
Jonathan J.K. Taylor was selected to be a director of the Fund given his experience as both an officer and a director in the financial
services industry. Mr. Taylor is the Chairman and Managing Director of Dragon Partners Limited. Mr. Taylor is also Chairman of Schroder Japan Growth Fund Plc, and a director of Onyx Country Estates Limited and the International Advisory
Board of Datawind Net Access Corporation.
Tak Lung Tsim was selected to be a director of the Fund given his experience as
both an officer and a director of a variety of companies. Mr. Tsim also has experience in the Asian financial markets. Mr. Tsim is a Principal at T.L. Tsim & Associates Ltd. Mr. Tsim is a member of Li Po Chun United World
College of Hong Kong. Mr. Tsim is a director of Playmate Holdings Limited and Asia Cement (China) Holdings Corporation.
9
Board Meetings and Committees
The Board of Directors of the Fund has an Executive Committee, an Audit Committee, a Governance and Nominating Committee, a Discount
Oversight Committee and a Management Engagement Committee. The Board does not have a compensation committee.
The Board of
Directors met five times during the fiscal year ended December 31, 2013. During such period, each director attended at least 75% of the aggregate of all meetings of the Board of Directors and of the committees of the Board on which they served.
The Board does not have a policy regarding Board member attendance at the annual meeting of stockholders. The Chairman of the
Fund’s Board in 2013 attended the 2013 annual meeting of stockholders.
Executive Committee
The Board of Directors has an Executive Committee that currently consists of Messrs. Maher, Taylor and Hawkins. Following the completion
of the 2014 annual meeting, the Executive Committee will remain unchanged. Each current and prospective member of the Executive Committee is not an “interested person” of the Fund or of the Investment Manager within the meaning of
Section 2(a)(19) of the 1940 Act (a “non-interested director”). The Executive Committee is authorized to exercise the general powers of the Board of Directors between meetings of the Board. The Executive Committee met twice during the
fiscal year ended December 31, 2013.
Audit Committee
The Board of Directors has an Audit Committee that currently consists of Messrs. Hawkins, Maher, and Taylor. Following the completion of
the 2014 annual meeting, the Audit Committee will remain unchanged. Each current and prospective member of the Audit Committee (i) is a non-interested director and (ii) meets the “independence” requirements of Rule
10A-3(b)(1)
under the Securities Exchange Act of 1934, as amended. The Board has determined that Messrs. Maher and Hawkins are each an “audit committee financial expert” under the applicable standards set
forth in the rules and regulations of the Securities and Exchange Commission.
Audit Committee Report
The Board of Directors has an Audit Committee consisting of Messrs. Hawkins, Maher, and Taylor, each of whom (i) is not an
“interested person” of the Fund or of the Investment Manager within the meaning of Section 2(a)(19) of the 1940 Act and (ii) meets the “independence” requirements of Rule
10A-3(b)(1)
under the Securities Exchange Act of 1934, as amended. The Audit Committee met five times during the fiscal year ended December 31, 2013. The Audit Committee has a charter, a copy of which is
available on the Fund’s web site at http://www.aberdeengch.com.
10
The function of the Audit Committee is to oversee the Fund’s accounting and financial
reporting processes, which includes the selection, retention, compensation and termination of the Fund’s independent registered public accounting firm. In connection therewith, the Audit Committee reviews with management and the Fund’s
independent registered public accounting firm, among other things, the scope of the independent registered accounting firm’s audit of the Fund’s financial statements, reviews and discusses the Fund’s annual audited financial
statements with management, reviews the independent registered public accounting firm’s required communications regarding the scope and results of the audit, reviews and approves in advance the type of services to be rendered by the independent
registered public accounting firm, reviews matters related to the independence of the Fund’s independent registered public accounting firm and in general considers and reports to the Board on matters regarding the Fund’s accounting and
financial reporting processes.
In performing its oversight function, at a meeting held on February 10, 2014, the Audit
Committee reviewed and discussed the Fund’s audited financial statements as of and for the year ended December 31, 2013 with management of the Fund and the Fund’s independent registered public accounting firm and discussed the audit of
such financial statements with the independent registered public accountants. The Audit Committee also discussed with the independent registered public accountants the matters required to be discussed by SAS 61 (Codification of Statements on
Auditing Standards, AU Section 380). The Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees) and discussed with the independent registered public accounting firm its independence.
The
members of the Audit Committee are not, and do not represent themselves to be, accountants or auditors by profession or experts in the fields of accounting or auditing, including in respect of auditor independence or internal controls
notwithstanding the fact that one or more members may be designated an “audit committee financial expert.” Moreover, the Audit Committee relies on and makes no independent verification of the facts presented to it or representations made
by management or the independent registered public accountants. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate financial reporting principles and
policies, or internal controls, designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions referred to above do not provide assurance that the
audit of the Fund’s financial statements has been carried out in accordance with generally accepted auditing standards, that the financial statements are presented in accordance with generally accepted accounting principles or that the
Fund’s independent registered public accounting firm is in fact “independent.”
Based on its consideration of
the audited financial statements and the discussions and reports referred to above with management and the independent registered public accounting firm, and subject to the limitations on the responsibilities and role of the Audit Committee set
forth in the Audit Committee Charter and those discussed above, the Audit Committee recommended to the
11
Board of Directors of the Fund that the Fund’s audited financial statements as of and for the year ended December 31, 2013 be included in the Fund’s annual report to stockholders for
the fiscal year ended December 31, 2013.
John A. Hawkins
C. William Maher
Jonathan J.K. Taylor
February 10, 2014
Discount Oversight Committee
The Board has a Discount Oversight Committee that currently consists of Messrs. Bult, Hawkins, Sell and Maher. Following the completion
of the 2014 annual meeting, the Discount Oversight Committee will consist of Messrs. Hawkins, Maher and Sell. Each current and prospective member of the Discount Oversight Committee is a non-interested director. The Discount Oversight Committee did
not meet during the fiscal year ended December 31, 2013. The Discount Oversight Committee is responsible for monitoring the discount at which the Fund’s shares trade on the New York Stock Exchange from the Fund’s net asset value per
share.
Governance and Nominating Committee
The Board has a Governance and Nominating Committee that currently consists of Messrs. Bult, Sell, Hawkins, Taylor and Tsim. Following the completion of the 2014 annual meeting, the Governance and
Nominating Committee will consist of Messrs. Hawkins, Sell, Taylor and Tsim. Each current and prospective member of the Governance and Nominating Committee is a non-interested director. The Governance and Nominating Committee met twice during the
fiscal year ended December 31, 2013. The Governance and Nominating Committee has a charter, a copy of which is available on the Fund’s website at http://www.aberdeengch.com.
The Governance and Nominating Committee is responsible for identifying individuals qualified to become members of the Board of Directors,
selecting or recommending that the Board select the Fund’s nominees to be submitted to the stockholders for election as directors of the Fund each year or, if applicable, at a special meeting of stockholders. In the case of a vacancy in the
office of a director, the Governance and Nominating Committee may recommend a nominee to fill such vacancy either through appointment by the Board of Directors or through election by stockholders. The Governance and Nominating Committee is also
responsible for reviewing with the Board the requisite skills and criteria for new Board members as well as the composition of the Board as a whole.
The Governance and Nominating Committee has used an informal process to identify potential candidates for nomination as directors. Candidates for nomination have been recommended by existing directors,
and considered by the Governance and Nominating Committee and the Board of Directors.
12
The Governance and Nominating Committee will consider nominees recommended by stockholders,
provided that such recommendations are made in writing to Megan Kennedy, the Secretary of the Fund, c/o Aberdeen Asset Management, Inc. 1735 Market St., 32nd Floor Philadelphia, PA 19103. Each recommendation should include a personal biography of
the suggested nominee, an indication of the background or experience that qualifies the person for consideration and a statement that the person has agreed to serve if nominated and elected. Nominees will be evaluated based on the criteria set forth
in the Governance and Nominating Committee Charter, which provides that the Governance and Nominating Committee will take into consideration the criteria approved by the Board of Directors of the Fund, including, but not limited to, the
candidate’s personal and professional integrity, business judgment, relevant experience and skills (including experience with investment companies and other organizations of comparable purpose, complexity and size and subject to similar legal
restrictions and oversight), the existence of conflicts of interest, the potential to be an effective director on the Board and any committees of the Board and other factors that the Governance and Nominating Committee considers appropriate. When
assessing a candidate for nomination the Committee also considers whether the individual’s background, skills, and experience will complement the background, skills and experience of other nominees and will contribute to the diversity of the
Board. The evaluation process does not depend on the source of the recommendation. The relevant dates and other pertinent information for the submission of stockholder proposals for the following year’s annual meeting of stockholders are set
forth below under “Other Matters—Stockholder Proposals”.
Management Engagement Committee
The Board of Directors has a Management Engagement Committee consisting of Messrs. Hawkins, Maher, and Tsim. Each member of the
Management Engagement Committee is a non-interested director. The Management Engagement Committee did not meet during the fiscal year ended December 31, 2013. The Management Engagement Committee is responsible for reviewing on an interim basis,
on behalf of the Board of Directors, the performance of the Investment Manager and related matters.
13
Transactions with and Compensation of Directors and Officers
The Fund’s officers receive no compensation from the Fund. The directors who are “interested persons” of the Fund or of
the Investment Manager within the meaning of Section 2(a)(19) of the 1940 Act receive no compensation from the Fund. The following table provides information regarding the compensation paid by the Fund for the fiscal year ended
December 31, 2013, to the persons who were non-interested directors during such period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Director
|
|
Aggregate
Compensation
from Fund
|
|
|
Pension or
Retirement
Benefits
Accrued As Part
of Fund
Expenses
|
|
|
Estimated
Annual Benefits
Upon
Retirement
|
|
|
Total
Compensation
from Fund and
Fund Complex
Paid to
Directors
(1)
|
|
|
Edward Y. Baker (Independent Director)*
|
|
$
|
28,500
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
28,500
|
(1)
|
|
John A. Bult (Independent Director)
|
|
$
|
28,500
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
28,500
|
(1)
|
|
Vincent Duhamel (Independent Director)*
|
|
$
|
14,125
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
14,125
|
(1)
|
|
Gregory A. Hazlett (Independent Director)**
|
|
$
|
10,500
|
|
|
|
|
|
|
|
|
|
|
$
|
29,963
|
(2)
|
|
John A. Hawkins (Independent Director)
|
|
$
|
46,625
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
46,625
|
(1)
|
|
C. William Maher (Independent Director)
|
|
$
|
38,500
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
38,500
|
(1)
|
|
Moritz A. Sell (Independent Director)
|
|
$
|
28,500
|
|
|
|
|
|
|
|
|
|
|
$
|
83,400
|
(3)
|
|
Jonathan J.K. Taylor (Independent Director)
|
|
$
|
41,500
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
41,500
|
(1)
|
|
Tak Lung Tsim (Independent Director)
|
|
$
|
32,075
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
32,075
|
(1)
|
|
(1)
|
The number in parentheses indicates the total number of funds in the Fund Complex on which the Director serves or served at any time during the fiscal year ended
December 31, 2013.
|
|
*
|
Mr. Baker and Mr. Duhamel retired effective June 15, 2013.
|
|
**
|
Mr. Hazlett resigned effective June 14, 2013.
|
The directors of the Fund do not receive any pension or retirement benefits from the Fund. Each non-interested director receives fees, paid by the Fund, of (i) $2,500 (or, in the case of the
Fund’s Chairman, $4,000) per directors’ meeting attended, (ii) $1,500 (or, in the case of any committee chairman, $2,000) per committee meeting attended and (iii) an annual director’s fee of $16,000.
The Investment Manager supervises the Fund’s investments, pays the compensation and certain expenses of its personnel who serve as
officers of the Fund and receives a management fee for its services.
14
Director Ownership of Equity Securities in the Fund or Fund Complex
As of March 24, 2014, directors of the Fund beneficially owned the following amounts of equity securities in the Fund and/or Fund Complex
(unless otherwise noted, beneficial ownership is based on sole voting and investment power):
|
|
|
|
|
|
|
Name of Director
|
|
Dollar Range of Equity
Securities in the Fund
|
|
Aggregate Dollar Range of Equity
Securities in All Registered
Investment Companies
Overseen
by Director in Fund Complex
|
|
John A. Bult (Independent Director)
|
|
$10,001–50,000
|
|
$10,001–50,000
|
|
John A. Hawkins (Independent Director)
|
|
$10,001–50,000
|
|
$10,001–50,000
|
|
C. William Maher (Independent Director)
|
|
$0
|
|
$0
|
|
Moritz A. Sell (Independent Director)
|
|
$10,001–50,000
|
|
$50,001–100,000
|
|
Jonathan J.K. Taylor (Independent Director)
|
|
$50,001–100,000
|
|
$50,001–100,000
|
|
Tak Lung Tsim (Independent Director)
|
|
$0
|
|
$0
|
As of March 24, 2014, the directors and officers of the Fund as a group beneficially owned less than 1%
of the outstanding shares of common stock of the Fund.
Director Ownership of Securities in Investment Advisors or Principal Underwriters
of the Fund or Their Affiliates
As of December 31, 2013, non-interested directors of the Fund and their immediate
family members did not own beneficially or of record any securities in investment advisers or principal underwriters of the Fund or the affiliates of such investment advisors and underwriters.
Control Persons and Principal Holders of Securities
To the best of the Fund’s knowledge, as of March 24, 2014, based upon the Fund’s review of filings of Schedule 13D and Schedule 13G in respect of the Fund’s common stock, no investor has
reported beneficial ownership of more than 5% of the Fund’s outstanding common stock.
As of the close of business on
March 24, 2014, Cede & Co., a nominee for participants in The Depository Trust Company, held of record 8,944,054 shares, equal to approximately 97.23% of the outstanding shares of the Fund.
OTHER ADDITIONAL INFORMATION ABOUT THE FUND
Investment Manager and Administrator
On January 8, 2013, the
shareholders of the Fund voted to approve a new investment management agreement between the Fund and Aberdeen Asset Management Asia Limited, replacing the Fund’s prior investment manager, Baring Asset Management (Asia) Ltd. Aberdeen Asset
Management Asia Limited, located at 21 Church Street
#01-01,
Capital Square Two, Singapore 049480, is a Singapore corporation that is a wholly owned subsidiary of Aberdeen Asset Management PLC, with its
principal office located at 10 Queen’s Terrace, Aberdeen, United Kingdom AB10 1YG.
15
Aberdeen Asset Management, Inc. serves as the Fund’s administrator as of the close of
business February 14, 2014. The administrator’s offices are located at 1735 Market St., 32nd Floor, Philadelphia, PA 19103.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, and Section 30(h) of the 1940 Act as applied to the Fund require the Fund’s officers and directors, persons who
beneficially own more than 10 percent of a registered class of the Fund’s own equity securities and certain other persons to file reports of ownership of the Fund’s securities and changes in such ownership with the Securities and Exchange
Commission and the New York Stock Exchange. Based solely upon its review of the copies of such forms furnished to it, and written representations from certain reporting persons that no reports on Form 5 were required for those persons, during the
fiscal year ended December 31, 2013, the Fund believes that all filings applicable to the Fund’s officers, directors and ten-percent stockholders required for such fiscal year were made.
Independent Registered Public Accounting Firm
The Audit Committee of the Board has recommended, and the Board of Directors, including a majority of those members who are non-interested directors, has selected, KPMG LLP (“KPMG”) as the
independent registered public accounting firm to audit the accounts of the Fund for the fiscal year ended December 31, 2013. KPMG served as the independent registered public accounting firm to audit the Fund’s accounts for the fiscal year
ended December 31, 2013. The Board does not know of any direct or indirect financial interest of KPMG in the Fund. Representatives of KPMG are not expected to be present at the 2014 annual meeting.
The aggregate fees billed to the Fund by KPMG for services rendered by KPMG for the fiscal years ended December 31, 2013 and 2012
are described below.
Audit Fees
For the fiscal years ended December 31, 2013 and December 31, 2012, the aggregate audit fees billed by KPMG to the Fund are shown in the table below.
|
|
|
|
|
2013
|
|
2012
|
|
$57,000
|
|
$57,000
|
Fees included in the audit fees category are those associated with the annual audits of financial
statements and services that are normally provided in connection with statutory and regulatory filings or engagements and registration statement consents.
16
Audit-Related Fees
In each of the fiscal years ended December 31, 2013 and December 31, 2012, the aggregate audit-related fees billed by KPMG for services rendered for assurance and related services to the Fund
that are reasonably related to the performance of the audits or reviews of the Fund’s semi-annual financial statements, but not reported as audit fees, are shown in the table below.
Tax Fees
In each of the fiscal years ended December 31, 2013 and December 31, 2012, the aggregate tax fees billed by KPMG for professional services rendered for tax services for the Fund are shown in the
table below.
Fees included in the tax fees category comprise all services performed by professional staff in the
independent accountant’s tax division except those services related to audits. This category comprises fees for tax compliance and tax return preparation.
All Other Fees
In each of the fiscal years ended December 31,
2013 and December 31, 2012, the aggregate fees billed by KPMG for all other non-audit services are shown in the table below.
Fees included in the all other fees category would consist of services related to internal control
reviews, strategy and other consulting, financial information systems design and implementation, consulting on other information systems, and other tax services unrelated to the Fund.
Audit Committee Pre-approval Policies and Procedures
The
Fund’s Audit Committee pre-approves in advance at regularly scheduled Audit Committee meetings all audit and non-audit services (to the extent that such service directly affects the financial reporting or operations of the Fund) performed by
the Fund’s independent registered public accounting firm for the Fund, the Investment Manager, and any entity controlling, controlled by, or under common control with the Investment Manager that provides ongoing services to the Fund. If such a
service is required between regularly scheduled audit meetings, pre-approval may be authorized by the Chairman of the Audit Committee. The
17
Chairman will update the Audit Committee at the next regularly scheduled meeting of any interim approval granted.
Services Approved Pursuant to Paragraph (c)(7)(i)(c) of Rule 2-01 of Regulation S-X
There were no services included in Audit Related Fees, Tax Fees and All Other Fees above that were approved by the Fund’s Audit Committee pursuant to paragraph (c)(7)(i)(C) of
Rule 2-01
of Regulation S-X.
For the fiscal years ended December 31, 2013 and
December 31, 2012, the aggregate fees for non-audit services rendered on behalf of the Fund (“Covered Services”), its investment adviser and any entity controlling, controlled by, or under common control with the investment adviser
(“Non-covered Services”) that provides ongoing services to the Fund are shown in the table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
|
2012
|
|
|
Covered Services
|
|
$
|
0
|
|
|
$
|
0
|
|
|
Non-covered Services
|
|
$
|
0
|
|
|
$
|
0
|
|
During the past fiscal year, there were no Covered Services or Non-covered Services required to be
considered by the Fund’s Audit Committee under paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X. Accordingly, the Audit Committee was not required to consider whether the provision of any Covered Services or Non-covered Services by KPMG
would be compatible with maintaining the independence of KPMG.
OTHER MATTERS
The Board of Directors is not aware of any other business to be brought before the meeting other than as set forth above. If, however,
any other matters properly come before the meeting, it is the intention of the persons named in the enclosed proxy form to vote such proxies on such matters in accordance with their discretion.
Miscellaneous
Proxies
will be solicited by mail and may be solicited in person or by telephone by directors or officers of the Fund or personnel of Computershare, Inc., the Fund’s transfer agent. The Fund expects that broker-dealer firms holding shares of the Fund
in “street name” for their customers will request voting instructions from their customers and beneficial owners. If these instructions are not received by the date specified in the broker-dealer firms’ proxy solicitation materials,
the Fund understands that New York Stock Exchange rules permit the broker-dealers to vote on the proposal for election of directors on behalf of their customers and beneficial owners. For election of directors, certain broker-dealers may exercise
discretion over shares held in their name for which no instructions are received by voting these shares in the same proportion as they vote shares for which they received instructions.
18
A majority of the shares entitled to vote, present in person or represented by proxy, will
constitute a quorum at the meeting. The shares over which broker-dealers have discretionary voting power, the shares that represent “broker non-votes” (i.e., shares held by brokers or nominees as to which (i) instructions have not
been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter), and the shares whose proxies reflect an abstention on any item will all be
counted as shares present and entitled to vote for purposes of determining whether the required quorum of shares exists.
In
the event that sufficient votes in favor of any proposal set forth in the notice of this meeting are not received by June 9, 2014, the persons named as attorneys in the enclosed proxy may propose one or more adjournments of the meeting to permit
further solicitation of proxies. Any such adjournment will require the affirmative vote of the holders of a majority of the shares present in person or by proxy at the session of the meeting to be adjourned. The persons named as attorneys in the
enclosed proxy will vote in favor of such adjournment those proxies which they are entitled to vote in favor of the proposal for which further solicitation of proxies is to be made. They will vote against any such adjournment those proxies required
to be voted against such proposal. Abstentions and broker non-votes shall not be counted or voted for purposes of, and accordingly will have no effect on the outcome of, a vote to adjourn the meeting. The costs of any such additional solicitation
and of any adjourned session will be borne by the Fund.
The Fund’s annual report to stockholders for the fiscal year
ended December 31, 2013, was mailed to stockholders on or about February 28, 2014. The Fund will furnish, without charge, a copy of its 2013 annual report and the most recent semiannual report succeeding that annual report, if any, to any
stockholder upon request.
Requests should be directed to the Fund’s administrator, Aberdeen Asset Management, Inc.; telephone: 866-839-5205.
Stockholder Proposals
Stockholder proposals intended to be presented at
the Fund’s 2015 annual meeting of stockholders of the Fund must be received by the Fund on or before December 12, 2014 in order to be included in the Fund’s Proxy Statement and form of proxy relating to that meeting.
In addition, the Fund’s By-Laws provide that if a stockholder of record entitled to vote desires to bring proposals (including
Director nominations) before the 2015 annual meeting of stockholders, written notice of such proposals as prescribed in the By-Laws must be received by the Fund’s Secretary, Megan Kennedy, Secretary of the Fund, c/o Aberdeen Asset Management,
Inc. 1735 Market St., 32nd Floor Philadelphia, PA 19103, not later than February 9, 2015 nor earlier than January 10, 2015. Written notice must include a brief description of the business to be brought before the annual meeting, the
reasons for conducting such business at the annual meeting, the number of shares of common stock beneficially owned by the proposing stockholder and any material interest of the proposing stockholder in the proposed business and must otherwise
comply with the requirements of the Fund’s By-Laws. However, in the event that the date of the 2015 annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the 2014 annual meeting, notice by a
stockholder to be timely must be so delivered not earlier than the 150th day prior to the date of 2015 annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to
19
the date of such annual meeting or the tenth day following the day on which public announcement (as defined in the Fund’s By-Laws) of the date of such meeting is first made by the Fund.
Stockholders are advised to refer to the By-Laws, a current copy of which may be obtained without charge upon request from
the Fund’s Secretary.
The mere submission of a proposal or notice of proposal by a stockholder does not guarantee that
such proposal will be included in the Fund’s proxy statement or otherwise considered at such annual meeting because certain federal rules of the SEC and the Fund’s By-Laws, respectively, must be complied with before consideration of the
proposal is required.
Important Notice Regarding Delivery of Shareholder Documents
In accordance with a notice sent to certain “street name” stockholders who share a single address, only one copy of this Proxy
Statement is being sent to that address unless we received contrary instructions from any shareholder at that address. This practice, known as “householding,” is designed to reduce our printing and postage costs. However, if any
shareholder residing at such an address wishes to receive a separate copy of this Proxy Statement, he or she may contact their broker, and we will deliver those documents to such shareholder promptly upon receiving the request. If you are receiving
multiple copies of our annual report and proxy statement, you may request householding in the future by contacting your broker.
Stockholder Communications
The Board of Directors has a process for stockholders of the Fund to send communications to it. Any stockholder that wishes to communicate with the Board of Directors or a specific director may do so by
submitting correspondence in writing to the Fund administrator, Aberdeen Asset Management, Inc. 1735 Market St., 32nd Floor Philadelphia, PA 19103, referencing the Fund and specifying the intended addressee. Stockholder communications addressed to
the Board of Directors will be forwarded promptly after receipt to the Chairman of the Board for review. The Chairman will review each such communication in order to determine whether the communication should be relayed directly to each Board
member. Stockholder communications that the Chairman determines involve routine matters will be forwarded to the Fund’s administrator and/or officers of the Fund for review and response, and the Chairman will report to the full Board, as
appropriate, on the nature and substance of such communications. Stockholder communications that the Chairman determines involve non-routine matters will be forwarded to each member of the Board for review. Stockholder communications addressed to a
specific director will be forwarded to the addressee promptly upon receipt.
By order of the Board of
Directors,
MEGAN KENNEDY
Secretary
20
EVERY STOCKHOLDER’S VOTE IS IMPORTANT
|
|
|
|
|
|
|
|
|
EASY VOTING OPTIONS:
|
|
|
|
|
|
|
|
|
|
VOTE ON THE INTERNET
Log on to:
www.proxy-direct.com
or scan the QR code
Follow
the on-screen instructions
available 24 hours
|
|
|
|
|
|
|
|
|
|
VOTE BY PHONE
Call 1-800-337-3503
Follow
the recorded instructions
available 24 hours
|
|
|
|
|
|
|
|
|
|
VOTE BY MAIL
Vote, sign and date this Proxy
Card and return in the
postage-paid envelope
|
|
|
|
|
|
|
|
|
|
VOTE IN PERSON
Attend Stockholder Meeting
712 Fifth Avenue, 49th Floor
(entrance on 56th Street)
New York, NY 10019
on June
9, 2014
|
Please detach at perforation before mailing.
|
|
|
|
|
|
|
PROXY
|
|
ABERDEEN GREATER CHINA FUND, INC.
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 9, 2014
|
|
PROXY
|
THIS PROXY IS BEING S
OLICITED BY THE BOARD OF DIRECTORS
. The undersigned Stockholder(s) of Aberdeen Greater China
Fund, Inc., revoking previous proxies, hereby appoints Alan Goodson, Megan Kennedy, and Kasey Deja or any one of them true and lawful attorneys with power of substitution of each, to vote all shares of Aberdeen Greater China Fund, Inc., which the
undersigned is entitled to vote, at the Annual Meeting of Stockholders to be held on June 9, 2014, at 1:30 p.m. New York time, at the offices of Aberdeen Asset Management Inc., 712 Fifth Avenue, 49th Floor (entrance on 56th Street), New York, New
York 10019, and at any adjournment or postponement thereof as indicated on the reverse side.
In their discretion, the proxy holders named above are
authorized to vote upon such other matters as may properly come before the meeting or any adjournment or postponement thereof.
Receipt of the Notice
of the Annual Meeting and the accompanying Proxy Statement is hereby acknowledged. If this Proxy is executed but no instructions are given, the votes entitled to be cast by the undersigned will be cast “FOR” the nominees for director
(Proposal 1).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VOTE VIA THE INTERNET:
www.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-800-337-3503
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note
: Please sign exactly as your name(s) appear(s) on this Proxy. Joint owners should each sign personally. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or
in another representative capacity, please give the full title under the signature.
|
|
|
|
|
|
|
|
|
|
Signature and Title,
if applicable
|
|
|
|
|
|
|
|
|
|
Signature (if held
jointly)
|
|
|
|
|
|
|
|
|
|
|
|
Date
|
|
|
|
GCH_25555_032714
|
PLEASE SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
EVERY STOCKHOLDER’S VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the
Aberdeen Greater China Fund, Inc.
Stockholders Meeting to Be Held on June 9, 2014, at 1:30 p.m. (New York time)
The Proxy Statement for this meeting is available at:
www.aberdeenGCH.com
IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,
YOU NEED NOT RETURN THIS PROXY CARD
Please detach at perforation before mailing.
In their discretion, the proxy holders are authorized to vote upon the matters set forth in the Notice of Meeting and Proxy Statement dated April
11, 2014 and upon all other such matters as may properly come before the meeting or any adjournment or postponement thereof.
THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE NOMINEES FOR DIRECTOR IN PROPOSAL 1.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR
BLACK INK. Example:
¢
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
|
To elect two Class II Directors to the Board of Directors to serve until the 2017 Annual Meeting of Stockholders.
01 C. William Maher
02 Jonathan J.K. Taylor
INSTRUCTIONS:
To withhold authority to vote for any individual nominee(s), mark the box “FOR ALL EXCEPT” and write the nominee’s
number on the line provided below.
|
|
|
|
FOR
ALL
¨
|
|
WITHHOLD
ALL
¨
|
|
FOR ALL
EXCEPT
¨
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.
|
|
To transact such other business as may properly come before the Annual Meeting.
|
|
|
|
|
|
|
|
|
|
|
PLEASE SIGN AND DATE ON THE REVERSE SIDE
GCH_25555_032714
Aberdeen Greater China Fund, (NYSE:GCH)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Aberdeen Greater China Fund, (NYSE:GCH)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024
