Section 240.14a-101 Schedule 14A.
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))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
THE R.O.C. TAIWAN FUND
..................................................................
(Name of Registrant as Specified In Its 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 paid previously 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:
.......................................................
[THE R.O.C. TAIWAN FUND LETTERHEAD]
June 3, 2003
Dear R.O.C. Taiwan Fund Shareholder:
By now you should have received our proxy statement and WHITE proxy card for
the Annual Meeting of The R.O.C. Taiwan Fund (the 'Trust') scheduled for June
24, 2003. You may also soon receive proxy materials from a dissident
shareholder, Laxey Partners Limited ('Laxey'), together with a gold proxy card.
Laxey is asking you, our shareholders, to withhold authority for the election of
three Trustees, to vote for the open-ending proposal (which the Board of
Trustees opposes but is required to present for shareholder consideration by the
Trust's organizing documents) and to support Laxey's own 'shareholder proposal'
to terminate the Trust's investment advisory contract with International
Investment Trust Company ('IIT').
YOUR BOARD OF TRUSTEES BELIEVES THAT LAXEY IS TRYING TO FORCE THE TRUST TO
USE YOUR ASSETS TO GIVE LAXEY A QUICK PROFIT AT THE EXPENSE OF LONG-TERM
SHAREHOLDERS. How? By taking advantage of the tendency of virtually ALL
closed-end country funds to trade at a discount to their net asset value
('NAV').
WE URGE OUR SHAREHOLDERS TO CONSIDER THE FOLLOWING:
IIT has been the investment adviser of the Trust from the inception of the
Trust as a New York Stock Exchange-traded closed-end fund in 1989. Since
then, IIT has become the largest securities investment trust enterprise in
Taiwan in terms of assets under management.
The Trust has outperformed the Taiwan Stock Exchange Index in four of the
last five calendar years. Michael Ding, currently the President of both the
Trust and IIT, began managing the portfolio of the Trust in 1999.
As of the close of trading on May 30, 2003, the shares of the Trust traded
at a discount to NAV of only 6.30%. This discount compared favorably with
almost every other 'country fund' traded on the New York Stock Exchange.
ON THE OTHER HAND:
LAXEY DOESN'T CARE that our shareholders have told us again and again
that they want the Trust to continue to be available as a vehicle for
investing in Taiwan and China.
LAXEY DOESN'T CARE that the Trust's efficiency as an investment vehicle
would suffer if the Trust is required to dissipate its assets so Laxey can
get what it wants.
LAXEY DOESN'T EVEN CARE if its actions would ultimately force the Trust
to liquidate.
WHY? Because Laxey cares only about Laxey.
WHO IS LAXEY AND WHAT DO THEY WANT?
Laxey is an Isle of Man company that was formed in 1998 and acts as the
investment manager for a group of arbitrage funds. The co-owners, Colin
Kingsnorth and Andrew Pegge, have an extensive track record of seeking to line
their own pockets by attacking funds that trade at a discount. Perhaps the Laxey
agenda was best described in a British newspaper, which after noting that 'the
[Laxey] group makes money by agitating for change' and citing the assessment by
one Laxey analyst that '[Laxey] throw[s] the brick first and then they talk
about it,' quoted a market observer as follows: '[LAXEY] SAY[S] THEY ARE
INTERESTED IN CORPORATE GOVERNANCE, BUT ALL THEY ARE AFTER IS POUNDS, SHILLINGS
AND PENCE. EVEN IF THEY DON'T SUCCEED IN A BREAK-UP, THEY WILL TAKE THE GET-LOST
MONEY.' (The Times, June 7, 2002.)
Laxey's usual scheme begins by identifying a fund that is trading at a
discount to NAV and then buying a substantial portion of the fund's outstanding
shares. Laxey then introduces 'shareholder proposals' that it claims are in the
best interests of all shareholders, but actually are designed either to bring
about a liquidation of the fund or, at the very least, to provide a means for
Laxey to sell quickly at less of a discount than when they bought. And guess who
gets most of the benefit? Laxey, of course, and its own group of funds.
ULTIMATELY, LONG-TERM INVESTORS ARE LEFT WITH DISRUPTED INVESTMENT STRATEGIES
WHILE LAXEY LURKS AWAY IN SEARCH OF A NEW VICTIM.
Laxey's investment contract termination proposal has NOTHING to do with the
actions or performance of the Trust's investment adviser. THE TRUST IS MERELY A
TARGET OF OPPORTUNITY FOR LAXEY, and Laxey doesn't care whether there are other
publicly available U.S. vehicles to invest in Taiwan that aren't closed-end
funds (there are not), whether the Trust's shareholders believe it feasible to
develop the expertise they would need to invest in Taiwan on their own (we
believe most do not) or whether general market trends have had the effect of
lumping the Trust together with other country funds whose rationale for using a
closed-end format may not be so compelling (which we believe is the case). LAXEY
JUST WANTS TO TAKE YOUR MONEY AND RUN.
Laxey recently accumulated about 12.3% of the Trust's shares. In fact, they
haven't been holders for even a year. In a typical maneuver, Laxey first made a
filing with the SEC last September that is only permitted for a passive investor
that wants to participate in a fund's long-term success. As it customarily does
in such circumstances, the Trust's management called Laxey and arranged a
meeting (at Laxey's offices) with Colin Kingsnorth to talk about the Trust's
investment policies and solicit Laxey's views, and then followed up seeking
further conversations. Although that meeting was friendly (perhaps because Mr.
Kingsnorth sent his underlings and did not bother showing up himself), Laxey's
kingpins subsequently appear to have fired the director who met with
representatives of the Trust. Then in January, without further communication,
Laxey lobbed in its proposal to terminate the Trust's management arrangements
and switched to the kind of SEC filing used by raiders -- which, the Trust
believes, Messrs. Kingsnorth and Pegge misleadingly failed to use in the first
place. NOW, IN ITS PRELIMINARY PROXY STATEMENT, LAXEY CLAIMS THAT NO ONE FROM
THE TRUST HAS EVER ATTEMPTED TO MEET WITH LAXEY OR SOLICIT ITS VIEWS. (For more
details about this and other myths that Laxey wants you to believe, see the
insert accompanying this letter.)
Your Board, however, was not surprised by Laxey's decision to launch this
proxy contest. After all, Laxey's tactics in dealing with the Trust have, from
the outset, been in step with the raiding and looting tactics that Messrs.
Kingsnorth and Pegge have employed with other funds -- each time under the guise
of wanting to reduce or eliminate the typical closed-end fund discount between
the NAV of a fund's shares and the shares' trading price.
PLEASE TELL LAXEY'S LOOTERS THAT THEIR SCHEME WON'T WORK ON YOUR
TRUST -- SUPPORT YOUR BOARD ON THE ENCLOSED WHITE PROXY CARD.
THE TRUST'S ADVISER SHOULD BE RETAINED
YOUR BOARD STRONGLY AND UNANIMOUSLY BELIEVES THAT TERMINATING IIT'S
INVESTMENT ADVISORY CONTRACT WITH THE TRUST WOULD NOT BE IN YOUR BEST INTERESTS.
The Board, including all of the independent Trustees, reviews the terms of the
Trust's agreement with IIT annually and the Trust's investment performance every
quarter. Those reviews include, among other things, assessments of (1) the
performance of the Trust as compared to the performance of the Taiwan Stock
Exchange Index (the 'TAIEX') and certain other funds, (2) the qualifications and
experience of IIT's investment personnel, (3) the fees the Trust pays to IIT, in
comparison to fees charged by other advisers managing comparable closed-end
funds, together with the appropriateness of any profit earned by IIT through its
management of the Trust's portfolio, and (4) the Trust's overall expenses, in
comparison to the expense ratios of other comparable closed-end funds. In the
Board's view:
The Trust's performance has been solid, outperforming the TAIEX in four of
the last five calendar years, and was better still in local currency terms
(because the New Taiwan Dollar generally fell against the U.S. Dollar
during the period). On a cumulative basis for that five-year
period, the Trust slightly outperformed the TAIEX in local currency terms,
but underperformed the TAIEX after translation into U.S. Dollars.
IIT is working vigorously to implement the Trust's sharpened focus on
Taiwanese companies having substantial investments in China.
IIT is continuing to work diligently with the Board (at IIT's expense) to
increase awareness about the Trust through shareholder and market
communications, as well as meetings with securities analysts and market
professionals.
Terminating the Trust's investment advisory contract with IIT would cause
the Trust to incur substantial expenses by requiring the Board to attempt
to find, and then have shareholders approve, a suitable new investment
adviser (or, alternatively, by requiring the Trust to become a self-managed
fund), and would likely give rise to a period of operating uncertainty that
could substantially harm the future performance -- and even the continuing
viability -- of the Trust.
ACCORDINGLY, WE URGE YOU TO DISCARD ANY GOLD PROXY CARD THAT YOU MAY RECEIVE
AND TO RETURN ONLY THE WHITE PROXY CARD INCLUDED WITH THIS LETTER.
DON'T BELIEVE LAXEY'S ATTEMPT TO TAKE CREDIT
FOR NARROWING THE DISCOUNT
As is noted in the Trust's proxy statement, the average daily discount at
which the Trust's shares traded in relation to their NAV during 2002 was 14.95%.
For the period from January 1, 2003 through May 16, 2003 (the last day of the
week before the Trust's proxy statement was mailed to our shareholders), that
average discount fell to 10.77%. As is also noted in the Trust's proxy
statement, the discount was 7.47% as of the close of trading on May 16, 2003. As
of the close of trading two weeks later, on May 30, 2003, the discount was
6.30%.
Because these facts contradict Laxey's central premise that the Trust is
being mismanaged by a board and an investment adviser who have no concern for
maximizing shareholder value, Laxey would have you believe that any recent
narrowing of the discount is solely attributable to public knowledge concerning
Laxey's intention to submit its termination proposal at the Annual Meeting. But
the Trust had publicly announced in mid-January that it did not believe it was
required to present Laxey's termination proposal for a shareholder vote, and in
mid-February the Trust publicly announced that it did not intend to do so
because it does not believe Laxey's proposal is in the best interests of the
Trust or our shareholders. Moreover, for the reason explained in the
accompanying insert and in the Trust's proxy statement, it was not until very
recently that the Board determined that it would allow Laxey to present its
termination proposal at the Annual Meeting. That determination became a matter
of public knowledge less than two weeks ago. YET THE DISCOUNT FIRST BEGAN
FALLING BELOW 10% ON A CONSISTENT BASIS BACK IN LATE MARCH!
It is nearly impossible to attribute the fluctuations in the discount or
premium at which a closed-end fund's shares trade to any one factor, but Laxey
(of course) would have you ignore that elementary fact. On the other hand, your
Board believes -- and is not afraid or unwilling to acknowledge -- that the
narrowing of the discount has been the result of several factors, not all of
which are or will ever be attributable solely to actions taken by the Board or
that otherwise are within the Trust's control. The Board believes that among the
factors contributing to the recent favorable trend of the Trust's discount are
the actions taken by IIT since October 2002, at the Board's direction, to
increase public awareness of the focus of the Trust's adjusted portfolio
strategy on companies trading in Taiwan whose business is becoming increasingly
integrated with the economy of China.
IN SUM, IIT HAS DELIVERED SOLID INVESTMENT RESULTS UNDER FREQUENTLY
DIFFICULT MARKET CONDITIONS, AND YOUR BOARD EXPECTS THAT IIT WILL WORK HARD IN
AN EFFORT TO CONTINUE TO DO SO IN THE FUTURE. YOUR BOARD ALSO WILL CONTINUE TO
DO WHAT IT CAN TO ATTEMPT TO REDUCE THE DISCOUNT IN WHAT IT BELIEVES TO BE A
PRUDENT MANNER, SO THAT ALL OF THE TRUST'S SHAREHOLDERS CAN BENEFIT.
We regret that Laxey appears to have decided to launch this opportunistic
contest and that our shareholders may feel inconvenienced by any mailings or
telephone calls they receive. YOUR BOARD BELIEVES, HOWEVER, THAT THE FUTURE OF
YOUR FUND IS WORTH FIGHTING FOR. With our Annual Meeting only three weeks away,
it is more important than ever that shareholders participate by voting their
proxies for this crucial meeting. Again we urge all shareholders to discard any
gold proxy card and to support your Board by voting 'FOR' the election of
Trustees, 'AGAINST' the conversion proposal and 'AGAINST' the Laxey proposal on
the enclosed WHITE proxy card.
If you have any questions or need assistance in voting your WHITE proxy
card, please call our proxy solicitors, MacKenzie Partners, Inc., Toll-Free at
(800) 322-2885.
We thank you for your continuing support and for your attention to this
important matter.
Sincerely,
Your Board of Trustees
ADDITIONAL IMPORTANT INFORMATION
The Trust and its Trustees and executive officers may be deemed to be
participants in the solicitation of proxies from the Trust's shareholders with
respect to the matters described above. Information regarding the Trustees and
executive officers of the Trust, and their ownership of shares of the Trust, is
set forth in the Trust's proxy statement for its 2003 Annual Meeting of
Shareholders. The shares of the Trust identified in the proxy statement as being
beneficially owned by Alex Hammond-Chambers, an independent Trustee of the
Trust, were purchased on January 30, 2003. Shareholders are urged to read the
proxy statement, which also contains other important information. To the extent
that any individual or publication is quoted in this letter or the accompanying
insert, the Trust has used reasonable efforts to verify the source and accuracy
of the quote but has not sought or obtained the consent of the quoted source for
the use of such quote as proxy soliciting material.
IF YOU HAVE ANY QUESTIONS OR NEED HELP VOTING YOUR SHARES,
PLEASE CALL:
[MACKENZIE PARNTERS, INC. LOGO]
105 Madison Avenue
New York, New York 10016
email: proxy@mackenziepartners.com
Call collect: (212) 929-5500
OR TOLL FREE: (800) 322-2885
Facsimile: (212) 929-0308
[THE R.O.C. TAIWAN FUND LOGO]
LAXEY IS USING MISLEADING AND FALSE STATEMENTS TO
ENTICE INVESTORS INTO VOTING WITH THEM
Laxey's preliminary proxy materials are peppered with misleading and false
statements. While there are too many untruths to address here individually, some
particularly blatant MYTHS must be dispelled by the TRUTH.
MYTH: According to Laxey, there is something improper about your
Board not having submitted IIT's investment advisory
contract for periodic shareholder approval since 1996.
TRUTH: The Investment Company Act of 1940, the federal statute that
governs the Trust, does NOT ordinarily require such a vote,
and it is customary (and more cost-effective) for a fund
like ours to allow its board -- including a separately
required majority of independent directors or trustees -- to
review and renew investment advisory contracts annually. In
fact, acting in your interests (and with the approval of the
SEC Staff in not seeking a shareholder vote), in 2000 your
Board negotiated a THIRD reduction since the inception of
the Trust in the fees the Trust pays IIT, with no diminution
in the quality or extent of the services that IIT provides
to the Trust.
MYTH: The Trustees amended the Trust's By-laws to 'restrict
shareholder proposals.'
TRUTH: At its regular meeting in December 2002, the Board amended
the Trust's By-laws to clearly set forth, with specific
reference to the applicable SEC rule, the nature of
shareholders' rights to submit proposals for consideration
at the Trust's annual meetings. The By-laws previously did
not deal with that subject, which is governed by clear
provisions in the Trust's fundamental organizational
document, its Declaration of Trust. The By-law amendment
took NOTHING away (nor could it have) from the rights
granted by the Declaration.
Laxey's proposal to terminate the Trust's investment
advisory contract, which Laxey first submitted to the Trust
in January, did not comply with the SEC proxy rule governing
the circumstances under which shareholder proposals must be
submitted to a shareholder vote --
because Laxey had not, as that rule requires, held its
shares for at least one year when the proposal was
submitted. (Laxey still has not, as it first acquired shares
of the Trust on June 18, 2002.) Laxey made the unprecedented
argument to the SEC Staff, however, that a provision of the
Investment Company Act requires the Trust to permit a
mandatory vote to terminate IIT's investment advisory
contract regardless of a lack of compliance with the SEC
rule and contrary provisions in the Trust's Declaration of
Trust. In a decision with which the Trust's legal counsel
respectfully disagrees, the SEC Staff sided with Laxey.
While the Trust could have, in the opinion of its counsel,
successfully challenged the Staff's view in court, your
Trustees decided that it would not be in your and the
Trust's best interests to attempt to do so. Accordingly, the
Trustees determined that they would permit Laxey to submit
its termination proposal for a shareholder vote at the
Annual Meeting.
MYTH: The Trust's investment adviser (IIT) has induced your
Trustees not to take the kind of actions Laxey wants.
TRUTH: Laxey wants the Trust to dissipate its assets for Laxey's
benefit. Any decision to do the kind of thing Laxey wants
lies EXCLUSIVELY with your Trustees, a majority of whom are,
and have always been, independent of IIT. Your Board
believes Laxey's assertion that it wants to remove IIT's
allegedly pernicious influence on the Trust is completely
disingenuous, and that, instead, Laxey's termination
proposal is intended solely to make it difficult for your
Trustees to arrange for the Trust's investment management
without having to petition Laxey for approval. If Laxey
really cares about how the Trust is being run or believes
that IIT has too much say over the Trust's policies and
operations, Laxey could have offered a competing slate of
three candidates to stand for election as Trustees and had
plenty of time to do so even after submitting its
termination proposal in January.
MYTH: Your Board doesn't care about its duties to you or the gap
at which the Trust's shares have tended to trade in relation
to their NAV.
TRUTH: At every one of its quarterly meetings the Board assesses in
detail IIT's performance as the Trust's investment manager
and the relationship of the market price of the Trust's
shares to their NAV. The Board has examined the probable
effect of so-called 'guaranteed distribution policies' or
adopting an 'interval fund' structure of the type cited by
Laxey in its preliminary proxy materials, and the Trustees
have commissioned a special study of the effect of such
measures when used by other funds. Based upon substantial
consultations, your Board believes that a large majority of
you, the
Trust's shareholders, want the Trust to continue to be
available as a means of investing in Taiwan and China, and
do NOT want the Trust to deplete its assets in order to give
Laxey (which doesn't care at all about investing in Taiwan
or China) or anyone else a quick buck. However, your Board
is committed to continuing to explore the feasibility of
instituting policies that may more effectively close the
market price/NAV gap without crippling the Trust's continued
ability to operate.
MYTH: A vote in favor of the proposal, required by the Trust's
Declaration of Trust and By-laws, to convert the Trust into
an open-end fund would merely 'send a message' to your
Trustees indicating a desire that they adopt 'a mechanism to
provide true Shareholder value and liquidity.'
TRUTH: Shareholder approval of the open-ending proposal would
REQUIRE the conversion of the Trust into an open-end fund
and, as is explained thoroughly in the Trust's proxy
statement, would throw into serious doubt the Trust's
viability as an ongoing enterprise. Laxey, again, is trying
to get you to vote for what it wants by misleading you
concerning the actual consequences of doing so. Laxey does,
however, acknowledge one truth -- this will be the eighth
opportunity since 1995 that the Trust's shareholders have
had to vote on the same open-ending proposal. Of course,
Laxey neglects to add that this proposal has been
resoundingly defeated each time.
MYTH: Your Board didn't try to initiate discussions with Laxey.
TRUTH: To give you further details behind what is briefly mentioned
in the accompanying letter, the Board first learned that
Laxey had acquired shares of the Trust in September 2002,
when Laxey made its 'passive' SEC filing. In October, the
Trust contacted Laxey to arrange a meeting. On November 19,
2002, Alex Hammond-Chambers, one of the Trust's independent
Trustees, and Michael Ding, a Trustee and the President of
both the Trust and IIT, met with two representatives of
Laxey at Laxey's offices in London. COLIN KINGSNORTH, WHO
WAS SUPPOSED TO BE THERE, STOOD YOUR TRUSTEES UP. During the
meeting, Messrs. Ding and Hammond-Chambers explained the
Trust's investment strategy, including the Trustees' and
IIT's recent decision to focus the Trust's investments to a
greater extent on Taiwanese companies doing business in
China. They also asked Laxey's representatives for any
suggestions. Those representatives responded that they knew
about Laxey's 'bad guy' reputation but that it wasn't
necessarily always so, and they acknowledged that Messrs.
Ding and Hammond-Chambers had made a good case for the Trust
to stay its current course. They indicated that Laxey would
get back to the Trust
soon, but, despite another attempt by Mr. Hammond-Chambers
to initiate a dialogue, the Trust heard nothing before
receiving Laxey's investment contract termination proposal
(together with Laxey's changed SEC filing) at the beginning
of January. Might it be that Messrs. Kingsnorth and Pegge
are just as happy to mislead their own employees as
everybody else?
SOMETHING ELSE LAXEY WON'T TELL YOU
From the middle of 2001 through March 2002 Laxey mounted an assault on The
Mexico Fund, another closed-end country fund traded on the New York Stock
Exchange. Laxey ultimately succeeded in forcing that fund to make a tender offer
priced at 98% of the fund's NAV, which had the effect of dissipating over $450
million of the fund's assets and left continuing shareholders with an interest
in an ongoing fund whose most recently reported quarterly expense ratio has
risen by almost 60% from the preceding year. (See The Mexico Fund's most recent
quarterly report for the period ended January 31, 2003 in comparison to the
corresponding report for the previous year.)
But here's the kicker: in the course of reaching a settlement with The
Mexico Fund, Laxey induced the fund to reimburse its proxy fight expenses in the
amount of approximately $600,000. Moreover, because Laxey was an 'affiliated
person' of The Mexico Fund (as Laxey also is of the Trust) under the Investment
Company Act, the SEC subsequently announced that Laxey had violated an SEC rule
by having sought and received this reimbursement without obtaining SEC approval
in advance.
While your Trustees won't let Laxey do that to the Trust and also will not
pay Laxey any 'get-lost money,' this example -- together with Laxey's statement
in its preliminary proxy materials that it 'may decide [to seek reimbursement of
the costs of its solicitation from the Trust] in the future' -- makes it clear
what Laxey thinks about spending YOUR money!
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White Proxy Card
THE R.O.C. TAIWAN FUND
This Proxy is Solicited on Behalf of the Board of Trustees
Annual Meeting of Shareholders
June 24, 2003
The undersigned hereby appoints Michael Ding and Peggy Chen, or each or either of them, as Proxies of the undersigned,
with full power of substitution to each of them, to vote all shares of the R.O.C. Taiwan Fund (the "Trust") which the
undersigned is entitled to vote at the Annual Meeting of Shareholders of the Trust (the "Meeting") to be held at the
offices of Paul, Weiss, Rifkind, Wharton & Garrison LLP, 24th Floor, 1285 Avenue of the Americas, New York, New York on
Tuesday, June 24, 2003 at 9:30 a.m., New York City time, and at any adjournment thereof, in the manner indicated on the
reverse side and, in their discretion, on any other business that may properly come before the Meeting or any such
adjournment.
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PLEASE VOTE, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
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Please sign exactly as your name(s) appear(s) on the books of the Trust. Joint owners should each sign personally.
Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a
majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her
title.
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HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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White Proxy Card
Items 1 and 2 are proposed by the Trust (in the case of Item 2 pursuant to requirements contained in the Trust's Declaration of
Trust and By-laws) and Item 3 is proposed by Laxey Partners Limited.
The Trustees unanimously recommend a vote FOR Item 1 The Trustees unanimously recommend a vote AGAINST
Items 2 and 3
1. The election of three Trustees, Messrs. Collins,
Hammond-Chambers and Tung, to serve for a term expiring FOR AGAINST ABSTAIN
on the date of the 2006 Annual Meeting of Shareholders or 2. Conversion of the Trust from a [ ] [ ] [ ]
the special meeting in lieu thereof. closed-end investment company
into an open-end investment
Nominees: (01) Edward B. Collins, (02) Alex Hammond- company and certain related
Chambers and (03) Cheng-Cheng Tung. matters.
FOR ALL NOMINEES [ ] [ ] WITHHELD FROM ALL NOMINEES 3. Termination of the Trust's FOR AGAINST ABSTAIN
investment advisory contract [ ] [ ] [ ]
with International Investment
Trust Company Limited within
60 days after the Meeting.
[ ]___________________________________________________
Properly executed proxies will be voted in the manner
For all nominees EXCEPT the nominee(s) written above directed herein by the undersigned. If no such directions are
given, such proxies will be voted FOR all nominees referred
to in Item 1 and AGAINST the propositions referred to in
Items 2 and 3.
Please sign and return promptly in the enclosed envelope.
No postage is required if mailed in the States.
Please be sure to sign and date this Proxy.
Signature:
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Signature:
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Title:
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Date:
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Joint tenants should each sign. Please sign exactly as your name appears on this card. When signing as attorney, executor,
administrator, trustee or guardian, partner or corporate officer, please give FULL title as such.
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