UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR |
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
INVESTMENT COMPANY ACT
FILE NUMBER 811-06142
THE JAPAN EQUITY FUND, INC.
(Exact name of registrant as specified in charter)
c/o Daiwa Securities Trust Company
One Evertrust Plaza, 9th Floor
Jersey City, New Jersey 07302-3051
(Address of principal executive offices) (Zip code)
c/o Daiwa Securities Trust Company
One Evertrust Plaza, 9th Floor
Jersey City, New Jersey 07302-3051
(Name and address of agent for service)
REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE: (201) 915-3054
DATE OF FISCAL YEAR END: October 31
DATE OF REPORTING PERIOD: October 31, 2007
Item 1. Reports to Stockholders.
The Japan Equity Fund, Inc.
General Information (unaudited)
The Fund
The investment objective of the Fund is to outperform over the long term, on a total return basis (including appreciation and dividends), the Tokyo Stock Price Index (TOPIX), a composite market-capitalization weighted index of all common stocks listed on the First Section of the Tokyo Stock Exchange (TSE). The Fund seeks to achieve its investment objective by investing substantially all of its assets in equity securities of companies listed on the TSE or listed on the over-the-counter market in Japan or listed on other stock exchanges in Japan. Daiwa SB Investments (U.S.A.) Ltd. is the Funds Investment Manager Daiwa SB Investments Ltd. is the Funds Investment Adviser. The Fund implements an active portfolio management policy, which is an approach that involves quantitative valuation of securities to identify an appropriate universe of securities from which to select investments, with judgmental analysis then applied to this universe to determine the actual investments to be made by the Fund.
Shareholder Information
The Funds shares are listed on the New York Stock Exchange (NYSE). The Fund understands that its shares may trade periodically on certain exchanges other than the NYSE, but the Fund has not listed its shares on those other exchanges and does not encourage trading on those exchanges.
The Funds NYSE trading symbol is JEQ. Weekly comparative net asset value (NAV) and market price information about the Fund is published each Monday in The Wall Street Journal, each Sunday in The New York Times and each Saturday in Barrons, and also appears in many other newspapers. The Funds daily NAV is also available by visiting www.daiwast.com or calling (800) 933-3440 or (201) 915-3020. Also, the Funds website includes a monthly market review, a list of the Funds top ten industries and holdings, its proxy voting policies and procedures, its code of ethics and its audit committee charter.
Inquiries
Inquiries concerning your registered share account should be directed to the American Stock Transfer & Trust Company (the Plan Agent) at the number noted below. All written inquiries should be directed to The Japan Equity Fund, Inc., c/o Daiwa Securities Trust Company, One Evertrust Plaza, 9th Floor, Jersey City, NJ 07302-3051.
Proxy Voting Policies and Procedures
A description of the policies and procedures that are used by the Funds Manager to vote proxies relating to the Funds portfolio securities is available (1) without charge, upon request, by calling collect (201) 915-3054; (2) by visiting www.daiwast.com; and (3) as an exhibit to the Funds annual report on Form N-CSR which is available on the website of the Securities and Exchange Commission (the Commission) at www.sec.gov. Information regarding how the Manager votes these proxies is now available by calling the same number and is available on the Commissions website. The Fund has filed its report on Form N-PX covering the Funds proxy voting record for the 12-month period ended June 30, 2007.
Quarterly Portfolio of Investments
A Portfolio of Investments is filed as of the end of the first and third quarters of each fiscal year on Form N-Q and is available on the Commissions website at www.sec.gov and the Funds website at www.daiwast.com. Additionally, the Portfolio of Investments may be reviewed and copied at the
2
The Japan Equity Fund, Inc.
Commissions Public Reference Room in Washington D.C. Information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330. The quarterly Portfolio of Investments will be made available without charge, upon request, by calling (201) 915-3054.
Certifications
The Funds chief executive officer has certified to the NYSE that, as of June 12, 2007, he was not aware of any violation by the Fund of applicable NYSE corporate governance listing standards. The Fund also has included the certifications of the Funds chief executive officer and chief financial officer required by Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002 in the Funds Form N-CSR filed with the Commission for the period of this report.
Dividend Reinvestment and Cash Purchase Plan
A Dividend Reinvestment and Cash Purchase Plan (the Plan) is available to provide Shareholders with automatic reinvestment of dividends and capital gain distributions in additional Fund shares. The Plan also allows you to make optional annual cash investments in Fund shares through the Plan Agent. A brochure fully describing the Plans terms and conditions is available on the Funds website at www.daiwast.com and from the Plan Agent by calling (866) 669-9904 or by writing The Japan Equity Fund, Inc., c/o the American Stock Transfer & Trust Company, 59 Maiden Lane, New York, NY 10038.
A brief summary of the material aspects of the Plan follows:
Who can participate in the Plan? If you wish to participate and your shares are held in your name, you may elect to become a direct participant in the Plan by completing and mailing the Enrollment Authorization form on the back cover of the Dividend Reinvestment and Cash Purchase Plan Brochure available from the Plan Agent. However, if your shares are held in the name of a financial institution, you should instruct your financial institution to participate in the Plan on your behalf. If your financial institution is unable to participate in the Plan for you, you should request that your shares be registered in your name, so that you may elect to participate directly in the Plan.
May I withdraw from the Plan? If your shares are held in your name and you wish to receive all dividends and capital gain distributions in cash rather than in shares, you may withdraw from the Plan without penalty at any time by contacting the Plan Agent. If your shares are held in the name of a financial institution, you should be able to withdraw from the Plan without a penalty at any time by sending written notice to your financial institution. If you withdraw, you or your financial institution will receive a share certificate for all full shares or, if you wish, the Plan Agent will sell your shares and send you the proceeds, after the deduction of brokerage commissions. The Plan Agent will convert any fractional shares to cash at the then-current market price and send to you a check for the proceeds.
How are the dividends and distributions reinvested? If the market price of the Funds shares on the payment date should equal or exceed their NAV per share, the Fund will issue new shares to you at the higher of NAV or 95% of the then-current market price. If the market price is lower than NAV per share, the Fund will issue new shares to you at the market price. If the dividends or distributions are declared and payable as cash only, you will receive shares purchased for you by the Plan Agent on the NYSE or otherwise on the open market to the extent available.
What is the Cash Purchase feature? The Plan participants have the option of making annual investments in Fund shares through the Plan Agent. You may invest any amount from $100 to $5,000 semi-annually. The Plan Agent will purchase shares for you on the NYSE or otherwise on the open market on or about February 15th and August 15th of each year. Plan participants should send voluntary cash payments to be received by the Plan Agent approximately ten days before the applicable purchase date. The Plan Agent will return any cash payments received more than thirty days prior to the purchase date. You may withdraw a voluntary cash payment by written notice, if the notice is received by the Plan Agent not less than two business days before the investment date.
3
The Japan Equity Fund, Inc.
Is there a cost to participate? There are no Plan charges or brokerage charges for shares issued directly by the Fund. However, each participant will pay a service fee of $2.50 for each investment and a pro rata portion of brokerage commissions for shares purchased on the NYSE or on the open market by the Plan Agent.
What are the tax implications? The automatic reinvestment of dividends and distributions does not relieve you of any income tax which may be payable (or required to be withheld) on such dividends and distributions. In addition, the Plan Agent will reinvest dividends for foreign participants and for any participant subject to federal backup withholding after the deduction of the amounts required to be withheld.
Please note that, if you participate in the Plan through a brokerage account, you may not be able to continue as a participant if you transfer those shares to another broker. Contact your broker or financial institution or the Plan Agent to ascertain what is the best arrangement for you to participate in the Plan.
4
The Japan Equity Fund, Inc.
Shareholder Letter (unaudited)
November 19, 2007
Dear Shareholders:
It is our pleasure on behalf of the Board of Directors to present the Annual Report for The Japan Equity Fund, Inc. (the Fund) for the year ended October 31, 2007.
For the twelve months ended October 31, 2007, the total return of the TOPIX Index, the Funds benchmark (in Japanese yen terms) was 1.4%. The Tokyo equity market experienced a catch-up rally compared to other major global equity markets between the end of November 2006 and February 2007, amid optimistic expectations for the global economy. Following that, the market moved sideways for a time, as investors became concerned about higher interest rates, higher oil prices and signs of turmoil in the credit markets associated with U.S. sub-prime mortgage delinquencies, while the weak Japanese yen and resilient earnings announcements driven by large global corporations have supported the market and offset some of this negative sentiment. Beginning in late July 2007, chaos reigned in the financial markets, as the U.S. sub-prime mortgage problems began to escalate, and the Japanese market was hit especially hard. The market once again declined sharply in mid- August, early September and late October, as negative news of the global credit crunch began to resurface. However, these declines began to subside, and the market experienced a slight rebound at the end of October 2007, as the U.S. Federal Reserve Bank finally took action to support the financial markets by means of a series of interest rate cuts and liquidity injections.
During the twelve months ended October 31, 2007, on the domestic front, Japans economic fundamentals have remained mixed, as exports and corporate capital expenditures continued to drive the economy while consumption and housing investments became a major cause for concern. Solid corporate profits have failed to affect the behavior of household sectors, while profit growth has only been recorded by large global companies (automotive) and the beneficiaries of both higher commodities prices (metals and trading firms) and increased global fund flows (real estate). Conversely, large employers such as companies in domestic service sectors (retail and restaurants) and infrastructure-related sectors (telecom, utilities, construction and government) have been having tough times. Several temporary factors, including the missing national pension record problem, amendments to the Building Standards Law and unusual climate conditions, also had negative effects on the countrys economic condition, while the global financial market turmoil, the slowing U.S. economy and the surge in oil and other commodities prices have, to some extent, dragged down the sentiments of both consumers and corporations.
Although the U.S. economy has experienced a measurable slow down, the global economy has thus far remained healthy. Emerging market countries such as China, India and Russia, as well as those in the Middle East and Eastern Europe, have continued to drive the global economy with the solid expansion of infrastructure investments, commodities production and an increase in domestic consumption in the more advanced developing countries. The impact from both the financial market uncertainty and the surge in natural resource prices upon the global real economy has remained at a manageable level, but we have been monitoring the potential consequences quite carefully. Japanese corporations are becoming increasingly dependant on the global economy, as domestic demand remains sluggish and competition among companies in the domestic market remains harsh. However, aggregate corporate profits of domestic issuers will be more impacted by the global economic outlook than by domestic Gross Domestic Product (GDP).
On the political front, this past year has seen the sudden resignation of Prime Minister Abe, following the historical losses suffered by the ruling Liberal Democratic Party in the July Upper House elections, and the subsequent appointment of Mr. Fukuda to the post of Prime Minister. The governments policies are expected to shift out of a structural reform mode to a more middle-of-the-road approach, emphasizing the correction of the countrys many economic imbalances. Elections for the more important Lower House
5
The Japan Equity Fund, Inc.
are generally expected to take place within a year or so, due to the current split situation between the Lower and Upper Houses, and we believe that, under the existing deadlock, politics will only have a limited role in the economy and the stock market in the short term.
The past twelve months also saw some setbacks to corporate governance, including the recent shareholder approvals of various defensive measures to prevent management-proposed takeovers and the shareholder rejections of a number of proposals made by activist funds at recent shareholder meetings, which indicate that silent shareholders make up the majority of voters. There was also a court decision in favor of a poison pill plan in the Bull-dog Sauce Co., Ltd. vs. Steel Partners takeover case, in which the Japanese courts ruled that Bull-dog Sauce Co. Ltd. could enact anti-takeover defenses aimed at thwarting takeover bids. Cross-share holdings between Japanese corporations have once again begun to develop, even among corporations within the same industry such as the steel sector, and the implications are that mergers and acquisitions (M&A) activity in Japan will have to be friendly and strategic, rather than hostile and opportunistic, which typically seek only short term capital gains. At the same time, we have observed companies taking gradual movements toward enhancing shareholder value such as increasing their share buy-backs and augmenting dividends payments.
Looking at the developments in the equity market on a sector level, those industries that have benefited from the expansion of the global economy, including marine transportation, iron & steel, wholesale trade and machinery stocks have performed well, while the other products sector also demonstrated a nice advance, driven by Nintendo and its strong gaming equipment sales. The worst performers over the past twelve months have been in the financial sectors, including other financial businesses and banks, due to escalating concerns about their exposure to the U.S. credit market and the deterioration of their domestic consumer finance businesses. Domestic demand-oriented sectors, such as retail trade and construction, also performed poorly, as sluggish consumption activity and decreasing construction project developments have hurt companies in these sectors.
Performance/Attribution Analysis
Table 1: Net Asset Value (NAV) performance in comparison with the benchmark (TOPIX),
U.S. Dollar (USD) base
|
Latest 12 Months |
Japan Equity Fund (time weighted return) |
1.53 |
Benchmark (TOPIX) |
2.71 |
Underperformance |
1.18 |
Table 2: Attribution Analysis Summary, Japanese Yen (JPY) base (Latest 12 Months)
|
(%) |
Portfolio (Equity Only) |
0.24 |
Benchmark (TOPIX) |
1.40 |
Underperformance |
1.16 |
Breakdown |
|
Sector Selection |
0.26 |
Stock Selection |
1.42 |
Others |
0.00 |
Total |
1.16 |
6
The Japan Equity Fund, Inc.
Table 3: Portfolio Return (equity portion of the Funds portfolio) vs. Benchmark Return, USD base (monthly)
|
|
Portfolio |
Benchmark Return |
Relative |
2006 |
November |
0.63 |
0.15 |
0.48 |
|
December |
2.87 |
2.55 |
0.32 |
2007 |
January |
0.34 |
0.23 |
0.57 |
|
February |
3.24 |
4.61 |
1.37 |
|
March |
1.79 |
1.91 |
0.12 |
|
April |
2.33 |
2.19 |
0.15 |
|
May |
1.65 |
1.61 |
0.03 |
|
June |
0.46 |
0.19 |
0.65 |
|
July |
0.26 |
0.38 |
0.12 |
|
August |
3.41 |
3.41 |
0.00 |
|
September |
1.95 |
1.08 |
0.87 |
|
October |
0.91 |
0.78 |
1.70 |
Table 4: Attribution Analysis Breakdown, JPY base (Latest 12 Months) (equity portion of the Funds portfolio)
|
Portfolio Weight |
Benchmark Weight |
Portfolio Return |
Benchmark Return |
Sector Selection Effect |
Stock Selection Effect |
Fishing, Agriculture & Forestry |
0.01 |
0.10 |
0.00 |
11.36 |
0.01 |
0.00 |
Mining |
0.00 |
0.30 |
0.00 |
26.64 |
0.07 |
0.00 |
Construction |
2.04 |
1.90 |
29.33 |
12.46 |
0.02 |
0.47 |
Foods |
0.54 |
2.71 |
8.47 |
7.25 |
0.10 |
0.08 |
Textiles & Apparel |
1.45 |
1.05 |
1.59 |
3.09 |
0.01 |
0.06 |
Pulp & Paper |
0.10 |
0.33 |
0.72 |
9.49 |
0.02 |
0.01 |
Chemicals |
5.54 |
5.29 |
1.41 |
7.20 |
0.06 |
0.19 |
Pharmaceutical |
4.14 |
4.30 |
2.32 |
4.29 |
0.07 |
0.25 |
Oil & Coal Products |
0.30 |
0.83 |
13.54 |
13.59 |
0.12 |
0.07 |
Rubber Products |
1.25 |
0.57 |
4.89 |
9.10 |
0.03 |
0.04 |
Glass & Ceramic Products |
0.71 |
1.22 |
14.15 |
19.32 |
0.06 |
0.33 |
Iron & Steel |
4.09 |
3.45 |
51.21 |
38.82 |
0.04 |
0.22 |
Nonferrous Metals |
1.90 |
1.36 |
9.53 |
9.87 |
0.07 |
0.06 |
Metal Products |
1.07 |
0.61 |
27.49 |
10.52 |
0.02 |
0.25 |
Machinery |
7.04 |
4.36 |
47.64 |
24.17 |
0.53 |
1.23 |
Electrical Appliances |
14.33 |
14.08 |
3.42 |
1.20 |
0.04 |
0.65 |
Transport Equipment |
12.09 |
9.75 |
0.36 |
1.97 |
0.06 |
0.17 |
Precision Instruments |
1.49 |
1.36 |
34.13 |
13.11 |
0.10 |
0.24 |
Other Products |
0.81 |
2.07 |
4.72 |
65.50 |
0.76 |
0.36 |
Wholesale Trade |
4.73 |
4.43 |
20.26 |
36.18 |
0.20 |
0.75 |
Retail Trade |
3.22 |
3.25 |
19.13 |
16.24 |
0.03 |
0.05 |
Banks |
10.52 |
12.10 |
24.90 |
22.58 |
0.37 |
0.25 |
Other Financing Business |
1.94 |
1.62 |
32.23 |
28.58 |
0.03 |
0.07 |
7
The Japan Equity Fund, Inc.
Securities & Commodity Futures |
2.03 |
2.10 |
1.25 |
2.75 |
0.01 |
0.08 |
Insurance |
2.41 |
2.57 |
12.18 |
6.17 |
0.04 |
0.14 |
Real Estate |
3.07 |
3.03 |
2.86 |
5.90 |
0.01 |
0.05 |
Land Transportation |
2.71 |
3.14 |
13.60 |
0.38 |
0.03 |
0.37 |
Marine Transportation |
0.90 |
0.83 |
71.40 |
87.25 |
0.04 |
0.08 |
Air Transportation |
0.00 |
0.37 |
0.00 |
5.47 |
0.01 |
0.00 |
Warehouse & Harbor Trans |
0.00 |
0.23 |
0.00 |
6.33 |
0.02 |
0.00 |
Info & Communication |
5.27 |
5.07 |
2.75 |
0.72 |
0.00 |
0.12 |
Electric Power & Gas |
2.70 |
4.33 |
6.44 |
5.40 |
0.26 |
0.05 |
Services |
1.60 |
1.31 |
4.87 |
4.69 |
0.01 |
0.02 |
Total |
100.00 |
100.00 |
0.24 |
1.40 |
0.26 |
1.42 |
Comment
As shown in Table 1, the NAV of the Fund increased by 1.53% in USD terms during the twelve months from November 1, 2006 to October 31, 2007, while the benchmark (TOPIX) gained 2.71% in USD terms. The portfolio, therefore, underperformed the benchmark by 1.18% over the year.
Table 2 illustrates the performance of the equity portion of the portfolio in Japanese yen terms, excluding expenses and some cash positions, which was 0.24%, versus 1.40% for the benchmark, indicating underperformance of 1.16%. Relative to the TOPIX, the sector selection effect was +0.26%, while the stock selection effect was 1.42% (see Table 4).
An overweight position in the machinery sector (+0.53%) and underweight positions in banks (+0.37%) and electric power & gas (+0.26%) stocks made positive contributions to performance relative to the benchmark, although these were partially offset by the negative effects in the other products (0.76%) and oil & coal products (0.12%) sectors.
Stock selection in the wholesale trade (0.75%), electrical appliances (0.65%) and construction (0.47%) sectors were negative contributors to performance relative to the benchmark, but this was partially offset by the positive effects in the machinery (+1.23%) and land transportation (0.37%) sectors.
Over the past twelve months, the major positive contributors to performance relative to the benchmark were Komatsu and Makita (in machinery) and Mitsubishi Corporation (in wholesale trade), while Sumitomo Trust & Banking and Mizuho Financial Group (in the banks) and Orix (in other financing business) contributed negatively to performance relative to the benchmark. Among benchmark stocks, the Funds non-holding of Nintendo (in other products) and Mitsui & Co. (in wholesale trade) contributed negatively, while Sumitomo Mitsui Financial Group had a positive impact on the portfolio.
Machinery companies such as Komatsu (construction and mining equipment) and Makita (electric power tools) have performed well, as strong demand from emerging market countries has driven the rapid growth of these companies earnings. Trading companies, including Mitsubishi Corporation and Mitsui & Co., also advanced on the back of a surge in commodities prices, such as oil, coal, and non-ferrous metals. Nintendo, in particular, advanced strongly, as both the hardware and software for its mainstay game consoles (Nintendo DS and Nintendo Wii) became worldwide hits, and the company raised its forecasts for hardware and software shipments going forward. Financial institutions, including Sumitomo Trust & Banking, Mizuho Financial Group, Sumitomo Mitsui Financial Group and Orix underperformed, as investors became concerned about their exposure to the U.S. credit markets, the deterioration of their domestic consumer finance businesses and weak interest income.
8
The Japan Equity Fund, Inc.
Outlook & Strategy
Looking ahead, we believe a more positive stance toward Japanese equities is justified, given the following reasons:
(1) |
Corporate profit outlook |
We are currently witnessing a twotiered corporate profit outlook in Japan, as there have recently been more upward revisions to profit estimates by global companies than by domestic corporations. This dichotomy is expected to continue, given Japans weak domestic demand and the recent cost increases which have resulted from higher crude oil prices.
Aggregate recurring profits of Japanese corporations are expected to increase 10% in the year ending March 2008, inline with consensus estimates, due primarily to the good earnings outlooks of larger global companies such as Toyota and Komatsu. Conversely, downward revisions are expected within a number of domestic sectors, including utilities, financials, retailers, services, food and housing, which have been the victims of bureaucratic red tape. Looking ahead, corporate earnings within these domestic sectors, particularly utilities, financials and housing, are expected to recover from their recent bottoms in the year beginning April 2008.
(2) |
Macroeconomic outlook |
We forecast real GDP growth of 1.6% in the year ending March 2008, and 1.9% growth for the year ending March 2009. The recent downward revision from more than 2% growth in the current fiscal year was due in large part to the weakness in housing investments. However, because of the increasing relative weights of global companies, aggregate corporate profits will be less affected by domestic GDP, and, in this case, the global economic outlook is much more relevant. We predict that the U.S. economy will grow at a rate of 1.9% in 2007 and 2.4% in 2008 and that the greater than 10% economic growth witnessed in China in 2007 will continue in 2008.
(3) |
Valuation |
The price-earnings (P/E) ratio of the Japanese equity market is currently approximately 16 times estimated forward twelve month earnings, which is not a significant premium compared with the worlds other major stock markets (e.g., approximately 15 times estimated forward twelve-month earnings for the United States and approximately 12 times estimated forward twelvemonth earnings for both the United Kingdom and Germany). Valuations in the Japanese market are said to be discounted relative to long-term bond yields, as the current yield on the 10-year Japanese Government Bond (JGB) stands at around 1.6%.
(4) |
Demand and Supply |
A number of international investor surveys indicate that they are net underweight in Japan for the first time since early 2003, while the sentiment of domestic investors remains bearish. Separately, corporations have begun to increase both their share buy back programs and dividends in order to gradually begin the task of enhancing shareholder value. M&A activity among Japanese companies has been an increasing trend, although the magnitude thus far has been comparatively smaller than in other developed countries such as the United States and those in Europe. Bearish investor sentiment, coupled with the new shareholder value-oriented activities of corporations, leads us to believe that Japanese share prices are beginning to approach attractive levels, despite the fact that immediate catalysts are difficult to find.
In regard to our sector and stock selection processes, we will focus on the following themes in the months ahead:
(1) |
Emerging market beneficiaries |
9
The Japan Equity Fund, Inc.
We currently remain overweight in those companies that have benefited from the rapid growth of the emerging markets, and we will increase our focus on infrastructure investment-related ideas such as highway and railway construction projects, ecology and energy development projects going forward. We have also become more cautious towards commodities-related stocks, as we believe that most of the markets speculative elements (including oil prices) have already been factored into commodities prices. Higher prices will eventually lead to decreased demand (the demand destruction story), with the possible exception of precious metals, which typically serve as a hedge against both the weakening U.S. dollar and inflation. Within the consumer discretionary sector, due to their relatively low saturation rates in emerging market countries and their strong pricing power backed by competitive positions, we have become more positive towards automotive stocks than either consumer electronics or electronic components.
(2) |
Domestic stocks |
We currently have a preference for the victims of the recent bureaucratic red tape in Japan, specifically housing and building materials stocks, as the governments new rules and regulations have created pent up demand which, eventually, will have to be met. However, due to the risk of climactic change, we are unsure about whether retailers and/or apparel stocks will be able to recover from the climate-induced slump experienced earlier this year. Further, we expect the recent difficulties experienced by consumers, including their low government confidence level and zero real disposable income growth, to continue. Finally, although financial stocks appear to be a good value right now, the sectors lack of catalysts and the recent volatility in the global markets have forced us to take a wait-and-see stance. As such, we would advise maintaining an underweight position in the sector for the time being.
In terms of stock selection, we think that either earnings growth or an earnings recovery in the fiscal years 2008 and 2009 will be the key to our progress rather than earnings growth in the current fiscal year. However, any upward or downward revisions to the current years earnings estimates will have an impact on individual share prices, and could create a lot of short-term fluctuation.
Fund Performance
During the year ended October 31, 2007, the Funds market price on the New York Stock Exchange (NYSE) ranged from a low of $7.26 per share on August 16, 2007 to a high of $9.10 on February 23, 2007. The Funds NYSE market price closed at $7.97 per share on October 31, 2007.
The NYSE market price in relation to the Funds net asset value per share during the year ended October 31, 2007, ranged from a high discount of 10.90% on August 16, 2007 to a high premium of 0.46% on April 25, 2007, and ended the period at a discount of 7.43%.
The Fund has not invested in derivative securities. Although foreign currency hedging is permitted, the Fund has not engaged in any foreign currency hedging.
Portfolio Management
Mr. Koichi Ogawa, CFA, is the Executive Director and Chief Portfolio Manager of Daiwa SB Investments Ltd. (DSBI) for all North American clients. A senior member of the Investment Policy Committee (IPC) of DSBI, Mr. Ogawa has 32 years of investment experience and has been responsible for Japan stock selection since 1984. He spent nine years with Daiwa Securities as an institutional research analyst and three years in New York analyzing U.S. securities. He graduated from Tohoku University with a B.A. in law in 1972.
Mr. Naoto Nagai, CFA, is a Senior Portfolio Manager with a total of 11 years of experience in the Japanese and global equity markets. Prior to joining Daiwa SB Investments in 2006, he was a fund manager and research analyst at Resona Trust Company Japan. In 1996 he earned an MBA from the University of Rochester and in 1991 he graduated from the University of Osaka Prefecture with a B.S. in
10
The Japan Equity Fund, Inc.
chemistry. He assumed the day-to-day portfolio management responsibilities for the Fund, effective October 18, 2006.
We thank you for your support of The Japan Equity Fund, Inc. and your continued interest in the Japanese economy and marketplace.
Sincerely,
HIROSHI KIMURA |
HIDEO TANAKA |
Chairman of the Board |
President |
11
The Japan Equity Fund, Inc.
Portfolio of Investments
October 31, 2007
COMMON STOCKS98.89%
Shares |
|
Value | |
Banks8.35% | |||
|
454,000 |
Mitsubishi UFJ Financial Group, Inc. |
$4,491,887 |
|
615 |
Mizuho Financial Group, Inc. |
3,435,068 |
|
140,000 |
The Bank of Yokohama, Ltd. |
987,491 |
|
4,000 |
The Musashino Bank, Ltd. |
188,325 |
|
173,000 |
The Sumitomo Trust & Banking Co., Ltd. |
1,278,866 |
|
|
|
10,381,637 |
Chemicals7.69% | |||
|
199,000 |
Asahi Kasei Corp. |
1,514,281 |
|
160,000 |
Daicei Chemical Industries Ltd. |
1,171,647 |
|
30,000 |
Fujifilm Holdings Corp. |
1,433,287 |
|
35,000 |
Hitachi Chemical Co., Ltd. |
854,326 |
|
28,000 |
Nihon Parkerizing Co., Ltd. |
297,463 |
|
29,600 |
Shin-Etsu Chemical Co., Ltd. |
1,887,283 |
|
102,000 |
Sumitomo Chemical Co., Ltd. |
902,867 |
|
93,000 |
Toyo Ink Manufacturing Co., Ltd. |
317,486 |
|
330,000 |
Ube Industries, Ltd. |
1,178,162 |
|
|
|
9,556,802 |
Commerce0.88% | |||
|
56,000 |
Canon Marketing Japan Inc. |
1,096,942 |
Shares |
|
Value | |
Communication2.81% | |||
|
116 |
KDDI Corp. |
$873,628 |
|
337 |
NTT Corp. |
1,545,657 |
|
470 |
NTT DoCoMo, Inc. |
677,728 |
|
6,400 |
Obic Business Consultants Co., Ltd. |
397,498 |
|
|
|
3,494,511 |
Construction1.24% | |||
|
67,000 |
Daiwa House Industry Co., Ltd. |
950,990 |
|
80,000 |
Sumitomo Forestry Co., Ltd. |
595,552 |
|
|
|
1,546,542 |
Electric Appliances12.93% | |||
|
57,600 |
Canon Inc. |
2,876,998 |
|
16,700 |
Fanuc Ltd. |
1,819,128 |
|
98,000 |
Fujitsu Ltd. |
766,157 |
|
34,000 |
Hamamatsu Photonics K.K. |
1,066,192 |
|
27,000 |
Japan Aviation Electronics Industry, Ltd. |
413,021 |
|
19,500 |
Kyocera Corp. |
1,636,293 |
|
72,000 |
Matsushita Electric Industrial Co., Ltd. |
1,369,701 |
|
130,000 |
Mitsubishi Electric Corp. |
1,576,442 |
|
37,700 |
Omron Corp. |
918,594 |
|
43,000 |
Sony Corp. |
2,106,671 |
|
27,000 |
Star Micronics Co., Ltd. |
844,336 |
|
11,700 |
Tokyo Electron Ltd. |
681,958 |
|
|
|
16,075,491 |
12
The Japan Equity Fund, Inc.
Portfolio of Investments (continued)
October 31, 2007
COMMON STOCKS (continued)
Shares |
|
Value | |
Electric Power & Gas1.56% | |||
|
14,500 |
Kansai Electric Power Co., Inc. |
$326,225 |
|
22,000 |
Tohoku Electric Power Co., Inc. |
464,385 |
|
45,500 |
Tokyo Electric Power Co., Inc. |
1,154,100 |
|
|
|
1,944,710 |
Foods0.55% | |||
|
76,000 |
Nisshin Seifun Group Inc. |
684,607 |
Glass & Ceramic Products1.05% | |||
|
49,000 |
Asahi Glass Co., Ltd. |
669,110 |
|
38,000 |
NGK Spark Plug Co., Ltd. |
633,773 |
|
|
|
1,302,883 |
Insurance2.29% | |||
|
218,000 |
Aioi Insurance Co., Ltd. |
1,261,188 |
|
139,000 |
Mitsui Sumitomo Insurance Co., Ltd. |
1,584,156 |
|
|
|
2,845,344 |
Iron & Steel4.62% | |||
|
25,500 |
JFE Holdings, Inc. |
1,481,888 |
|
380,000 |
Nippon Steel Corp. |
2,505,386 |
|
60,000 |
Sumitomo Metal Industries, Ltd. |
1,760,598 |
|
|
|
5,747,872 |
Land Transportation2.48% | |||
|
374 |
East Japan Railway Co. |
3,076,598 |
Shares |
|
Value | |
Machinery9.35% | |||
|
74,000 |
Aida Engineering Ltd. |
$439,680 |
|
25,000 |
Daikin Industries Ltd. |
1,255,212 |
|
73,000 |
JTEKT Corp. |
1,391,895 |
|
95,000 |
Komatsu Ltd. |
3,144,110 |
|
40,000 |
Makita Corp. |
1,914,524 |
|
324,000 |
Mitsubishi Heavy Industries Ltd. |
1,868,798 |
|
12,000 |
Mori Seiki Co., Ltd. |
300,730 |
|
44,000 |
Nippon Thompson Co., Ltd. |
369,979 |
|
48,000 |
Ricoh Co., Ltd. |
940,236 |
|
|
|
11,625,164 |
Marine Transportation1.28% | |||
|
58,000 |
Kawasaki Kisen Kaisha, Ltd. |
796,543 |
|
77,000 |
Nippon Yusen Kabushiki Kaisha |
789,263 |
|
|
|
1,585,806 |
Metal Products0.52% | |||
|
40,000 |
J S Group Corp. |
645,935 |
Non-Ferrous Metals2.37% | |||
|
141,000 |
Mitsubishi Materials Corp. |
816,948 |
|
81,500 |
Sumitomo Electric Industries, Ltd. |
1,311,844 |
|
37,000 |
Sumitomo Metal Mining Co., Ltd. |
816,366 |
|
|
|
2,945,158 |
Oil & Coal Products0.63% | |||
|
6,800 |
Idemitsu Kosan Co., Ltd. |
785,615 |
13
The Japan Equity Fund, Inc.
Portfolio of Investments (continued)
October 31, 2007
COMMON STOCKS (concluded)
Shares |
|
Value | |||
Other Financing Business1.14% |
|
|
| ||
|
7,000 |
Orix Corp. |
$1,411,310 |
| |
Other Products0.77% |
|
|
|
| |
|
62,000 |
Namco Bandai Holdings Inc. |
952,189 |
| |
Pharmaceutical4.35% |
|
|
|
| |
|
27,000 |
Daiichi Sankyo Co., Ltd. |
766,939 |
| |
|
20,000 |
Ono Pharmaceuticals Co., Ltd. |
1,031,967 |
| |
|
74,000 |
Rohto Pharmaceutical Co., Ltd. |
877,432 |
| |
|
43,900 |
Takeda Pharmaceutical Co., Ltd. |
2,730,403 |
| |
|
|
|
5,406,741 |
| |
Precision Instruments0.75% |
|
|
| ||
|
19,000 |
Terumo Corp. |
925,903 |
| |
Real Estate3.21% |
|
|
|
| |
|
21,400 |
Atrium Co., Ltd. |
592,999 |
| |
|
68,000 |
Mitsui Fudosan Co., Ltd. |
1,866,574 |
| |
|
120,000 |
Tokyo Tatemono Co., Ltd. |
1,531,272 |
| |
|
|
|
3,990,845 |
| |
Retail Trade3.32% |
|
|
|
| |
|
18,400 |
Nitori Co., Ltd. |
839,124 |
| |
|
70,000 |
Seven & I Holdings Co., Ltd. |
1,799,861 |
| |
|
17,500 |
Shimachu Co., Ltd. |
501,650 |
| |
|
33,500 |
Xebio Co., Ltd. |
986,492 |
| |
|
|
|
4,127,127 |
| |
Rubber Products1.40% |
|
|
|
| |
|
79,000 |
Bridgestone Corp. |
1,739,620 |
| |
Shares |
|
Value | |
Securities1.55% |
|
|
|
|
108,000 |
Nomura Holdings Inc. |
$1,923,211 |
Services3.50% |
|
|
|
|
470 |
Dentsu Inc. |
1,228,892 |
|
28,200 |
Nomura Research Institute, Ltd. |
992,095 |
|
19,000 |
Secom Co., Ltd. |
975,417 |
|
250 |
Tempstaff Co., Ltd. |
308,374 |
|
42,500 |
Toho Co., Ltd. |
845,422 |
|
|
|
4,350,200 |
Textile & Apparel1.06% |
|
|
|
|
171,000 |
Toray Industries Inc. |
1,313,099 |
Transportation Equipment11.79% |
|
| |
|
30,000 |
Aisin Seiki Co., Ltd. |
1,224,809 |
|
90,000 |
Daihatsu Motor Co., Ltd. |
950,660 |
|
58,000 |
Denso Corp. |
2,342,773 |
|
28,000 |
Honda Motor Co., Ltd. |
1,045,865 |
|
380,000 |
Kawasaki Heavy Industries, Ltd. |
1,363,273 |
|
19,500 |
Shimano Inc. |
708,044 |
|
123,000 |
Toyota Motor Corp. |
7,019,719 |
|
|
|
14,655,143 |
Wholesale Trade5.45% |
|
|
|
|
34,000 |
Hitachi High- Technologies Corp. |
761,987 |
|
121,000 |
Mitsubishi Corp. |
3,731,324 |
|
132,300 |
Sumitomo Corp. |
2,278,934 |
|
|
|
6,772,245 |
Total Common Stocks |
|
|
122,909,250 |
14
The Japan Equity Fund, Inc.
Portfolio of Investments (concluded)
October 31, 2007
SHORT-TERM INVESTMENTS0.04%
Principal Amount (000) |
|
Value |
U.S. DOLLAR TIME DEPOSIT0.04% |
|
|
|
|
|
$ 54 |
Bank of New York Time Deposit, 0.05%, due 11/1/07 |
$53,751 |
Total Investments98.93% |
|
|
(Cost$105,825,068) |
|
122,963,001 |
Other assets less liabilities1.07% |
|
1,328,459 |
NET ASSETS (Applicable to 14,431,605 shares of capital stock outstanding; equivalent to $8.61 per share)100.00% |
|
$124,291,460 |
See accompanying notes to financial statements.
EQUITY CLASSIFICATIONS HELD
October 31, 2007
Industry |
Percent of Net Assets |
Electric Appliances |
12.93% |
Transportation Equipment |
11.79 |
Machinery |
9.35 |
Banks |
8.35 |
Chemicals |
7.69 |
Wholesale Trade |
5.45 |
Iron & Steel |
4.62 |
Pharmaceutical |
4.35 |
Services |
3.50 |
Retail Trade |
3.32 |
Real Estate |
3.21 |
Communication |
2.81 |
Land Transportation |
2.48 |
Non-Ferrous Metals |
2.37 |
Insurance |
2.29 |
Electric Power & Gas |
1.56 |
Securities |
1.55 |
Rubber Products |
1.40 |
Marine Transportation |
1.28 |
Construction |
1.24 |
Other Financing Business |
1.14 |
Textile & Apparel |
1.06 |
Glass & Ceramic Products |
1.05 |
Commerce |
0.88 |
Other Products |
0.77 |
Precision Instruments |
0.75 |
Oil & Coal Products |
0.63 |
Foods |
0.55 |
Metal Products |
0.52 |
15
The Japan Equity Fund, Inc.
TEN LARGEST EQUITY POSITIONS HELD
October 31, 2007
Issue |
Percent of Net Assets |
Toyota Motor Corp. |
5.65% |
Mitsubishi UFJ Financial Group, Inc. |
3.61 |
Mitsubishi Corp. 3.00 Mizuho Financial Group, Inc. |
2.76 |
Komatsu Ltd. |
2.53 |
East Japan Railway Co. |
2.48 |
Canon Inc. |
2.31 |
Takeda Pharmaceutical Co., Ltd. |
2.20 |
Nippon Steel Corp. |
2.02 |
Denso Corp. |
1.88 |
Statement of Assets and Liabilities
October 31, 2007
Assets |
|
Investment in securities, at value (cost$105,825,068) |
$122,963,001 |
Cash denominated in foreign currency (cost$874,132) |
873,643 |
Receivable for securities sold |
430,334 |
Interest and dividends receivable |
530,272 |
Prepaid expenses |
23,176 |
Total assets |
124,820,426 |
Liabilities |
|
Payable for securities purchased |
351,244 |
Payable for management fees |
13,233 |
Payable for advisory fees |
19,849 |
Payable to other affiliates |
29,152 |
Accrued expenses and other liabilities |
115,488 |
Total liabilities |
528,966 |
Net Assets |
|
Capital stock, $0.01 par value per share; total 30,000,000 shares authorized; |
144,317 |
Paid-in capital in excess of par value |
125,321,410 |
Accumulated net investment loss |
(398,186) |
Accumulated net realized loss on investments |
(17,910,126) |
Net unrealized appreciation on investments and other assets and liabilities |
17,134,045 |
Net assets applicable to shares outstanding |
$124,291,460 |
Net Asset Value Per Share |
$8.61 |
See accompanying notes to financial statements.
16
The Japan Equity Fund, Inc.
Statement of Operations
For the Year Ended October 31, 2007
Investment income: |
|
Dividends (net of withholding taxes of $108,763) |
$1,449,781 |
Interest |
68 |
Total investment income |
1,449,849 |
Expenses: |
|
Investment management and advisory fee |
392,752 |
Administration fee and expenses |
275,410 |
Custodian fees and expenses |
163,926 |
Audit and tax services |
85,661 |
Reports and notices to shareholders |
54,975 |
Directors fees and expenses |
45,314 |
Legal fees and expenses |
40,809 |
Insurance expense |
36,731 |
Transfer agency fee and expenses |
8,206 |
Other |
93,719 |
Total expenses |
1,197,503 |
Net investment income |
252,346 |
Realized and unrealized gains from investment activities and foreign |
|
Net realized gains on investments |
7,067,731 |
Net realized foreign currency transaction losses |
(13,650) |
Net change in unrealized appreciation (depreciation) on investments in |
(5,579,598) |
Net change in unrealized appreciation (depreciation) on short-term investments |
(576) |
Net realized and unrealized gains from investment activities and foreign |
1,473,907 |
Net increase in net assets resulting from operations |
$1,726,253 |
See accompanying notes to financial statements.
17
The Japan Equity Fund, Inc.
Statement of Changes in Net Assets
|
For the Years Ended October 31, | |
|
2007 |
2006 |
Increase (decrease) in net assets from operations: |
|
|
Net investment income |
$252,346 |
$150,842 |
Net realized gain (loss) on: |
|
|
Investments |
7,067,731 |
11,830,566 |
Foreign currency transactions |
(13,650) |
(12,971) |
Net change in unrealized appreciation (depreciation) on: |
|
|
Investments in equity securities |
(5,579,598) |
184,658 |
Translation of short-term investments and other assets and liabilities denominated in foreign currency |
(576) |
27,895 |
Net increase in net assets resulting from operations |
1,726,253 |
12,180,990 |
Dividends and distributions to shareholders from: |
|
|
Net investment income |
(1,297,949) |
(813,340) |
From capital stock transactions: |
|
|
Sale of capital stock resulting from: |
|
|
Reinvestment of dividends |
84,221 |
5,890 |
Net increase in net assets |
512,525 |
11,373,540 |
Net assets: |
|
|
Beginning of year |
123,778,935 |
112,405,395 |
End of year (including accumulated net investment loss and undistributed net investment income of $(398,186) and $368,048, respectively) |
$124,291,460 |
$123,778,935 |
See accompanying notes to financial statements.
18
The Japan Equity Fund, Inc.
Notes to Financial Statements
Organization and Significant Accounting Policies
The Japan Equity Fund, Inc. (the Fund) was incorporated in Maryland on July 12, 1990 under its former name The Japan Emerging Equity Fund, Inc. and commenced operations on July 24, 1992. It is registered with the Securities and Exchange Commission as a closed-end, diversified management investment company.
The following significant accounting policies are in conformity with accounting principles generally accepted in the United States of America for investment companies. Such policies are consistently followed by the Fund in the preparation of its financial statements. The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts and disclosures in the financial statements. Actual reporting results could differ from those estimates.
Valuation of InvestmentsSecurities which are listed on the Tokyo Stock Exchange or listed on the over-the-counter market in Japan or listed on other exchanges in Japan and for which market quotations are readily available are valued at the last reported sales price available to the Fund at the close of business on the day the securities are being valued or, lacking any such sales, at the last available bid price. In instances where quotations are not readily available or where the price as determined by the above procedures is deemed not to represent fair market value, fair value will be determined in such manner as the Board of Directors (the Board) may prescribe. Short-term investments having a maturity of 60 days or less are valued at amortized cost, except where the Board determines that such valuation does not represent the fair value of the investment. All other securities and assets are valued at fair value as determined in good faith by, or under the direction of, the Board.
Foreign Currency TranslationThe books and records of the Fund are maintained in U.S. dollars as follows: (1) the foreign currency market value of investment securities and other assets and liabilities stated in Japanese yen are translated at the exchange rates prevailing at the end of the period; and (2) purchases, sales, income and expenses are translated at the rate of exchange prevailing on the respective dates of such transactions. The resulting exchange gains and losses are included in the Statement of Operations. The Fund does not isolate the effect of fluctuations in foreign exchange rates from the effect of fluctuations in the market price of securities.
Tax StatusThe Fund intends to continue to distribute substantially all of its taxable income and to comply with the minimum distribution and other requirements of the Internal Revenue Code applicable to regulated investment companies. Accordingly, no provision for federal income taxes is required.
The Fund is not subject to any Japanese income, capital gains or other taxes except for withholding taxes on certain income, generally imposed at rates of 7% on interest and dividends, paid to the Fund by Japanese corporations.
Investment Transactions and Investment IncomeInvestment transactions are recorded on the trade date (the date upon which the order to buy or sell is executed). Realized and unrealized gains and losses from security and foreign currency transactions are calculated on the identified cost basis. Dividend income and corporate actions are recorded generally on the ex-date, except for certain dividends and corporate actions from Japanese securities which may be recorded after the ex-date, as soon as the Fund acquires information regarding such dividends or corporate actions. Interest income is recorded on an accrual basis.
Dividends and Distributions to ShareholdersThe Fund records dividends and distributions payable to its shareholders on the ex-dividend date. The amount of dividends and distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations,
19
The Japan Equity Fund, Inc.
Notes to Financial Statements (continued)
which may differ from generally accepted accounting principles. These book basis/tax basis differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require reclassifications. Dividends and distributions which exceed net investment income and net realized capital gains for tax purposes are reported as distributions of paid-in-capital.
New Accounting PronouncementIn July 2006, Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxesan interpretation of FASB Statement 109 (FIN 48) was issued and is effective for fiscal years beginning after December 15, 2006. FIN 48 sets forth a threshold for financial statement recognition, measurement and disclosure of a tax position taken or expected to be taken on a tax return. The Fund will adopt FIN 48 in the next fiscal year and does not currently anticipate a material impact to the Funds financial statements. The Fund will continue to monitor the Funds tax positions prospectively for potential future impacts.
In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (FAS 157). FAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. FAS 157 applies to reporting periods beginning after November 15, 2007. The adoption of FAS 157 is not expected to have a material impact on the Funds financial statements.
Investment Manager and Investment Adviser
The Fund has an Investment Management Agreement with Daiwa SB Investments (U.S.A.) Ltd. (the Manager). Daiwa SB Investments Ltd. (DSBI or the Adviser), an affiliate of the Manager, acts as the Funds investment adviser pursuant to an Investment Advisory Agreement between the Manager and DSBI. For such investment services, the Fund is obligated to pay the Manager a monthly fee at an annual rate of 0.60% of the first $20 million, 0.40% of the next $30 million and 0.20% of the excess over $50 million of the Funds average weekly net assets, of which 60% of this fee is paid by the Manager to DSBI. In addition, the Fund has agreed to reimburse the Manager and the Adviser for all out-of-pocket expenses related to the Fund. For the year ended October 31, 2007, no out-of-pocket expenses were paid to the Manager or Adviser.
At October 31, 2007, the Fund owed $33,082 to the Manager.
Administrator and Custodian and Other Related Parties
Daiwa Securities Trust Company (DSTC), an affiliate of the Adviser, provides certain administrative services to the Fund, for which the Fund pays to DSTC a monthly fee at an annual rate of 0.20% of the first $60 million of the Funds average weekly net assets, 0.15% of the next $40 million and 0.10% of the excess over $100 million, with a minimum annual fee of $120,000. In addition, as permitted by the Administration Agreement, the Fund reimburses the Administrator for its out-of-pocket expenses related to the Fund. For the year ended October 31, 2007, expenses of $10,951 were paid to the Administrator, representing reimbursement to the Administrator of costs relating to the attendance by its employees at meetings of the Funds Board.
The Board of Directors of the Fund has also approved the payment of the administrative compliance expense for the Fund in the amount of $75,000 per annum to DSTC, for services provided by DSTC staff in implementing the Funds compliance management system and the Funds compliance review program. This amount is included in the administration fee in the Funds Statement of Operations.
DSTC also acts as custodian for the Funds assets and has appointed Sumitomo Mitsui Banking Corporation (the Sub-Custodian), an affiliate of the Manager, to act as the sub-custodian for all of the cash and securities of the Fund held in Japan. As compensation for its services as custodian, DSTC
20
The Japan Equity Fund, Inc.
Notes to Financial Statements (continued)
receives a monthly fee and reimbursement of out-of-pocket expenses. Such expenses include fees and out-of-pocket expenses of the Sub-Custodian. During the year ended October 31, 2007, DSTC and the Sub-Custodian earned $65,426 and $98,500, respectively, as compensation for custodial service to the Fund.
At October 31, 2007, the Fund owed $17,390, $6,250 and $5,512 to DSTC for administration, compliance and custodian fees, respectively, excluding fees and expenses of $3,988 payable to the Sub-Custodian.
During the year ended October 31, 2007, the Fund paid or accrued $40,809 for legal services in connection with the Funds ongoing operations to a law firm of which the Funds Assistant Secretary is a consultant.
Investments in Securities and Federal Income Tax Matters
For federal income tax purposes, the cost of securities owned at October 31, 2007 was $106,170,954, excluding short-term interest bearing investments. At October 31, 2007, the net unrealized appreciation of investments for federal income tax purposes, excluding short-term securities, of $16,738,296 was composed of gross appreciation of $20,347,052 for those investments having an excess of value over cost, and gross depreciation of $3,608,756 for those investments having an excess of cost over value. For the year ended October 31, 2007, total aggregate purchases and sales of portfolio securities, excluding short-term securities, were $76,672,178 and $77,207,801, respectively.
In order to present undistributed net investment income and accumulated net realized loss on the Statement of Assets and Liabilities that more closely represent their tax character, certain adjustments have been made to paid-in capital in excess of par value, undistributed net investment income and accumulated net realized loss on investments.
For the year ended October 31, 2007, the adjustments were to decrease accumulated net investment loss by $279,369, decrease accumulated net realized loss on investments by $13,650 and decrease paid-in capital in excess of par value by $293,019 primarily relating to the reclassification of realized foreign currency losses and net operating losses. Net assets were not affected by this change.
The tax basis components of distributable earnings differ from the amounts reflected in the Statement of Assets and Liabilities by temporary book/tax differences primarily arising from wash sales and investment in a passive foreign investment company. As of October 31, 2007, the components of accumulated earnings (deficit) on a tax basis were as follows:
Accumulated Net Realized Loss |
Unrealized Appreciation/Depreciation |
$17,908,676 |
$16,734,409 |
During the current fiscal year, the Fund utilized capital loss carryforwards of $7,054,688.
At October 31, 2007, the Fund had a remaining capital loss carryover of $17,908,676, of which $12,645,344 expires in the year 2010 and $5,263,332 expires in the year 2011, available to offset future net capital gains.
The tax character of the distributions paid during the fiscal year ended October 31, 2007 was from ordinary income.
As of October 31, 2007, the Fund had no distributable earnings.
21
The Japan Equity Fund, Inc.
Capital Stock
There are 30,000,000 shares of $.01 par value common stock authorized. During the year ended October 31, 2007, 9,955 shares were issued as a result of the reinvestment of dividends paid to those shareholders electing to reinvest dividends. Of the 14,431,605 shares of the Fund outstanding at October 31, 2007, Daiwa Securities America Inc., an affiliate of the Manager, Adviser and DSTC, owned 14,790 shares.
Financial Highlights
Selected data for a share of capital stock outstanding during each year is presented below:
|
For the Years Ended October 31, | ||||
|
2007 |
2006 |
2005 |
2004 |
2003 |
Net asset value, beginning of year |
$8.58 |
$7.79 |
$6.24 |
$6.00 |
$4.54 |
Net investment income (loss) |
0.02 |
0.01 |
* |
* |
(0.02) |
Net realized and unrealized gains on investments and foreign currency transactions |
0.10 |
0.83 |
1.55 |
0.39 |
1.48 |
Net increase in net asset value resulting from operations |
0.12 |
0.84 |
1.55 |
0.39 |
1.46 |
Less: dividends and distributions to shareholders Net investment income |
(0.09) |
(0.05) |
|
|
|
Dilutive effect of rights offering |
|
|
|
(0.12) |
|
Offering costs charged to paid-in capital in excess of par value |
|
|
|
(0.03) |
|
Net asset value, end of year |
$8.61 |
$8.58 |
$7.79 |
$6.24 |
$6.00 |
Per share market value, end of year |
$7.97 |
$8.14 |
$8.51 |
$6.08 |
$7.16 |
Total investment return: |
|
|
|
|
|
Based on market price at beginning and end of year, assuming reinvestment of dividends |
(1.05)% |
(3.68)% |
39.97% |
(11.70)% |
72.53% |
Based on net asset value at beginning and end of year, assuming reinvestment of dividends |
1.42% |
10.91% |
24.84% |
5.74% |
32.16% |
Ratios and supplemental data: |
|
|
|
|
|
Net assets, end of year (in millions) |
$124.3 |
$123.8 |
$112.4 |
$90.0 |
$64.9 |
Ratios to average net assets of: |
|
|
|
|
|
Expenses |
0.95% |
0.94% |
1.07% |
1.12% |
1.50% |
Net investment income (loss) |
0.20% |
0.12% |
0.07% |
(0.06)% |
(0.48)% |
Portfolio turnover |
61.22% |
59.36% |
72.35% |
90.03% |
84.00% |
_________________
|
For the year ended October 31, 2004, the total investment return includes the benefit of shares resulting from the exercise of rights. |
* |
Represents less than $0.005 per share. |
22
The Japan Equity Fund, Inc.
Report of Independent Registered Public Accounting Firm
To the Shareholders and
Board of Directors of
The Japan Equity Fund, Inc.
In our opinion, the accompanying statement of assets and liabilities, including the portfolio of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of The Japan Equity Fund, Inc. (the Fund) at October 31, 2007, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as financial statements) are the responsibility of the Funds management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2007 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
New York, New York
December 18, 2007
Tax Information (unaudited)
The Fund is required by Subchapter M of the Internal Revenue Code of 1986, as amended, to advise you within 60 days of the Funds fiscal year end (October 31, 2007) as to the federal tax status of any distributions received by you during such fiscal year.
On December 7, 2006, the Board of Directors of the Fund approved a total distribution of $0.09 per share which represents a dividend from ordinary income. The dividend was payable on December 27, 2006, to shareholders of record at the close of business on December 18, 2006. The ex-dividend date was December 14, 2006.
There is no foreign tax deduction or credit available to shareholders for calendar year 2007.
Shareholders are strongly advised to consult their own tax advisors with respect to the tax consequences of their investment in the Fund.
23
The Japan Equity Fund, Inc.
Information Concerning Directors and Officers (unaudited)
The following table sets forth information concerning each of the Directors and Officers of the Fund. The Directors of the Fund will serve for terms expiring on the date of subsequent Annual Meetings of Stockholders in the year 2009 for Class I Directors, 2010 for Class II Directors and 2008 for Class III Directors, or until their successors are duly elected and qualified.
Name (Age) and Address of Directors/ |
Principal Occupation or Employment During Past Five Years and Directorships in Publicly Held Companies |
Director or Officer of Fund Since |
Number of Funds in Fund Complex for Which Director Serves (1) |
Directors |
|
|
|
Austin C. Dowling (75) |
Retired; Director, The Thai Capital Fund, Inc., since 1990; Director, The Singapore Fund, Inc., since 2000. |
Class III Director since 1992 |
3 |
Martin J. Gruber (70) 229 South Irving Street Ridgewood, NJ 07450 |
Professor of Finance, Leonard N. Stern School of Business, New York University, since 1965; Director, The Thai Capital Fund, Inc., since 2000; Director, The Singapore Fund, Inc., since 2000; Trustee, DWS Scudder Mutual Funds, since 1992; Trustee, C.R.E.F., from 2001 to 2005 and Chairman from December 2003 to 2005; Director, National Bureau of Economic Research, since August 2005. |
Class I Director since 1992 |
3 |
David G. Harmer (64) |
Director of Community and Economic Development, City of Ogden, since July 2005; Public Services Department Director, City of Ogden, from February 2005 to July 2005; Executive Director, Department of Community and Economic Development for the State of Utah, from May 2002 to January 2005; Chairman, 2K2 Hosting Corporation, from April 2001 to April 2002; Director, The Thai Capital Fund, Inc., since 2000; Director, The Singapore Fund, Inc., since 1996. |
Class II Director since 1997 |
3 |
24
The Japan Equity Fund, Inc.
Information Concerning Directors and Officers (unaudited) (continued)
Name (Age) and Address of Directors/ |
Principal Occupation or Employment During Past Five Years and Directorships in Publicly Held Companies |
Director or Officer of Fund Since |
Number of Funds in Fund Complex for Which Director Serves (1) |
Richard J. Herring (61) |
Jacob Safra Professor of International Banking and Professor, Finance Department, The Wharton School, University of Pennsylvania, since 1972; Co-Director, Wharton Financial Institutions Center, since 2000; Director, Lauder Institute of International Management Studies, from 2000 to 2006; Director, The Thai Capital Fund, Inc., since 2007; Director, The Sinagpore Fund, Inc., since 2007; Trustee, DWS Scudder Mutual Funds, since 1990. |
Class III Director since 2007 |
3 |
*Hiroshi Kimura (54) One Evertrust Plaza Jersey City, |
Chairman and President, Daiwa Securities Trust Company, since July 2001. |
Chairman of the Board and Class I Director since 2001 |
1 |
Rahn K. Porter (53) |
Senior Vice President of Investor Relations, Qwest Communications International Inc., since September 2007; Vice President of Finance, Qwest Communications International Inc., from March 2003 to September 2007; Director, BlackRidge Financial, Inc. (bank holding company), since November 2004; Principal, RPSS Enterprises (financial consulting company), from January 2002 to February 2003; Chief Financial Officer, Telenet, Inc. (Belgian communications company) from 2001 to 2002; Director, Community First Bank Shares, from 2001 to 2004; Director, The Thai Capital Fund, Inc., since 2007; Director, The Japan Equity Fund, Inc., since 2007. |
Class II Director since 2007 |
3 |
Hideo Tanaka (58) |
President and Chief Executive Officer, Daiwa SB Investments (USA) Ltd., since November 2006; Executive Officer and Head of Fixed-Income Management, Daiwa SB Investments Ltd. from 2003 to 2006; Chief Global Strategist, Daiwa SB Investments Ltd., from 1995 to 2003. |
President of the Fund since December 2006 |
|
25
The Japan Equity Fund, Inc.
Information Concerning Directors and Officers (unaudited) (concluded)
Name (Age) and Address of Directors/ |
Principal Occupation or Employment During Past Five Years and Directorships in Publicly Held Companies |
Director or Officer of Fund Since |
Number of Funds in Fund Complex for Which Director Serves (1) |
|
|
|
|
John J. OKeefe (48) |
Vice President, Fund Accounting Department of Daiwa Securities Trust Company, since 2000; Vice President and Treasurer, The Thai Capital Fund, Inc. and The Singapore Fund, Inc., since 2000. |
Vice President and Treasurer of the Fund since 2000 |
|
Yuko Tatezawa (29) |
Client Reporting Department of Daiwa Securities Trust Company, since 2002; Secretary, The Thai Capital Fund, Inc. and The Singapore Fund, Inc., since 2004. |
Secretary of the Fund since 2004 |
|
Anthony Cambria (53) |
Director and Executive Vice President, Daiwa Securities Trust Company, since 1999; Chief Compliance Officer, The Thai Capital Fund, Inc. and The Singapore Fund, Inc., since 2004. |
Chief Compliance Officer of the Fund since 2004 |
|
Leonard B. Mackey, Jr. (56) |
Consultant since 2007 and Partner from 1983 to 2007 in the law firm of Clifford Chance US LLP; Assistant Secretary, The Thai Capital Fund, Inc. and The Singapore Fund, Inc., since 2004. |
Assistant Secretary of the Fund since 2004 |
|
_______________
1 |
Fund Complex includes the Fund, The Thai Capital Fund, Inc. and The Singapore Fund, Inc., which are the only registered investment companies advised by SCB Asset Management Co., Ltd., DBS Asset Management (United States) Pte. Ltd., Daiwa SB Investments (Singapore) Ltd., Daiwa SB Investments (USA) Ltd., Daiwa SB Investments Ltd. or their respective affiliates. |
* |
Director so noted is deemed by the Funds counsel to be an interested person (as defined in the U.S. Investment Company Act of 1940, as amended). Mr. Kimura is deemed an interested person of the Fund because of his affiliation with Daiwa Securities Trust Company, an affiliate of the Funds investment adviser, Daiwa SB Investments Ltd. |
Board Consideration and Approval of Investment Advisory and Management Agreements (unaudited)
Nature, Extent and Quality of Services
At a meeting (the Meeting) of the Board of Directors of The Japan Equity Fund, Inc. held on June 4, 2007, the Board reviewed and considered the nature and extent of the investment advisory services provided by Daiwa SB Investments Ltd. (the Investment Adviser) under the Advisory Agreement and Daiwa SB Investments (USA) Ltd. (the Manager and, together with the Investment Adviser, the Advisers) under the Investment Management Agreement. The Board reviewed and considered the qualifications of the portfolio manager, the senior administrative managers and other key personnel of the Manager who provide the investment advisory services to the Fund. The Board determined that the portfolio manager and key personnel of the Manager are qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board also reviewed the
26
The Japan Equity Fund, Inc.
services provided to the Fund by the Investment Adviser and the personnel of the Investment Adviser who provide those services. The Board concluded that the nature and extent of the advisory services provided were necessary and appropriate for the conduct of the business and investment activities of the Fund. The Board also concluded that the overall quality of the advisory services was satisfactory.
Performance Relative to the Funds Benchmark
The Board reviewed the Funds performance for the last one-, three- and five-year periods, as well as for the last 20 quarters, as provided in the materials distributed to the Board prior to the Meeting, compared to the Funds benchmark, the Tokyo Stock Price Index. The Board noted that the Funds performance for the last one-year period was higher than the Funds benchmark, and was only slightly lower for the three- and five-year periods. The Board discussed with the Adviser the reasons for the underperformance in these periods. The Board also noted that, for the last 20 quarters, the Funds performance varied as compared to the benchmark, however, the Fund, in most quarters, performed in line with, or only slightly below, the benchmark. The Board concluded that the Funds overall performance was satisfactory.
Fees Relative to Other Funds Advised by the Advisers
The Board reviewed the advisory fee paid by the Fund under the Advisory Agreement and the Investment Management Agreement (together, the advisory fee). The Board also reviewed information showing the advisory fees paid by other funds managed by each of the Advisers as compared to the advisory fee paid by the Fund. The Board noted that the Manager does not manage any other closed-end funds that would provide an appropriate comparison to the Funds advisory fee. The Board further noted that while the Investment Adviser does not manage any other U.S. registered funds, it does advise equity accounts for non-Japanese investors with advisory fees that are equal to or higher than the advisory fee paid by the Fund. The Board concluded that the advisory fee paid by the Fund was appropriate as compared to other funds advised by the Advisers.
Fees and Expenses Relative to Comparable Funds Managed by Other Advisers
The Board considered the advisory fees paid by the other funds in the Fund Complex, The Singapore Fund, Inc. and The Thai Capital Fund, Inc., as compared to the advisory fee paid to the Funds Advisers. The Board noted that the advisory fee paid by the Fund is lower than the advisory fees paid to The Singapore Fund, Inc. and The Thai Capital Fund, Inc. In addition, the Board reviewed the fee paid to the other U.S. registered closed-end fund investing in Japan. The Board noted that the advisory fee rate for the other fund was higher than for the Fund, although noting that the other fund generally invested in a different part of the Japanese market. In addition, the Board examined the advisory fees paid to other closed-end funds investing in a single country. While the fees vary widely, the majority of these fees paid in connection with these country funds were in the 1.00% and higher range, especially for those funds that invested in countries in Asia. The Board concluded that the Funds advisory fee was competitive with these other country funds. The Board further noted that the total expense ratio of the Fund was lower than that of the other funds in the Fund Complex and many other country funds, including the other U.S. registered closed-end fund investing in Japan, and concluded that the Funds total expense ratio was competitive.
Breakpoints and Economies of Scale
The Board reviewed the structure of the Funds advisory fee schedule under the Advisory Agreement and Investment Management Agreement and noted that it does include breakpoints. The Board considered that the Fund is closed-end. The Board concluded that economies of scale for this Fund were not a factor that needed to be considered at the current asset levels.
Profitability of the Advisers
The Board considered and reviewed a profitability report for each of the Advisers for the last year included in the materials previously provided to the Board. Based on their review of the information they
27
The Japan Equity Fund, Inc.
received, the Board concluded that the profits earned by each Adviser were not excessive in light of the advisory services provided to the Fund.
Advisers Financially Sound and Financially Capable of Meeting the Funds Needs
The Board considered whether each of the Advisers is financially sound and has the resources necessary to perform its obligations under the Advisory Agreement and Investment Management Agreement. The Board noted that each Advisers operations remain profitable. The Board concluded that each of the Advisers has the financial resources necessary to fulfill its obligations under the Advisory Agreement and Investment Management Agreement.
Historical Relationship Between the Fund and the Advisers
The Board also reviewed and considered the historical relationship between the Fund and the Advisers, including the organizational structure of each of the Advisers, the policies and procedures formulated and adopted by each of the Advisers for managing the Funds assets and the Boards confidence in the competence and integrity of the senior managers and key personnel of each of the Advisers. The Board concluded that it is beneficial for the Fund to continue its relationship with the Advisers.
Other Factors and Current Trends
The Board considered the controls and procedures adopted and implemented by each of the Advisers and monitored by the Funds Chief Compliance Officer and concluded that the conduct of business by each of the Advisers indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Funds business.
General Conclusion
After considering and weighing all of the above factors, the Board concluded it would be in the best interests of the Fund and its shareholders to approve renewal of each of the Advisory Agreement and Investment Management Agreement for another year.
28
The Japan Equity Fund, Inc.
(This page has been left blank intentionally.)
29
BOARD OF DIRECTORS |
|
Hiroshi Kimura, Chairman Austin C. Dowling Martin J. Gruber Richard J. Herring Rahn K. Porter |
Annual Report October 31, 2007
|
OFFICERS Hideo Tanaka President John J. OKeefe Vice President and Treasurer Yuko Tatezawa Secretary Anthony Cambria Chief Compliance Officer Leonard B. Mackey, Jr. Assistant Secretary |
|
ADDRESS OF THE FUND c/o Daiwa Securities Trust Company One Evertrust Plaza, 9th Floor Jersey City, NJ 07302-3051 | |
INVESTMENT MANAGER INVESTMENT ADVISER ADMINISTRATOR AND CUSTODIAN TRANSFER AGENT AND REGISTRAR LEGAL COUNSEL INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
The Japan Equity Fund, Inc.
c/o Daiwa Securities Trust Company One Evertrust Plaza Jersey City, New Jersey 07302 INVESTMENT MANAGER INVESTMENT ADVISER |
Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940 that from time to time the Fund may purchase shares of its common stock in the open market at prevailing market prices. This report is sent to shareholders of the Fund for their information. It is not a prospectus, circular or representation intended for use in the purchase or sale of shares of the Fund or of any securities mentioned in the report. | |
|
|
30
Item 2. Code of Ethics.
(a) |
The registrant has adopted a code of ethics (the Code of Ethics) that applies to the registrants principal executive officer and principal financial and accounting officer. A copy of the registrants Code of Ethics is attached hereto as Exhibit 12(a). |
(b) |
No information need be disclosed pursuant to this paragraph. |
(c) |
The registrant has not amended the Code of Ethics during the period covered by the shareholder report presented in Item 1 hereto. |
(d) |
The registrant has not granted a waiver or an implicit waiver from a provision of the Code of Ethics during the period covered by this report. |
(e) |
Not applicable. |
(f) |
(1) |
The Code of Ethics is attached hereto as Exhibit 12(a). |
|
(2) |
Not applicable. |
|
(3) |
Not applicable. |
Item 3. Audit Committee Financial Expert.
The registrants board of directors has determined that the registrant has at least one audit committee financial expert serving on its audit committee. The audit committee financial expert is Rahn K. Porter who is independent for purposes of this item.
Item 4. Principal Accountant Fees and Services.
(a)(b)(c)(d) and (g). Based on fees billed for the periods shown:
|
2007 |
|
|
|
|
Registrant |
Covered Entities(1) |
|
Audit Fees |
$76,000 |
N/A |
|
|
|
|
|
Non-Audit Fees |
|
|
|
Audit-Related Fees |
|
$0 |
|
Tax Fees |
(2) $10,150 |
$0 |
|
All Other Fees |
|
$0 |
|
Total Non-Audit Fees |
$10,150 |
$0 |
|
|
|
|
|
Total |
$86,150 |
|
|
|
|
|
|
2006 |
|
|
|
|
Registrant |
Covered Entities(1) |
|
Audit Fees |
$74,700 |
N/A |
|
|
|
|
|
Non-Audit Fees |
|
|
|
Audit-Related Fees |
|
$0 |
|
Tax Fees |
(2) $9,400 |
$0 |
|
All Other Fees |
|
$0 |
31
|
|
Total Non-Audit Fees |
$9,400 |
$0 |
|
|
|
|
|
|
|
Total |
$84,100 |
|
|
|
|
|
|
|
_____________________ | |||
|
N/A- Not applicable, as not required by Item 4. | |||
|
| |||
(1) Covered Entities include the registrants investment adviser (excluding any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and any entity controlling, controlled by or under common control with the registrants adviser that provides ongoing services to the registrant. | ||||
| ||||
(2) Tax Fees represent fees received for tax compliance services provided to the registrant, including the review of tax returns. | ||||
| ||||
(e) |
(1) Before the registrants principal accountant is engaged to render audit or non-audit services to the registrant and non-audit services to the registrants investment adviser and its affiliates, each engagement is approved by the registrants audit committee. |
(e) |
(2) 100% of the services described in each of (b) through (d) of this Item 4 were approved by the registrants audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. |
(f) |
Not applicable. |
(g) |
See table above. |
(h) |
The registrants audit committee of the board of directors has considered whether the provision of non-audit services that were rendered to Covered Entities that were not pre-approved pursuant to paragraph (C)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the auditors independence in performing audit services. |
Item 5. Audit Committee of Listed Registrants.
The registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The members of the audit committee are as follows: Austin C. Dowling, Martin J. Gruber, David G. Harmer, Richard J. Herring and Rahn K. Porter.
Item 6. Schedule of Investments.
A Schedule of Investments is included as part of the report to shareholders filed under Item 1.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
The registrant has delegated to its investment adviser the voting of proxies relating to the registrants portfolio securities. The registrants policies and procedures and those used by the investment adviser to determine how to vote proxies relating to the registrants portfolio securities, including the
32
procedures used when a vote presents a conflict of interest involving the investment adviser or any of its affiliates, are contained in the investment advisers Proxy Voting Guidelines, which are attached hereto as Exhibit 12(c).
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Mr. Naoto Nagai, CFA is a Senior Portfolio Manager, with a total of 11 years of experience in the Japanese and global equity markets. Prior to joining Daiwa SB Investments in 2006, he was a fund manager and research analyst at Resona Trust Company Japan. In 1996, he earned an MBA from the University of Rochester and in 1991 he graduated from the University of Osaka Prefecture with a B.S. in chemistry. He assumed the day-to-day portfolio management responsibilities for the Fund effective October 18, 2006.
Naoto Nagai, CFA, is currently responsible for the day-to-day management of the Fund. He has been managing the Fund since October 2006. Daiwa SB Investments Ltd., the Funds investment adviser, has employed Mr. Nagai as an equity fund manager since August 2006. Prior to that time, Mr. Nagai was a fund manager and research analyst at Resona Trust Company Japan.
Other Accounts Managed by the Portfolio Manager. As of October 31, 2007, Mr. Nagai managed two mutual funds with a total of $777 million in assets; no other pooled investment vehicles nor other accounts were managed by Mr. Nagai.
Because Mr. Nagai manages assets for other investment companies, there may be an incentive to favor one client over another resulting in conflicts of interest. For instance, Daiwa SB Investments Ltd. may receive fees from certain funds managed by Mr. Nagai that are higher than the fee it receives from the Fund. In those instances, Mr. Nagai may have an incentive to favor the higher fee accounts over the Fund. Daiwa SB Investments Ltd. has adopted trade allocation and other policies and procedures that it believes are reasonably designed to address these and other conflicts of interest.
Securities Ownership of Portfolio Managers. As of October 31, 2007, Mr. Nagai did not beneficially owned any securities in the Fund.
Portfolio Manager Compensation Structure. Mr. Nagai receives a combination of base compensation and discretionary compensation, comprising a cash bonus and several deferred compensation programs described below. The methodology used to determine portfolio manager compensation is applied across all accounts managed by Mr. Nagai.
Generally, Mr. Nagai receives base salary compensation based on the level of his position with the investment adviser. In addition to base compensation, Mr. Nagai may receive discretionary compensation. Discretionary compensation is comprised of a cash bonus. The bonus is calculated from fund performance, contribution to the business objectives of the investment adviser, the dollar amount of assets under management, client contribution or any market compensation contributions.
Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
There were no purchases of equity securities made by the Fund or any affiliated purchasers during the period of this report.
33
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which shareholders may recommend nominees to the registrants board of directors.
Item 11. Controls and Procedures.
(a) |
The registrants principal executive and principal financial officer have concluded that the registrants disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the 1940 Act) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of this Form N-CSR based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the 1934 Act (17 CFR 240.13a-15(b) or 240.15d-15(b)). |
(b) |
There were no changes in the registrants internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d))) that occurred during the registrants second fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting. |
Item 12. Exhibits.
(a) |
Code of Ethics for Principal Executive and Senior Financial Officers. |
(b) |
Certifications required by Rule 30a-2(a) of the Investment Company Act of 1940, as amended, and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto. |
(c) |
Proxy Voting Guidelines for the registrant and its adviser. |
34
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
The Japan Equity Fund, Inc.
|
By |
\s\ John J. OKeefe |
-----------------------------------
John J. OKeefe, Vice President & Treasurer
Date: December 31, 2007
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
By |
\s\ John J. OKeefe |
-----------------------------------
John J. OKeefe, Vice President & Treasurer
Date: December 31, 2007
|
By |
\s\ Hiroshi Kimura |
-----------------------------------
Hiroshi Kimura, Chairman
Date: December 31, 2007
35
EXHIBIT 12(a)
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL
OFFICERS
I. |
This Code of Ethics (the Code) for The Thai Capital Fund, Inc., The Japan Equity Fund, Inc. and The Singapore Fund, Inc. (each a Fund and collectively the Funds) applies to each Funds President and Treasurer (or persons performing similar functions) (Covered Officers) for the purpose of promoting: |
|
* |
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
|
* |
full, fair, accurate, timely and understandable disclosure in reports and documents that a Fund files with, or submits to, the Securities and Exchange Commission (SEC) and in other public communications made by a Fund; |
|
* |
compliance with applicable laws and governmental rules and regulations; |
|
* |
prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and |
|
* |
accountability for adherence to the Code. |
Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest. A Fund will expect all Covered Officers to comply at all times with the principles in this Code. A violation of this Code by an employee is grounds for disciplinary action up to and including discharge and possible legal prosecution. Any question about the application of the Code should be referred to the Audit Committee of the Funds Board of Directors ( the Audit Committee).
II. |
Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest |
Overview. A conflict of interest occurs when a Covered Officers private interest interferes with the interests of, or his service to, a Fund. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his position with a Fund.
Certain conflicts of interest arise out of the relationships between Covered Officers and a Fund and already are subject to conflict of interest provisions in the Investment Company Act of 1940 (the Investment Company Act) and the Investment Advisers Act of 1940 (the Investment Advisers Act). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with a Fund because of their status as affiliated persons of a Fund. The compliance programs and procedures of a Fund and the Funds Investment Manager and Investment Adviser are designed to prevent, or identify and correct, violations of these provisions. Certain conflicts of interest also arise out of the personal securities trading activities of the Covered Officers and the possibility that they may use information regarding a Funds securities trading activities for their personal benefit. Each Funds Code of Ethics under Rule 17j-1 under the Investment Company Act is designed to address these conflicts of interest. This Code does not, and is not intended to, replace these programs and procedures or a Funds Rule 17j-1 Code of Ethics, and this Codes provisions should be viewed as being additional and supplemental to such programs, procedures and code.
36
Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between a Fund and its Investment Adviser or Investment Manager of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for a Fund or for its Investment Adviser or Investment Manager, or for all parties), be involved in establishing policies and implementing decisions that will have different effects on the Investment Adviser or Investment Manager and a Fund. The participation of the Covered Officers in such activities is inherent in the contractual relationship between a Fund and its Investment Adviser or Investment Manager and is consistent with the performance by the Covered Officers of their duties as officers of a Fund. Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by a Funds Board of Directors (the Board) that the Covered Officers may also be officers or employees of one or more other investment companies covered by other codes.
Each Covered Officer must not:
|
* |
use his personal influence or personal relationships improperly to influence investment decisions or financial reporting by a Fund whereby the Covered Officer would benefit personally to the detriment of a Fund; |
|
* |
cause a Fund to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the Fund; and |
|
* |
use material non-public knowledge of portfolio transactions made or contemplated for, or actions proposed to be taken by, a Fund to trade personally or cause others to trade personally in contemplation of the market effect of such transactions. |
Each Covered Officer must, at the time of signing this Code, report all material business affiliations outside a Fund and must update the report annually.
Covered Officers should avoid situations which involve the appearance of, or potential for, conflicts of interest. Examples of these situations include:
|
* |
accepting directly or indirectly, anything of value, including gifts and gratuities in excess of $100 per year from any person or entity with which a Fund has current or prospective business dealings, not including occasional meals or tickets to theatre or sporting events or other similar entertainment, provided it is business-related, reasonable in cost, appropriate as to time and place and not so frequent as to raise any question of impropriety; |
|
* |
any ownership interest in, or any consulting or employment relationship with, any of a Funds service providers, other than its Investment Adviser or Investment Manager or any affiliated person thereof; and |
|
* |
a direct or indirect financial interest in commissions, transaction charges or spreads paid by a Fund for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officers employment, such as compensation or equity ownership. |
In situations involving a Covered Officer which involve the appearance of, or the potential for, conflicts of interest, but where the Covered Officer believes that no significant conflict of interest exist,
37
the Covered Officer must obtain prior written approval from the Audit Committee before becoming involved in that situation. No such approval shall be considered a waiver of this Code.
III. |
Disclosure and Compliance |
|
* |
Each Covered Officer should familiarize himself with the disclosure and compliance requirements generally applicable to a Fund; |
|
* |
Each Covered Officer should not knowingly misrepresent, or cause others to |
misrepresent, facts about a Fund to others, whether within or outside a Fund, including to a Funds directors and auditors, or to governmental regulators and self-regulatory organizations;
|
* |
Each Covered Officer should, to the extent appropriate within his area of responsibility, consult with other officers and employees of a Fund and its Investment Adviser or Investment Manager with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents a Fund files with, or submits to, the SEC and in other public communications made by a Fund; and |
|
* |
It is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations. |
IV. |
Reporting and Accountability |
Each Covered Officer must:
|
* |
upon adoption of the Code or (thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Board that he has received, read and understands the Code; |
|
* |
annually thereafter affirm to the Board that he has complied with the requirements of the Code; |
|
* |
not retaliate against any other Covered Officer or any employee of a Fund or their affiliated persons for reports of potential violations that are made in good faith; and |
|
* |
notify the Audit Committee promptly if he knows of any violation of this Code. Failure to do so is itself a violation of this Code. |
The Audit Committee is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation. Any waivers sought by a Covered Officer must be considered by the Audit Committee.
A copy of this Code shall be delivered to each employee of a Fund and each employee of its Investment Adviser and Investment Manager annually together with a memorandum requesting that any violations of the Code be communicated immediately to the Audit Committee.
Each Fund will follow these procedures in investigating and enforcing this Code:
|
* |
the Audit Committee will take all appropriate action to investigate any potential violations reported to it; |
38
|
* |
if, after such investigation, the Audit Committee believes that no violation has occurred, the Audit Committee is not required to take any further action; |
|
* |
if the Audit Committee determines that a violation has occurred, it will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the Investment Adviser or its board; or a recommendation to dismiss the Covered Officer; |
|
* |
the Audit Committee will be responsible for granting waivers of this Code, as appropriate; and |
|
* |
any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules. |
V. |
Changes To or Waivers of the Code |
No change to or waiver of any provision of this Code will be effective until a Fund discloses the nature of any amendment to, or waiver from, a provision of the Code in its Form N-CSR, or on its website within five business days following the date of the amendment or waiver if this method of disclosure has been established in its Form N-CSR and made available on its website for twelve months. Any waiver of provisions of this Code will be reported in filings with the SEC and otherwise reported to a Funds stockholders to the full extent required by the rules of the SEC and by any applicable rules of any securities exchange on which a Funds securities are listed.
VI. |
Other Policies and Procedures |
This Code shall be the sole code of ethics adopted by each Fund for purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of a Fund or its Investment Adviser, Investment Manager or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they conflict with the provisions of this Code.
VII. |
Amendments |
Any amendments to this Code must be approved or ratified by a majority vote of the Audit Committee and the Board, including a majority of directors who are not interested persons as defined in the Investment Company Act.
VIII. |
Confidentiality |
All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Audit Committee, the Board, the Fund and its counsel and its Investment Adviser and Investment Manager and their respective counsel.
IX. |
Internal Use |
The Code is intended solely for the internal use by a Fund and does not constitute an admission, by or on behalf of a Fund, as to any fact, circumstance or legal conclusion.
39
I have read and understand the terms of the Code. I recognize the responsibilities and obligations incurred by me as a result of my being subject to the Code. I hereby agree to abide by the Code.
_________________________
Date:_____________________
40
EXHIBIT 12(b)
CERTIFICATION
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John J. OKeefe, certify that:
1. |
I have reviewed this report on Form N-CSR of The Japan Equity Fund, Inc.; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; |
4. |
The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: |
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
(c) |
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and |
|
(d) |
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. |
The registrants other certifying officer and I have disclosed, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
41
|
(a) |
all significant deficiencies and material weaknesses in the design or operation of internal control which are reasonably likely to adversely affect the registrants ability to record, process, summarize, and report financial information; and |
|
(b) |
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls over financial reporting. |
Date: December 31, 2007
\s\John J. OKeefe
---------------------------------------
John J. OKeefe, Vice President & Treasurer
42
CERTIFICATION
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Hiroshi Kimura, certify that:
1. |
I have reviewed this report on Form N-CSR of The Japan Equity Fund, Inc.; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; |
4. |
The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: |
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
(c) |
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and |
|
(d) |
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. |
The registrants other certifying officer and I have disclosed, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
|
(a) |
all significant deficiencies and material weaknesses in the design or operation of internal control which are reasonably likely to adversely affect the registrants ability to record, process, summarize, and report financial information; and |
43
|
(b) |
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls over financial reporting. |
Date: December 31, 2007
\s\ Hiroshi Kimura
---------------------------------------
Hiroshi Kimura, Chairman
44
CERTIFICATION
PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, the Vice President and Treasurer of The Japan Equity Fund, Inc. (the Fund), with respect to the Form N-CSR for the period ended October 31, 2007 as filed with the Securities and Exchange Commission, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
|
1. |
such Form N-CSR fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
2. |
the information contained in such Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Fund. |
Dated: December 31, 2007
/s/ John J. OKeefe
----------------------------------
John J. OKeefe
This certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.
45
CERTIFICATION
PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, the Chairman of The Japan Equity Fund, Inc. (the Fund), with respect to the Form N-CSR for the period ended October 31, 2007 as filed with the Securities and Exchange Commission, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
|
1. |
such Form N-CSR fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
2. |
the information contained in such Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Fund. |
Dated: December 31, 2007
/s/ Hiroshi Kimura
----------------------------------
Hiroshi Kimura
This certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.
46
EXHIBIT 12(c)
The Japan Equity Fund, Inc.
Proxy Voting Policy and Procedures
The Board of Directors of The Japan Equity Fund, Inc. (the Fund) hereby adopts the following policy and procedures with respect to voting proxies relating to Fund securities managed by Daiwa SB Investments (USA) Ltd. (the Investment Manager).
I. |
Policy |
It is the policy of the Board of Directors of the Fund (the Board) to delegate the responsibility for voting proxies relating to securities held by the Fund to the Investment Manager as part of the Managers general management of the Funds assets, subject to the Boards continuing oversight. The Board of Directors of the Fund hereby delegates such responsibility to the Investment Manager, and directs the Investment Manager to vote proxies relating to Fund portfolio securities managed by the Investment Manager consistent with the duties and procedures set forth below. The Investment Manager may retain one or more vendors to review, monitor and recommend how to vote proxies in a manner consistent with the duties and procedures set forth below, to ensure such proxies are voted on a timely basis and to provide reporting and/or record retention services in connection with proxy voting for the Fund.
II. |
Fiduciary Duty |
The right to vote a proxy with respect to securities held by the Fund is an asset of the Fund. The Investment Manager, to which authority to vote on behalf of the Fund is delegated, acts as a fiduciary of the Fund and must vote proxies in a manner consistent with the best interest of the Fund and its shareholders. In discharging this fiduciary duty, the Investment Manager must maintain and adhere to its policies and procedures for addressing conflicts of interest and must vote in a manner substantially consistent with its policies, procedures and guidelines, as presented to the Board.
III. |
Procedures |
The following are the procedures adopted by the Board for the administration of this policy.
|
A. |
Review of Investment Managers Proxy Voting Procedures. The Investment Manager shall present to the Board their policies, procedures and other guidelines for voting proxies at least annually, and must notify the Board promptly of material changes to any of these documents, including changes to policies addressing conflicts of interest. |
|
B. |
Voting Record Reporting. The Investment Manager shall provide the voting record information necessary for the completion and filing of Form-NPX to the Fund at least annually. Such voting record information shall be in a form acceptable to the Fund and shall be provided at such time(s) as are required for the timely filing of Form-NPX and at such additional time(s) as the Fund and the Investment Manager may agree from time to time. With respect to those proxies that the Investment Manager has identified as involving a conflict of interest1, the Investment Manager shall submit a separate report |
_________________________
1 it is used in this document, the term conflict of interest refers to a situation in which the Investment Manager or affiliated persons of the Investment Manager have a financial interest in a matter presented by a proxy other than the obligation they incur as Investment Manager to the Fund which could potentially compromise the Investment Managers independence of judgment and action with respect to the voting of the proxy.
47
indicating the nature of the conflict of interest and how that conflict was resolved with respect to the voting of the proxy.
|
C. |
Record Retention. The Investment Manager shall maintain such records with respect to the voting of proxies as may be required by the Investment Advisers Act of 1940 and the rules promulgated thereunder or by the Investment Company Act of 1940 and the rules promulgated thereunder. |
|
D. |
Conflicts of Interest. Any actual or potential conflicts of interest between the Investment Manager and the Funds shareholders arising from the proxy voting process will be addressed by the Investment Manager and the Investment Managers application of its proxy voting procedures pursuant to the delegation of proxy voting responsibilities to the Investment Manager. In the event that the Investment Manager notifies the officer(s) of the Fund that a conflict of interest cannot be resolved under the Investment Managers Proxy Voting Procedures, such officer(s) are responsible for notifying the Chairman of the Board of the Fund of the irreconcilable conflict of interest and assisting the Chairman with any actions he determines are necessary. |
IV. |
Revocation |
The delegation by the Board of the authority to vote proxies relating to securities of the Fund is entirely voluntary and may be revoked by the Board, in whole or in part, at any time.
V. |
Annual Filing |
The Fund shall file an annual report of each proxy voted with respect to securities of the Fund during the twelve-month period ended June 30 on Form N-PX not later than August 31 of each year.2
VI. |
Disclosures |
|
A. |
The Fund shall include in its annual report filed on Form N-CSR: |
|
1. |
a description of this policy and of the policies and procedures used by the Fund and the Investment Manager to determine how to vote proxies relating to portfolio securities or copies of such policies and procedures; and |
|
2. |
a statement disclosing that a description of the policies and procedures used by or on behalf of the Fund to determine how to vote proxies relating to securities of the Fund is available without charge, upon request, by calling the Funds toll-free telephone number; through a specified Internet address, if applicable; and on the SECs website; and |
|
3. |
a statement disclosing that information regarding how the Fund voted proxies relating to Fund securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling the Funds toll-free |
_________________________
2 Fund must file its first report on Form N-PX not later than August 31, 2004, for the twelve-month period beginning July 1, 2003, and ending June 30, 2004.
48
telephone number; or through a specified Internet address; or both; and on the SECs website.
VII. |
Review of Policy |
The Board shall review from time to time this policy to determine its sufficiency and shall make and approve any changes that it deems necessary from time to time.
Adopted: November 25, 2003
49
Proxy voting policy for Daiwa SB Investments (USA) Ltd.
Statement of Policies and Procedures for
Voting Proxies
INTRODUCTION
As a registered investment adviser, Daiwa SB Investments (USA) Ltd. (Daiwa, we or us) has a fiduciary duty to act solely in the best interests of our clients. As part of this duty, we recognize that we must exercise voting rights in the best interests of our clients.
Daiwa recognizes the importance of good corporate governance in ensuring that management and boards of directors fulfill their obligations to shareholders. As part of our investment process, we take into account the attitudes of management and boards of directors on corporate governance issues when deciding whether to invest in a company.
Daiwa is a global investment manager, and invests significantly in emerging markets. It should be noted that protection for shareholders may vary significantly from jurisdiction to jurisdiction, and in some cases may be substantially less than in the U.S. or developed countries.
This statement is intended to comply with Rule 206(4)-6 of the Investment Advisers Act of 1940. It sets forth the policy and procedures of Daiwa for voting proxies for our clients, including investment companies registered under the Investment Company Act of 1940.
PROXY VOTING POLICIES
It is the general policy of Daiwa to support management of the companies in which it invests and will cast votes in accordance with managements proposals. However, Daiwa reserves the right to depart from this policy in order to avoid voting decisions that we believe may be contrary to our clients best interests.
Elections of Directors: In many instances, election of directors is a routine voting issue. Unless there is a proxy fight for seats on the Board or we determine that there are other compelling reasons for withholding votes for directors, we will vote in favor of the management proposed slate of directors. That said, we believe that directors have a duty to respond to shareholder actions that have received significant shareholder support. We may withhold votes for directors that fail to act on key issues such as failure to implement proposals to declassify boards, failure to implement a majority vote requirement, failure to submit a rights plan to a shareholder vote and failure to act on tender offers where a majority of shareholders have tendered their shares.
Appointment of Auditors: The selection of an independent accountant to audit a companys financial statements is generally a routine business matter. Daiwa believes that management remains in the best position to choose the accounting firm and will generally support managements recommendation.
Changes in Capital Structure: Changes in a companys charter, articles of incorporation or by-laws are often technical and administrative in nature. Absent a compelling reason to the contrary, Daiwa will cast its votes in accordance with the companys management on such proposals. However, we will review and analyze on a case-by-case basis any non-routine proposals that are likely to affect the structure and operation of the company or have a material economic effect on the company.
50
Corporate Restructurings, Mergers and Acquisitions: Daiwa believes proxy votes dealing with corporate reorganizations are an extension of the investment decision and will take account of our investment process policy in deciding how to vote.
Corporate Governance: Daiwa recognizes the importance of good corporate governance in ensuring that management and the board of directors fulfill their obligations to the shareholders. We generally favor proposals promoting transparency and accountability within a company.
Social and Corporate Responsibility: Daiwa recognizes the importance of supporting sound and responsible policies in relation to social, political and environmental issues. However, in the interests of shareholders, we reserve the right to vote against proposals that are unduly burdensome or result in unnecessary and excessive costs to the company. We may abstain from voting on social proposals that do not have a readily determinable financial impact on shareholder value.
Executive Compensation: Daiwa believes that company management and the compensation committee of the board of directors should, within reason, be given latitude to determine the types and mix of compensation and benefit awards offered. Whether proposed by a shareholder or management, we will review proposals relating to executive compensation plans and, if deemed excessive, may vote against the proposals.
PROXY VOTING PROCEDURES
Proxy voting
Our portfolio management team is responsible for the coordination of Daiwas proxy voting. They liaise with the Product managers and/or the Proxy voting committee to ascertain how Daiwa will vote. They will then instruct the relevant Custodians. The portfolio management team is also responsible for ensuring that full and adequate records of proxy voting are kept.
The Product managers will implement the Proxy voting policies by instructing proxy voting in accordance with the general principles contained herein.
Proxy Voting Committee
We have formed a Proxy Voting Committee to regularly review our general proxy policies and consider specific proxy voting matters as and when deemed necessary. Members of the committees include senior investment personnel and representatives of the Legal & Compliance Department. The committee may also evaluate proxies where we face a material conflict of interest (as discussed below).
Conflicts of Interest
Daiwa recognizes that there is a potential conflict of interest when we vote a proxy solicited by an issuer with whom we have any material business or personal relationship that may affect how we vote on the issuers proxy. We believe that oversight by the proxy voting committee ensures that proxies are voted with only our clients best interests in mind. In order to avoid any perceived conflict of interests, the following procedures have been established for use when we encounter a potential conflict.
The portfolio management team will refer to the Legal and compliance team any proxy votes that are issued by existing clients or where Daiwa holds a significant voting percentage of the company. The Legal and compliance team will make the initial determination about whether a material conflict of interest exists based on the facts and circumstances of each particular situation.
51
If our proposed vote is consistent with our stated proxy voting policy, no further review is necessary.
If our proposed vote is contrary to our stated proxy voting policy but is also contrary to managements recommendation, no further review is necessary.
If our proposed vote is contrary to our stated proxy voting policy and is consistent with managements recommendation, the proposal is escalated to the proxy committee for final review and determination.
Proxies of Certain Non-U.S. Issuers
Proxy voting in certain countries requires share blocking. That is, shareholders wishing to vote their proxies must deposit their shares shortly before the date of the meeting (usually one-week) with a designated depositary. During this blocking period, shares that will be voted at the meeting cannot be sold until the meeting has taken place and the shares are returned to the clients custodian banks. Daiwa may determine that the value of exercising the vote does not outweigh the detriment of not being able to transact in the shares during this period. Accordingly, if share blocking is required we may abstain from voting those shares. In such a situation we would have determined that the cost of voting exceeds the expected benefit to the client.
Proxy Voting Record
Clients may obtain information on how Daiwa voted with respect to their proxies by contacting our Client services team at Daiwa SB Investments (USA) Ltd.. 32 Old Slip, 11th Floor, New York, New York, Tel No. 212-612-8500, Fax No. 212-612-8518/8519 or email y_uematsu@dsbiusa.net.
52