SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
THE THAI CAPITAL FUND, INC.
THE SINGAPORE FUND, INC.
THE JAPAN EQUITY FUND, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(4) Date Filed:
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THE THAI CAPITAL FUND, INC.
THE SINGAPORE FUND, INC.
THE JAPAN EQUITY FUND, INC.
C/O DAIWA SECURITIES TRUST COMPANY
ONE EVERTRUST PLAZA
JERSEY CITY, NEW JERSEY 07302-3051
(201) 915-3650
[April 26], 2002
Dear Stockholders:
The Annual Meetings of Stockholders of The Thai Capital Fund, Inc., The
Singapore Fund, Inc. and The Japan Equity Fund, Inc. (each a "Fund," and
collectively, the "Funds") will be held on Wednesday, June 5, 2002, at the
offices of Daiwa Securities America Inc., Financial Square, 32 Old Slip, 14th
Floor, New York, New York 10005, at 10:30 a.m., New York time, for The Thai
Capital Fund, at 11:15 a.m., New York time, for The Singapore Fund, and at
12:00 p.m., New York time, for The Japan Equity Fund. A Notice and Joint Proxy
Statement regarding the Meetings, proxy card(s) for your vote at the Meetings,
and a postage prepaid envelope in which to return your proxy(s) are enclosed.
At the Annual Meetings, each Fund's stockholders will elect Directors of the
Fund. Also, the stockholders of The Thai Capital Fund will consider the approval
of a one-for-two reverse stock split of The Thai Capital Fund's issued and
outstanding shares of common stock and the amendment to its Articles of
Incorporation. In addition, the stockholders who will be present at the Annual
Meeting of a Fund will hear an investment report on the Fund and will have an
opportunity to discuss matters of interest to them.
If you will not be able to attend the Annual Meetings in person, please take
the time now to review the enclosed materials and vote your shares by proxy.
YOUR VOTE IS IMPORTANT.
The Board has recommended that the stockholders vote in favor of each of the
foregoing matters.
Respectfully,
/s/ IKUO MORI
Ikuo Mori
CHAIRMAN OF THE BOARD OF THE THAI CAPITAL FUND
AND
THE SINGAPORE FUND
/s/ HIROSHI KIMURA
Hiroshi Kimura
CHAIRMAN OF THE BOARD OF THE JAPAN EQUITY FUND
STOCKHOLDERS ARE STRONGLY URGED TO PROMPTLY SIGN AND MAIL THE ACCOMPANYING
PROXY(S) IN THE ENCLOSED RETURN ENVELOPE TO ENSURE A QUORUM AT THE MEETING.
YOUR VOTE IS IMPORTANT.
THE THAI CAPITAL FUND, INC.
THE SINGAPORE FUND, INC.
THE JAPAN EQUITY FUND, INC.
------------------------
NOTICE OF THE ANNUAL MEETINGS OF STOCKHOLDERS
JUNE 5, 2002
------------------------
To the Stockholders of
The Thai Capital Fund, Inc.,
The Singapore Fund, Inc. and
The Japan Equity Fund, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meetings of Stockholders of The Thai
Capital Fund, Inc., The Singapore Fund, Inc. and The Japan Equity Fund, Inc.
(each a Fund, and collectively, the "Funds") will be held at the offices of
Daiwa Securities America Inc., Financial Square, 32 Old Slip, 14th Floor, New
York, New York 10005, on Wednesday, June 5, 2002, at 10:30 a.m., New York time,
for The Thai Capital Fund, at 11:15 a.m., New York time, for The Singapore Fund,
and at 12:00 p.m., New York time, for The Japan Equity Fund, for the following
purposes:
1. To elect Directors of each Fund.
2. With respect to The Thai Capital Fund only, to approve a one-for-two
reverse stock split of The Thai Capital Fund's issued and outstanding
shares of common stock and the amendment to its Articles of
Incorporation.
3. To transact such other business as may properly come before the Meeting
or any adjournments thereof.
Each Fund's Board of Directors has fixed the close of business on March 15,
2002 as the record date for the determination of stockholders entitled to notice
of and to vote at the Meeting or any adjournments thereof.
You are cordially invited to attend the Meetings. Stockholders who do not
expect to attend the Meetings in person are requested to complete, date and sign
the enclosed proxy card(s) and return them promptly in the envelope provided for
that purpose. You may nevertheless vote in person at the Meetings if you choose
to attend. Your vote is important. The enclosed proxy card for each Fund is
being solicited by the Board of Directors of each Fund.
YOU ARE STRONGLY URGED TO VOTE IN FAVOR OF THE REVERSE STOCK SPLIT FOR THE
THAI CAPITAL FUND. IF THE REVERSE STOCK SPLIT IS APPROVED, IT WILL PUT THE THAI
CAPITAL FUND IN A POSITION TO APPLY FOR LISTING OF ITS SHARES ON THE AMERICAN
STOCK EXCHANGE. WHILE THERE CAN BE NO ASSURANCE THAT THE THAI CAPITAL FUND WILL
OBTAIN SUCH LISTING, IT BELIEVES SUCH A LISTING WILL SIGNIFICANTLY INCREASE THE
TRADING IN ITS SHARES.
By order of the Board of Directors,
Judy Runrun Tu
SECRETARY
[April 26], 2002
THE THAI CAPITAL FUND, INC.
THE SINGAPORE FUND, INC.
THE JAPAN EQUITY FUND, INC.
------------------------
JOINT PROXY STATEMENT
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INTRODUCTION
This Joint Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of THE THAI CAPITAL FUND, INC., THE
SINGAPORE FUND, INC. and THE JAPAN EQUITY FUND, INC. (each a "Fund," and
collectively, the "Funds") for use at the Annual Meetings of Stockholders, to be
held at the principal office of Daiwa Securities America Inc., Financial Square,
32 Old Slip, 14th Floor, New York, New York 10005, on Wednesday, June 5, 2002,
at 10:30 a.m., New York time, for The Thai Capital Fund, at 11:15 a.m., New
York Time, for The Singapore Fund, and at 12:00 p.m., New York time, for The
Japan Equity Fund, and at any adjournments thereof.
This Joint Proxy Statement and enclosed proxy card(s) are being mailed to
stockholders on or about [April 26], 2002. Any stockholder giving a proxy in
advance of the Annual Meeting of a Fund has the power to revoke it by mail
(addressed to the Secretary of such Fund, c/o Daiwa Securities Trust Company,
One Evertrust Plaza, 9th Floor, Jersey City, New Jersey 07302-3051) or in person
at the Meeting of such Fund, by executing a superseding proxy or by submitting a
notice of revocation to the Fund. All properly executed proxies received in time
for a Meeting will be voted as specified in the proxy or, if no specification is
made, for each proposal referred to in this Joint Proxy Statement. Abstentions
and broker non-votes are each included in the determination of the number of
shares present at each Meeting.
EACH FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT FOR ITS
MOST RECENT FISCAL YEAR TO ANY STOCKHOLDER REQUESTING SUCH REPORT. REQUESTS FOR
THE ANNUAL REPORT SHOULD BE MADE BY WRITING TO THE RESPECTIVE FUND, C/O DAIWA
SECURITIES TRUST COMPANY, ONE EVERTRUST PLAZA, 9TH FLOOR, JERSEY CITY, NEW
JERSEY 07302, ATTENTION: SHAREHOLDER RELATIONS OR BY CALLING COLLECT AT (201)
915-3650.
The Board of Directors of each Fund has fixed the close of business on
March 15, 2002 as the record date for the determination of stockholders entitled
to notice of and to vote at the Meetings and at any adjournments thereof.
Stockholders on the record date will be entitled to one vote for each share
held, with no shares having cumulative voting rights. As of the record date, The
Thai Capital Fund had outstanding 6,278,588 shares of common stock, The
Singapore Fund had outstanding 9,205,102 shares of common stock and The Japan
Equity Fund had outstanding 10,815,688 shares of common stock.
Management of each Fund knows of no business other than that mentioned in
Item 1 and, in the case of The Thai Capital Fund only, Item 2 of the Notice of
Meetings which will be presented for consideration at the Meetings. If any other
matter is properly presented, it is the intention of the persons named in the
enclosed proxy to vote in accordance with their best judgment.
EACH FUND'S BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE IN FAVOR OF EACH OF
THE MATTERS MENTIONED IN ITEM 1 AND, IN THE CASE OF THE THAI CAPITAL FUND ONLY,
ITEM 2 OF THE NOTICE OF MEETINGS.
1
(1) ELECTION OF DIRECTORS
Persons named in the accompanying proxy card(s) intend in the absence of
contrary instructions to vote all proxies for the election of the nominees
listed below as directors of such Fund listed below:
FOR THE THAI CAPITAL FUND
CLASS II
---------------------
Oren G. Shaffer
Austin C. Dowling
CLASS III
---------------------
Ikuo Mori
FOR THE SINGAPORE FUND
CLASS II
---------------------
Alfred C. Morley
Martin J. Gruber
CLASS III
---------------------
Ikuo Mori
FOR THE JAPAN EQUITY FUND
CLASS I
---------------------
Hiroshi Kimura
CLASS III
---------------------
Alfred C. Morley
Austin C. Dowling
to serve for terms expiring on the date of subsequent Annual Meetings of
Stockholders in the year 2005 for Class II Directors and 2003 for Class III
Directors of The Thai Capital Fund, in the year 2005 for Class II Directors and
2003 for Class III Directors of The Singapore Fund, and in the year 2003 for
Class I Directors and 2005 for Class III Directors of The Japan Equity Fund, or
until their successors are elected and qualified. If any such nominee should be
unable to serve, an event that is not now anticipated, the proxies will be voted
for such person, if any, as shall be designated by each Fund's Board of
Directors to replace any such nominee. The election of each nominee as a
director of a Fund will require the affirmative vote of a majority of the votes
cast at the Fund's Meeting. For this purpose, abstentions and broker non-votes
will not be counted as votes cast at the Meetings.
INFORMATION CONCERNING NOMINEES AND DIRECTORS
The following table sets forth information concerning each of the nominees
as a director of one or more of the Funds, as well as the other current
directors of the Funds. Each of the nominees has consented to be named in this
Joint Proxy Statement and to serve as a director of each of the Funds if
elected. In the table, The Thai Capital Fund is sometimes abbreviated with the
initials "TF," The Singapore Fund is sometimes abbreviated with the initials
"SGF" and The Japan Equity Fund is sometimes abbreviated with the initials
"JEQ."
2
AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN ALL
FUNDS OVERSEEN NUMBER OF
OR TO BE PORTFOLIOS
PRINCIPAL OCCUPATION DOLLAR RANGE OVERSEEN IN FUND
OR EMPLOYMENT DURING PAST OF EQUITY IN FAMILY OF COMPLEX
NAME (AGE) AND ADDRESS FIVE YEARS AND OTHER DIRECTOR SECURITIES IN INVESTMENT OVERSEEN BY
OF NOMINEES/DIRECTORS DIRECTORSHIPS SINCE EACH FUND(+) COMPANIES(+) DIRECTOR
---------------------------------- -------------------------------------- -------- ------------- ----------------- -----------
NOMINEES
INTERESTED DIRECTORS
Hiroshi Kimura (49)* Chairman and President, Daiwa JEQ: JEQ: -- None
One Evertrust Plaza Securities Trust Company, since July 2001 None
Jersey City, New Jersey 2001; Director and Senior Vice
07302-3051 President of Daiwa Securities Trust
Company, from April 1999 to June 2001;
Associate Director of Daiwa Europe
Bank, from April 1996 to March 1999.
Ikuo Mori (53)* Chairman and CEO, Daiwa Securities TF: TF: -- None
Daiwa Securities America Inc. America, Inc., since 2001; Executive 2001 None
Financial Square Officer, Daiwa Securities Group Inc., SGF: SGF:
32 Old Slip since 2001; President and COO, Daiwa 2001 None
New York, New York 10005 Securities America Inc., from 1996 to
2001; Senior Executive Vice President,
International Equities Head of Global
Prime Brokerage, Daiwa Securities
America Inc., from 1993 to 1996.
INDEPENDENT DIRECTORS
Martin J. Gruber (64) Professor of Finance, Leonard N. Stern TF: TF: $10,001-50,000 None
229 South Irving Street School of Business, New York 2000 $1-10,000
Ridgewood, NJ 07450 University, since 1965; Trustee, SGF: SGF:
Deutsche Asset Management BT Family of 2000 $10,001-
Funds, since 1992; Trustee, C.R.E.F., JEQ: 50,000
since 2001; Trustee, T.I.A.A., from 1992 JEQ:
1996 to 2000; Director, SG Cowen $10,001-
Income & Growth Fund, Inc., from 1986 50,000
to 2001; Director, SG Cowen
Opportunity Fund, from 1987 to 2001;
Director, SG Cowen Standby Reserve
Fund Inc., from 1985 to 2001;
Director, SG Cowen Standby Tax Exempt
Reserve Fund Inc., from 1986 to 2001.
3
AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN ALL
FUNDS OVERSEEN NUMBER OF
OR TO BE PORTFOLIOS
PRINCIPAL OCCUPATION DOLLAR RANGE OVERSEEN IN FUND
OR EMPLOYMENT DURING PAST OF EQUITY IN FAMILY OF COMPLEX
NAME (AGE) AND ADDRESS FIVE YEARS AND OTHER DIRECTOR SECURITIES IN INVESTMENT OVERSEEN BY
OF NOMINEES/DIRECTORS DIRECTORSHIPS SINCE EACH FUND(+) COMPANIES(+) DIRECTOR
---------------------------------- -------------------------------------- -------- ------------- ----------------- -----------
INDEPENDENT DIRECTORS (CONTINUED)
Austin C. Dowling (70) Retired. TF: TF: $10,001-50,000 None
1002 E Long Beach Boulevard 1990 $1-10,000
North Beach, NJ 08008 SGF: SGF:
2000 $1-10,000
JEQ: JEQ:
1992 $10,001-
50,000
Alfred C. Morley (75) Member of Council of Advisors of Aegis TF: TF: $10,001-50,000 None
1129 Marion Drive Portfolio Managers, since 2000; 1990 $1-10,000
Charlottesville, VA 22903 Financial Consultant, since 1991; SGF: SGF:
Senior Director, Old Dominion Capital 1990 $1-10,000
Management, since 1991; President, JEQ: JEQ:
Institute of Chartered Financial 2000 $10,001-
Analysts, from 1984 to 1990; Senior 50,000
Adviser, Institute of Chartered
Financial Analysts, 1991; President,
Association for Investment Management
and Research, 1990; Senior Adviser,
Association for Investment Management
and Research, 1991.
Oren G. Shaffer (59) Executive Vice President and Chief TF: TF: $10,001-50,000 None
30 S. Wacker Drive Financial Officer of Ameritech 2000 None
38th Floor Corporation, from 1994 to 2000; SGF: SGF:
Chicago, IL 60606 President and Director of Virgocap 1997 $10,001-
Inc., from 1992 to 1994; Executive JEQ: 50,000
Vice President, Chief Financial 2000 JEQ:
Officer and Director, The Goodyear None
Tire and Rubber Company, from 1984 to
1992: Director, Sunshine Mining since
1992; Director, Hygenic Corporation
since 1993.
4
AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN ALL
FUNDS OVERSEEN NUMBER OF
OR TO BE PORTFOLIOS
PRINCIPAL OCCUPATION DOLLAR RANGE OVERSEEN IN FUND
OR EMPLOYMENT DURING PAST OF EQUITY IN FAMILY OF COMPLEX
NAME (AGE) AND ADDRESS FIVE YEARS AND OTHER DIRECTOR SECURITIES IN INVESTMENT OVERSEEN BY
OF NOMINEES/DIRECTORS DIRECTORSHIPS SINCE EACH FUND(+) COMPANIES(+) DIRECTOR
---------------------------------- -------------------------------------- -------- ------------- ----------------- -----------
OTHER CURRENT DIRECTORS
David G. Harmer (59) Chairman, 2K2 Hosting Corporation, TF: TF: $10,001-50,000 None
1805 West -- 2550 South since April 2001; President, Jetway 2000 None
Ogden, UT 84401 Systems, a division of FMC SGF: SGF:
Corporation, from January 1997 to 1996 $1-10,000
2001; Vice President and Chief JEQ: JEQ:
Financial Officer, Armco Inc., from 1997 $1-10,000
April 1993 to December 1996; Vice
President and Corporate Controller,
FMC Corporation, from 1987 to 1993.
Virabongsa Ramangkura (59) Chairman, Bangkok Expressway Public TF: TF: -- None
122 Soon Hua Seng Building Co., Ltd., since 1993; Chairman of the 1992 None
M Floor, North Sathorn Road Executive Board, Advance Agro Public
Bangrak, Bangkok, 10500 Co., Ltd., since 1994; Director,
Thailand Preccha Group Public Co., Ltd.;
Member, The Thailand Development
Research Institute and The Council of
Trustees; Ex-chairman, Economic Board,
National Research Bureau from 1996 to
1997; Director, from 1996 to 1997,
Bangkok Airways Co., Ltd.; Formerly:
Member of the Thai Senate; Advisor,
Orach (Thailand); Advisor, GE Capital
(Thailand); Director, Country
Property, Plc.; Director, Assets
Insurance Co. Ltd.; Director, Imperial
Hotel Family Plc.
------------------------------
+ The information as to beneficial ownership is based on statements furnished
to the Funds by the directors. The dollar value of the shares is based upon
the market price as of March 15, 2002.
* Directors so noted are deemed by the Funds' counsel to be "interested
persons" (as defined in the U.S. Investment Company Act of 1940, as amended
(the "1940 Act")). Mr. Mori is deemed an interested person of each Fund
because of his affiliation with Daiwa Securities America Inc., an affiliate
of each Fund's investment adviser, Daiwa SB Investments (HK) Ltd. for The
Thai Capital Fund and Daiwa SB Investments (Singapore) Ltd. for The
Singapore Fund. Mr. Kimura is an interested person because of his present or
past affiliation with The Japan Equity Fund's former investment adviser
(Daiwa Securities Trust Company ("DSTC")). The former investment adviser is
an affiliate of The Japan Equity Fund's current investment manager and
investment adviser.
5
Based on the information furnished by each Independent Director as of March
15, 2002, neither any Independent Director nor any immediate family member of
any Independent Director owned any securities of the investment manager, or any
of its affiliates, of the Funds as of such date.
The Singapore Fund's Board of Directors held four regular meetings during
its fiscal year ended October 31, 2001, The Thai Capital Fund held four regular
meetings and one special meeting during its fiscal year ended December 31, 2001
and The Japan Equity Fund held four regular meetings during its fiscal year
ended October 31, 2001. All current Directors attended at least seventy-five
percent of the aggregate number of meetings of their respective Board of
Directors, except for Dr. Virabongsa.
Each Fund's Board of Directors has an Audit Committee which is responsible
for reviewing financial and accounting matters. Each Fund has adopted a formal,
written Audit Committee Charter. The current members of The Singapore Fund's,
The Thai Capital Fund's and The Japan Equity Fund's Audit Committee are
Messrs. Shaffer, Harmer, Morley, Dowling and Gruber. The Thai Capital Fund's
Audit Committee met three times during its fiscal year, and each Audit Committee
of The Singapore Fund and The Japan Equity Fund met twice during its respective
fiscal year. All of the incumbent members of the Audit Committees attended all
of the meetings held during the fiscal year, except for Mr. Shaffer and
Mr. Dowling. The report of the Funds' Audit Committees, along with certain
disclosures regarding fees paid to the Fund's auditors, is set forth on
pages 10-11 of this Joint Proxy Statement. None of the Funds has a compensation
or a nominating committee.
Section 16(a) of the U.S. Securities Exchange Act of 1934, as amended,
requires each Fund's officers and directors, and persons who own more than ten
percent of a registered class of such Fund's equity securities, to file reports
of ownership and changes in ownership with the Securities and Exchange
Commission (the "Commission") and the New York Stock Exchange, Inc. Each Fund
believes that its officers and directors have complied with all applicable
filing requirements.
OFFICERS OF THE FUNDS
Shunsuke Ichijo (age 49) has been President of The Japan Equity Fund since
February 2000. Mr. Ichijo's address is 7-9, Nihonbashi 2-chome, Chuo-ku, Tokyo,
103-0027 Japan.
John J. O'Keefe (age 43) has been Vice President and Treasurer of the Funds
since June 2000; Vice President of the Fund Accounting Department of Daiwa
Securities Trust Company since June 2000; Assistant Controller for Reserve
Management Corporation from September 1999 to June 2000; Accounting Manager for
Prudential Investments from January 1998 to September 1999; and Assistant Vice
President of Daiwa Securities Trust Company from July 1990 to January 1998.
Mr. O'Keefe's address is One Evertrust Plaza, Jersey City, New Jersey
07302-3051.
Judy Runrun Tu (age 36) has been Secretary of the Funds since April 2000;
Vice President of DSTC since March 2000; Assistant Vice President of DSTC since
March 1998; Assistant Secretary of the Funds from 1999 to 2000; Financial
Analyst of Canon USA from 1997 to 1998; Marketing Coordinator of TotalTel USA
from 1995 to 1997; and Assistant Controller of Daniel Caron Ltd. from 1990 to
1995. Ms. Tu's address is One Evertrust Plaza, Jersey City, New Jersey
07302-3051.
Laurence E. Cranch (age 55), has been Assistant Secretary of the Funds since
July 1992 and has been a partner in the law firm of Clifford Chance Rogers &
Wells LLP since 1980. Mr. Cranch's address is 200 Park Avenue, New York, New
York 10166-0153.
6
TRANSACTIONS WITH AND REMUNERATION OF OFFICERS AND DIRECTORS
The aggregate fee remuneration for directors of each Fund not affiliated
with such Fund's investment manager or the investment adviser was $30,275 during
the fiscal year ended October 31, 2001 for The Singapore Fund, $30,610 for the
fiscal year ended December 31, 2001 for The Thai Capital Fund and $35,362 for
the fiscal year ended October 31, 2001 for The Japan Equity Fund. Each such
non-affiliated director currently receives fees, paid by each Fund, of $448 for
The Thai Capital Fund, $526 for The Singapore Fund and $526 for The Japan Equity
Fund for each directors' meeting attended in person or by telephone, $358 for
The Thai Capital Fund, $421 for The Singapore Fund and $421 for The Japan Equity
Fund for each audit committee meeting attended in person or by telephone and an
annual fee of $2,984 for The Thai Capital Fund, $3,508 for The Singapore Fund
and $3,508 for The Japan Equity Fund. The officers and interested directors of
each Fund received no compensation from the Funds.
DSTC, which pays the compensation and certain expenses of the officers of
DSTC who serve as officers of the Funds, receives administration and custodian
fees from the Funds.
Set forth below is a chart showing the aggregate fee compensation paid by
the Funds (in U.S. dollars) to each of its directors during each Fund's fiscal
year ended, as well as the total fee compensation paid to each incumbent
director of the Funds by such Fund and by other investment companies advised by
DBS Asset Management (United States) Pte. Ltd., Daiwa SB Investments (Singapore)
Ltd., Daiwa SB Investments (HK) Ltd., Thai Farmers Asset Management Co., Ltd.,
Daiwa SB Investments (USA) Ltd., Daiwa SB Investments Ltd. or their respective
affiliates (collectively, the "Fund Complex") for their services as directors of
such investment companies during their respective fiscal years. In all cases,
there were no pension or retirement benefits accrued as part of any Fund's
expenses.
TOTAL
AGGREGATE COMPENSATION
AGGREGATE COMPENSATION AGGREGATE FROM FUND AND
COMPENSATION FROM THE COMPENSATION FUND COMPLEX
FROM THE THAI SINGAPORE FROM THE JAPAN PAID
NAME OF DIRECTOR CAPITAL FUND FUND EQUITY FUND TO DIRECTORS
------------------------------ --------------- --------------- -------------- ----------------
Austin C. Dowling 5,579 6,455 6,455 18,489
Martin J. Gruber 5,937 6,455 6,455 18,847
David G. Harmer 5,937 6,455 6,455 18,847
Harry M. Markowitz* 0 0 5,087 5,087
Hiroshi Kimura+ 0 0 0 0
Alfred C. Morley 5,042 5,929 5,929 16,900
Ikuo Mori+ 0 0 0 0
Virabongsa Ramangkura 3,433 0 0 3,433
Oren G. Shaffer 4,684 4,982 4,982 14,648
------------------------
* Harry M. Markowitz served as a Director of JEQ until he retired in June
2001.
+ "Interested person" of the Funds within the meaning of the 1940 Act.
7
(2) APPROVAL OF REVERSE STOCK SPLIT --
FOR THE THAI CAPITAL FUND ONLY
The Board of Directors has determined that it is in the best interests of
The Thai Capital Fund and its stockholders to approve an amendment to Article V
of The Thai Capital Fund's Articles of Incorporation to effect a reverse stock
split of its common stock on the basis of one new share of common stock for each
two shares (1-for-2) of presently outstanding common stock. The amendment to the
Articles of Incorporation, attached hereto as Annex A, would reduce the number
of shares that are issued and outstanding as of the date of the amendment but
would not have any other effect or change to The Thai Capital Fund's
Articles of Incorporation or the rights of stockholders.
The Board of Directors reviewed The Thai Capital Fund's current market price
per share and compared it to the minimum price required for listing its shares
on the American Stock Exchange, $3.00 per share. The Board believes that action
should be taken in order to bring the current market price per share above the
required listing level. Although no assurances can be given, the Board of
Directors believes that a reverse stock split may have the effect of increasing
The Thai Capital Fund's market price and net asset value per share. In addition,
even if the reverse stock split has the effect of increasing The Thai Capital
Fund's market price per share above the minimum level required by the American
Stock Exchange, there can be no assurance that The Thai Capital Fund will be
able to meet other certain requirements of that Exchange. Please refer to the
section entitled "Potential Effects of the Reverse Stock Split" below for the
risks associated with the reverse stock split.
The amendment to the Articles of Incorporation will not reduce the total
number of authorized shares of capital stock of 100,000,000 shares, or the par
value of The Thai Capital Fund's common stock. As of March 15, 2002, 6,278,588
shares of common stock were issued and outstanding.
POTENTIAL EFFECTS OF THE REVERSE STOCK SPLIT
The immediate effects of a reverse stock split would be to reduce the number
of shares of common stock outstanding, thereby, increasing the net asset value
("NAV") per share. A reverse stock split may result in an increase in the market
price of The Thai Capital Fund's common stock. However, the effect of any
reverse stock split upon the market price of The Thai Capital Fund's common
stock cannot be predicted. The Thai Capital Fund cannot assure stockholders that
the market price of its common stock after the reverse stock split will rise in
exact proportion to the reduction in the number of shares of common stock
outstanding. Also, as stated above, there can be no assurance that a reverse
stock split would lead to a sustained increase in the market price of The Thai
Capital Fund's common stock, that market price would remain above the thresholds
required by the American Stock Exchange, or that The Thai Capital Fund will be
able to meet certain other listing requirements of the American Stock Exchange.
EFFECTS OF OWNERSHIP BY INDIVIDUAL STOCKHOLDERS. If The Thai Capital Fund
implements a reverse stock split, the number of shares of common stock held by
each stockholder would be reduced by dividing the number of shares held
immediately before the reverse split by the exchange ratio. Any resulting share
amount below one whole share will result in delivery of a fractional share.
The Thai Capital Fund will issue fractional shares for any fractional
interest in a share to which such stockholder would otherwise be entitled as a
result of the reverse split, as described below. The reverse stock split would
affect The Thai Capital Fund's common stock uniformly and would not affect any
stockholder's percentage ownership interests in the Company or proportionate
voting power.
8
OTHER EFFECTS ON OUTSTANDING SHARES. The reverse stock split may result in
some stockholders owning "odd-lots" of less than 100 shares of common stock.
Brokerage commissions and other costs of transactions in odd-lots may be higher
than the costs of transactions in "round-lots" of even multiples of 100 shares.
PROCEDURE FOR EFFECTING THE REVERSE STOCK SPLIT AND EXCHANGE OF STOCK
CERTIFICATES
If the stockholders approve the amendment to The Thai Capital Fund's
Articles of Incorporation, the Board of Directors may elect whether or not to
declare the reverse stock split at any time after the Meeting. The reverse stock
split would be implemented by filing Articles of Amendment to The Thai Capital
Fund's Articles of Incorporation with the State Department of Assessments and
Taxation of Maryland, and the reverse stock split would become effective on the
date of the filing.
As of the effective date of a reverse stock split, each certificate
representing shares of The Thai Capital Fund's common stock before the reverse
stock split would be deemed, for all corporate purposes, to evidence ownership
of the reduced number of shares of common stock resulting from the reverse stock
split.
The Thai Capital Fund expects that its transfer agent would act as the
exchange agent for purposes of implementing the exchange of stock certificates.
As soon as practicable after the effective date, stockholders would be notified
of the effectiveness of the reverse stock split. Stockholders of record would
receive a letter of transmittal requesting them to surrender their stock
certificates for stock certificates reflecting the adjusted number of shares as
a result of the reverse stock split. Persons who hold their shares in brokerage
accounts or "street name" would not be required to take any further actions to
effect the exchange of their certificates. No new certificates would be issued
to a stockholder until the stockholder has surrendered the stockholder's
outstanding certificate(s) together with the properly completed and executed
letter of transmittal to the exchange agent. Until surrender, each certificate
representing shares before the reverse stock split would continue to be valid
and would represent the adjusted number of shares based on the exchange ratio of
the reverse stock split. Stockholders should not destroy any stock certificate
and should not submit any certificates until they receive a letter of
transmittal.
FRACTIONAL SHARES
The Thai Capital Fund will issue fractional shares in connection with a
reverse stock split. Stockholders will receive fractional shares if they hold a
number of shares not evenly divisible by the exchange ratio.
NO APPRAISAL RIGHTS
No appraisal rights are available under the Maryland General Corporation Law
with respect to the reverse stock split, and The Thai Capital Fund will not
independently provide stockholders with any such rights. There may exist other
rights or actions under state law for stockholders who are aggrieved by reverse
stock splits generally.
ACCOUNTING CONSEQUENCES
The reverse stock split will not affect the par value of our common stock.
As a result, on the effective date of the reverse stock split, the stated
capital on our balance sheet attributable to our common stock will be reduced in
proportion with the exchange ratio, and the additional paid-in capital account
will be credited with the amount by which the stated capital is reduced.
9
U.S. FEDERAL INCOME TAX CONSEQUENCES
The following is a summary of material U.S. federal income tax consequences
of the reverse stock split and does not purport to be complete. It does not
discuss any state, local, foreign or minimum income or other tax consequences.
Also, it does not address the tax consequences to holders that are subject to
special tax rules, including banks, insurance companies, regulated investment
companies, personal holding companies, foreign entities, nonresident alien
individuals, broker-dealers and tax-exempt entities. The discussion is based on
the provisions of the United States federal income tax law as of the date
hereof, which is subject to change retroactively as well as prospectively. This
summary also assumes that the shares are held as a "capital asset," as defined
in the Internal Revenue Code of 1986, as amended (generally, property held for
investment). The tax treatment of a stockholder may vary depending upon the
particular facts and circumstances of the stockholder. Each stockholder is urged
to consult with the stockholders's own tax adviser with respect to the
consequences of the reverse stock split.
No gain or loss should be recognized by a stockholder upon the stockholder's
exchange of shares pursuant to the reverse stock split. The aggregate tax basis
of the shares received in the reverse stock split, including any fraction of a
share deemed to have been received, would be the same as the stockholder's
aggregate tax basis in the shares exchanged. The stockholder's holding period
for the shares would include the period during which the stockholders held the
pre-split shares surrendered in the reverse stock split.
Our views regarding the tax consequence of the reverse stock split are not
binding upon the Internal Revenue Service or the courts, and there can be no
assurance that the Internal Revenue Service or the courts will accept the
positions expressed above. The state and local tax consequences of the reverse
stock split may vary significantly as to each stockholder, depending upon the
place in which he or she resides. Accordingly, each stockholder should consult
with his or her own tax adviser with respect to all of the potential tax
consequences of the reverse stock split.
REQUIRED VOTE
The affirmative vote of a majority of all outstanding shares of common stock
of The Thai Capital Fund entitled to vote at the Meeting is required for
approval of the reverse stock split and the amendment to the Articles of
Incorporation. Abstentions and broker non-votes will have the same effect as a
vote against the proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" APPROVAL OF THE
PROPOSED REVERSE STOCK SPLIT AND THE AMENDMENT TO THE ARTICLES OF INCORPORATION.
REPORTS OF THE AUDIT COMMITTEES
At meetings held in March 2002, the Board of Directors of each Fund,
including a majority of the directors who are not "interested persons," as
defined under the 1940 Act, acting on the recommendation of the Audit Committee
of each Fund, selected PricewaterhouseCoopers LLP to act as independent
accountants for each Fund for the fiscal year ending October 31, 2002
(December 31, 2002 for The Thai Capital Fund). The Audit Committee of each Fund
has received the written disclosures and the letter from PricewaterhouseCoopers
LLP required by Independence Standards Board Standard No. 1 and have discussed
with PricewaterhouseCoopers LLP their independence with respect to each Fund.
Each Fund knows of no direct financial or material indirect financial interest
of
10
PricewaterhouseCoopers LLP in the Fund. Although it is not expected that a
representative of PricewaterhouseCoopers LLP will attend the Meetings, a
representative will be available by telephone to respond to stockholder
questions, if any.
Each Fund's financial statements for the fiscal year ended October 31, 2001
(December 31, 2001 for The Thai Capital Fund) were audited by
PricewaterhouseCoopers LLP. The Audit Committee of each Fund has reviewed and
discussed the audited financial statements of the Fund with management of the
Fund. The Audit Committee of each Fund has further discussed with
PricewaterhouseCoopers LLP the matters required to be discussed by Statement on
Auditing Standards No. 61. Based on the foregoing review and discussions, the
Audit Committee of each Fund has recommended to the Board of Directors of the
Fund that the audited financial statements of the Fund for the fiscal year ended
October 31, 2001 (December 31, 2001 for The Thai Capital Fund) be included in
the Fund's most recent annual report.
Alfred C. Morley, Chairman of the Audit
Committees
Austin C. Dowling, Member of the Audit
Committees
Martin J. Gruber, Member of the Audit
Committees
David G. Harmer, Member of the Audit
Committees
Oren G. Shaffer, Member of the Audit
Committees
AUDIT FEES
The aggregate fees paid to PricewaterhouseCoopers LLP in connection with the
annual audit of each Fund's financial statements for the fiscal year ended
October 31, 2001 (December 31, 2001 for The Thai Capital Fund) is set forth
below:
The Thai Capital Fund $ 59,200
The Singapore Fund $ 68,500
The Japan Equity Fund $ 61,000
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
There were no fees billed for financial information systems design and
implementation services rendered by PricewaterhouseCoopers LLP to the investment
manager or investment adviser for each Fund, and entities controlling,
controlled by or under common control with the investment manager or investment
adviser for each Fund for the fiscal year ended October 31, 2001 (December 31,
2001 for The Thai Capital Fund). No such services were performed for any of the
Funds.
ALL OTHER FEES
The aggregate fees billed for all other non-audit services, including fees
for tax-related services, rendered by PricewaterhouseCoopers LLP to the
investment manager or investment adviser for each Fund, and entities
controlling, controlled by or under common control with the investment manager
or investment adviser for each Fund for the fiscal year ended October 31, 2001
(December 31, 2001 for The Thai Capital Fund) was $18,900.
11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
To the knowledge of the management of each Fund, the following persons owned
beneficially more than 5% of the noted Fund's outstanding shares at March 15,
2002:
AMOUNT OF
BENEFICIAL
FUND NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP PERCENT OF CLASS
------------------------- ------------------------------------- ---------- ----------------
The Singapore Fund Wachovia Corporation 1,287,762(1) 13.99%
One Wachovia Center
Charlotte, NC 28288-0137
The Japan Equity Fund Wachovia Corporation 1,164,534(2) 10.77%
One Wachovia Center
Charlotte, NC 28288-0137
------------------------
(1) The above information is based on a Schedule 13G filed with the Commission
on February 13, 2002, which indicates that Wachovia Corporation has sole
voting and dispositive power with respect to all 1,287,762 shares.
(2) The above information is based on a Schedule 13G filed with the Commission
on February 13, 2002, which indicates that Wachovia Corporation has sole
voting power with respect to 1,163,534 shares, sole dispositive power with
respect to 1,162,534 shares, and shared dispositive power with respect to
2,000 shares.
To the knowledge of The Thai Capital Fund's management, no person owned
beneficially more than 5% of such Fund's outstanding shares as of March 15,
2002.
MISCELLANEOUS
Proxies will be solicited by mail and may be solicited in person or by
telephone or telegraph by officers of the Funds or personnel of DSTC. Each Fund
has retained Georgeson Shareholder to assist in the proxy solicitation. The fee
for such services is estimated at $4,000 for each of The Thai Capital Fund and
The Singapore Fund, and $4,500 for The Japan Equity Fund, plus reimbursement of
expenses. The expenses connected with the solicitation of these proxies and with
any further proxies which may be solicited by the Funds' officers or agents in
person, by telephone or by telegraph will be borne by each Fund. Each Fund will
reimburse banks, brokers and other persons holding such Fund's shares registered
in their names or in the names of their nominees for their expenses incurred in
sending proxy material to and obtaining proxies from the beneficial owners of
such shares.
It is important that you promptly submit your vote as a stockholder of the
Fund(s). In the event that sufficient votes in favor of any proposal set forth
in the Notice of the Meeting for a Fund are not received by June 5, 2002, the
persons named as attorneys in the enclosed proxy may propose one or more
adjournments of such Fund's Meeting to permit further solicitation of proxies.
Any such adjournment will require the affirmative vote of the holders of a
majority of the shares present in person or by proxy at the session of such
Fund's Meeting to be adjourned. The persons named as attorneys in the enclosed
proxy will vote in favor of such adjournment those proxies which they are
entitled to vote in favor of the proposal for which further solicitation of
proxies is to be made. They will vote against any such adjournment those proxies
required to be voted against such proposal. The costs of any such additional
solicitation and of any adjourned session will be borne by the Fund that
adjourns its Meeting.
12
STOCKHOLDER PROPOSALS
Any proposal by a stockholder of a Fund intended to be included in the proxy
materials for the year 2003 annual meeting of stockholders of the Fund must be
received by the Fund, c/o Daiwa Securities Trust Company, One Evertrust Plaza,
9th Floor, Jersey City, New Jersey 07302-3051, not later than December 27, 2002.
Each Fund's By-laws require that any proposal by a stockholder of such Fund
intended to be presented at a meeting of stockholders must be received by such
Fund, c/o Daiwa Securities Trust Company, One Evertrust Plaza, 9th Floor, Jersey
City, New Jersey 07302-3051, not earlier than 90 days prior and not later than
60 days prior to such meeting of stockholders.
By order of the Board of Directors,
Judy Runrun Tu
SECRETARY
One Evertrust Plaza
Jersey City, New Jersey 07302-3051
[April 26], 2002
13
ANNEX A
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
OF
THE THAI CAPITAL FUND, INC.
The Thai Capital Fund, Inc. (hereinafter referred to as the "Corporation"),
a Maryland corporation, hereby certifies to the State Department of Assessments
and Taxation of Maryland:
FIRST: Article V Section (1) of the Articles of Incorporation is hereby amended
in its entirety to read as follows:
(1) The total number of shares of capital stock which the Corporation
shall have authority to issue is ONE HUNDRED MILLION (100,000,000)
shares, all of one class called Common Stock, of the par value of
ONE CENT ($.01) per share and the aggregate par value of ONE MILLION
DOLLARS (1,000,000).
Simultaneously with the effective date of this amendment, each two
issued and outstanding shares of Common Stock of the Corporation
shall be combined into one share of validly issued, fully paid and
nonassessable Common Stock of the Corporation.
SECOND: The foregoing amendment to the Articles of Incorporation of the
Corporation has been approved by the Board of Directors of the Corporation.
IN WITNESS THEREOF, the Corporation has caused these presents to be signed in
its name and on its behalf by its President and witnessed by its Secretary on
this [ ] day of [ ], 2002.
By:
--------------------------------------
Name: John O'Keefe
Title: Vice President and Treasurer
WITNESS:
By:
----------------------------------------------
Name: Judy Runrun Tu
Title: Secretary
A-1
THE THAI CAPITAL FUND, INC.
C/O DAIWA SECURITIES TRUST COMPANY, ONE EVERTRUST PLAZA,
JERSEY CITY, NEW JERSEY 07302-3051
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF STOCKHOLDERS ON
JUNE 5, 2002
The undersigned stockholder of The Thai Capital Fund, Inc. (the "Fund") hereby
appoints John J. O'Keefe and Judy Runrun Tu, or any of them, proxies of the
undersigned, with full power of substitution, to vote and act for and in the
name and stead of the undersigned at the Annual Meeting of Stockholders of the
Fund, to be held at the offices of Daiwa Securities America, Inc., Financial
Square, 32 Old Slip, 14th Floor, New York, New York 10005, on June 5, 2002 at
10:30 a.m., New York time, and at any and all adjournments thereof, according to
the number of votes the undersigned would be entitled to cast if personally
present.
The shares represented by this proxy card will be voted in accordance with the
instructions given by the undersigned stockholder, but if no instructions are
given, this proxy card will be voted in favor of proposals 1 through 2 as set
forth in this proxy card. In addition, this proxy card will be voted, in the
discretion of such proxies, upon such other business as may properly come before
the Meeting or any adjournment thereof. The undersigned hereby revokes any and
all proxies with respect to such Shares heretofore given by the undersigned. The
undersigned acknowledges receipt of the Joint Proxy Statement dated [April 26],
2002.
--------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND PROMPTLY RETURN THIS PROXY CARD IN THE
ENCLOSED ENVELOPE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Please sign exactly as your name(s) appear(s) on the books of the Fund. Joint
owners should each sign. Trustees and other fiduciaries should indicate the
capacity in which they sign, and where more than one name appears, a majority
must sign. If a corporation, this signature should be that of an authorized
officer who should indicate his or her title.
--------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
---------------------------------------- -------------------------------
---------------------------------------- -------------------------------
---------------------------------------- -------------------------------
--------
X PLEASE MARK VOTES
AS IN THIS EXAMPLE
--------
------------------------------------------------------------
THE THAI CAPITAL FUND, INC.
------------------------------------------------------------
---------
Please be sure to sign and date this Proxy Card. Date
----------------------------------------------------------------------
Stockholder sign here Co-owner sign here
----------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 THROUGH 2.
1. To elect Directors of the Fund. NOMINEES:
For All With- For All
Nominees hold Except
Class II: (01) Oren G. Shaffer
(02) Austin C. Dowling / / / / / /
Class III: (03) Ikuo Mori
NOTE: If you do not wish your shares voted "For" a particular nominee, mark the
"For All Except" box and strike a line through the name of the nominee in the
list above.
2. To approve a one-for-two reverse stock split of The Thai Capital Fund's
issued and outstanding shares of common stock and the amendment to the Articles
of Incorporation.
For Against Abstain
/ / / / / /
Mark box at right if an address change or comment has been noted on the reverse
side of this Proxy Card. / /
THE SINGAPORE FUND, INC.
C/O DAIWA SECURITIES TRUST COMPANY, ONE EVERTRUST PLAZA,
JERSEY CITY, NEW JERSEY 07302-3051
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF STOCKHOLDERS ON
JUNE 5, 2002
The undersigned stockholder of The Singapore Fund, Inc. (the "Fund") hereby
appoints John J. O'Keefe and Judy Runrun Tu, or any of them, proxies of the
undersigned, with full power of substitution, to vote and act for and in the
name and stead of the undersigned at the Annual Meeting of Stockholders of the
Fund, to be held at the offices of Daiwa Securities America, Inc., Financial
Square, 32 Old Slip, 14th Floor, New York, New York 10005, on June 5, 2002 at
11:15 a.m., New York time, and at any and all adjournments thereof, according to
the number of votes the undersigned would be entitled to cast if personally
present.
The shares represented by this proxy card will be voted in accordance with the
instructions given by the undersigned stockholder, but if no instructions are
given, this proxy card will be voted in favor of proposal 1 as set forth in this
proxy card. In addition, this proxy card will be voted, in the discretion of
such proxies, upon such other business as may properly come before the Meeting
or any adjournment thereof. The undersigned hereby revokes any and all proxies
with respect to such Shares heretofore given by the undersigned. The undersigned
acknowledges receipt of the Joint Proxy Statement dated [April 26], 2002.
--------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND PROMPTLY RETURN THIS PROXY CARD IN THE
ENCLOSED ENVELOPE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Please sign exactly as your name(s) appear(s) on the books of the Fund. Joint
owners should each sign. Trustees and other fiduciaries should indicate the
capacity in which they sign, and where more than one name appears, a majority
must sign. If a corporation, this signature should be that of an authorized
officer who should indicate his or her title.
--------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
---------------------------------------- -------------------------------
---------------------------------------- -------------------------------
---------------------------------------- -------------------------------
--------
X PLEASE MARK VOTES
AS IN THIS EXAMPLE
--------
--------------------------------------------------------------------------------
THE SINGAPORE FUND, INC.
--------------------------------------------------------------------------------
---------
Please be sure to sign and date this Proxy Card. Date
----------------------------------------------------------------------
Stockholder sign here Co-owner sign here
----------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 BELOW.
1. To elect Directors of the Fund. NOMINEES:
For All With- For All
Nominees hold Except
Class II: (01) Alfred C. Morley
(02) Martin J. Gruber / / / / / /
Class III: (03) Ikuo Mori
NOTE: If you do not wish your shares voted "For" a particular nominee, mark the
"For All Except" box and strike a line through the name of the nominee in the
list above.
Mark box at right if an address change or comment has been noted on the reverse
side of this Proxy Card. / /
THE JAPAN EQUITY FUND, INC.
C/O DAIWA SECURITIES TRUST COMPANY, ONE EVERTRUST PLAZA,
JERSEY CITY, NEW JERSEY 07302-3051
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF STOCKHOLDERS ON
JUNE 5, 2002
The undersigned stockholder of The Japan Equity Fund, Inc. (the "Fund") hereby
appoints John J. O'Keefe and Judy Runrun Tu, or any of them, proxies of the
undersigned, with full power of substitution, to vote and act for and in the
name and stead of the undersigned at the Annual Meeting of Stockholders of the
Fund, to be held at the offices of Daiwa Securities America, Inc., Financial
Square, 32 Old Slip, 14th Floor, New York, New York 10005, on June 5, 2002 at
12:00 p.m., New York time, and at any and all adjournments thereof, according to
the number of votes the undersigned would be entitled to cast if personally
present.
The shares represented by this proxy card will be voted in accordance with the
instructions given by the undersigned stockholder, but if no instructions are
given, this proxy card will be voted in favor of proposal 1 as set forth in this
proxy card. In addition, this proxy card will be voted, in the discretion of
such proxies, upon such other business as may properly come before the Meeting
or any adjournment thereof. The undersigned hereby revokes any and all proxies
with respect to such Shares heretofore given by the undersigned. The undersigned
acknowledges receipt of the Joint Proxy Statement dated [April 26], 2002.
CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE
(SEE REVERSE SIDE)
--------
X PLEASE MARK VOTES
AS IN THIS EXAMPLE
--------
------------------------------------------------------------
THE JAPAN EQUITY FUND, INC.
------------------------------------------------------------
Signature:______________________ Date:__________
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.
1. To elect Directors of the Fund. NOMINEES:
For All With- For All
Nominees hold Except
Class I: (01) Hiroshi Kimura
Class III: (02) Alfred C. Morley / / / / / /
(03) Austin C. Dowling
--------------------------------------------------------------------------------
(Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided above.)
Mark here for address change and note at left. / /
Please sign exactly as your name(s) appears hereon. All holders must sign. When
signing in a fiduciary capacity, please indicate full title as such. If a
corporation or partnership, please sign in full corporate or partnership name by
authorized person.
Signature:_______________________________ Date:___________