UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 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
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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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(2) Form, Schedule or Registration Statement No.:
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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) 915-3054
April 30, 2004
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 2, 2004, 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 card(s) are
enclosed.
At the Annual Meetings, each Fund's stockholders will elect Directors of
the Fund. In addition, the stockholders who are 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
CARD(S) IN THE ENCLOSED RETURN ENVELOPE TO ENSURE A QUORUM AT THE MEETING.
YOUR VOTE IS IMPORTANT.
(This page has been left blank intentionally.)
THE THAI CAPITAL FUND, INC.
THE SINGAPORE FUND, INC.
THE JAPAN EQUITY FUND, INC.
NOTICE OF THE ANNUAL MEETINGS OF STOCKHOLDERS
JUNE 2, 2004
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 2, 2004, 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. 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 17,
2004 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.
By order of the Board of Directors,
Yuko Uchida
SECRETARY
April 30, 2004
(This page has been left blank intentionally.)
THE THAI CAPITAL FUND, INC.
THE SINGAPORE FUND, INC.
THE JAPAN EQUITY FUND, INC.
JOINT PROXY STATEMENT
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 2, 2004,
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 30, 2004. 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 proxy cards received in
time for a Meeting will be voted as specified in the proxy card 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 07302-3051, ATTENTION: SHAREHOLDER RELATIONS OR BY CALLING COLLECT AT
(201) 915-3054.
The Board of Directors of each Fund has fixed the close of business on
March 17, 2004 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 3,139,428 shares of common stock, The
Singapore Fund had outstanding 9,207,133 shares of common stock and The Japan
Equity Fund had outstanding 14,420,917 shares of common stock.
Management of each Fund knows of no business other than that mentioned in
Item 1 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 card to vote in accordance with their
best judgment.
This Joint Proxy Statement is being used in order to reduce the
preparation, printing, handling and postage expenses that would result from the
use of a separate proxy statement for each Fund and, because stockholders may
own shares of more than one Fund, to potentially avoid burdening stockholders
with more than one proxy statement. Shares of a Fund are entitled to one vote
each at the respective Fund's Meeting. To the extent information relating to
common ownership is available to the Funds, a stockholder that owns record
shares in two or more of the Funds
1
will receive a package containing a Joint Proxy Statement and proxy cards for
the Funds in which such stockholder is a record owner. If the information
relating to common ownership is not available to the Funds, a stockholder that
beneficially owns shares in two or more Funds may receive two or more packages
each containing a Joint Proxy Statement and a proxy card for each Fund in which
such stockholder is a beneficial owner. It is essential that stockholders
complete, date, sign and return each enclosed proxy card or vote by telephone as
indicated in each Fund's proxy card.
EACH FUND'S BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE IN
FAVOR OF THE MATTERS MENTIONED IN ITEM 1 OF THE NOTICE OF MEETINGS.
2
PROPOSAL 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 I
David G. Harmer
Martin J. Gruber
FOR THE SINGAPORE FUND
CLASS I
David G. Harmer
Oren G. Shaffer
FOR THE JAPAN EQUITY FUND
CLASS II
David G. Harmer
Oren G. Shaffer
to serve for terms expiring on the date of subsequent Annual Meetings of
Stockholders in the year 2007 for each Class of Directors of each 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 will not be counted as votes cast at the
Meetings.
Each of the nominees for Director has consented to be named in this Joint
Proxy Statement and to serve as a Director of the Funds if elected. The Board of
Directors of each Fund has no reason to believe that any of the nominees named
above will become unavailable for election as a Director, but if that should
occur before the meeting for that Fund, Proxy Cards will be voted for such
persons as the Board of Directors of the Fund may recommend.
INFORMATION CONCERNING DIRECTORS AND NOMINEES
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."
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AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN ALL
FUNDS OVERSEEN
OR TO BE NUMBER OF
OVERSEEN BY PORTFOLIOS
PRINCIPAL OCCUPATION DOLLAR RANGE DIRECTOR OR IN FUND
OR EMPLOYMENT DURING PAST OF EQUITY NOMINEE IN FAMILY COMPLEX
NAME (AGE) AND ADDRESS FIVE YEARS AND OTHER DIRECTOR SECURITIES IN OF INVESTMENT OVERSEEN BY
OF NOMINEES/DIRECTORS DIRECTORSHIPS SINCE EACH FUND(1) COMPANIES(1) DIRECTOR(2)
------------------------------ ------------------------------------ -------- ------------- ----------------- -----------
INTERESTED DIRECTORS
Hiroshi Kimura (51)* Chairman and President, Daiwa JEQ: JEQ: -- None
One Evertrust Plaza Securities Trust Company, since 2001 None
Jersey City, NJ 07302-3051 July 2001; Director and Senior
Vice 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 (55)* Chairman and CEO, Daiwa TF: TF: -- None
Daiwa Securities America Inc. Securities America, Inc., since 2001 None
Financial Square 2001; Executive Officer, Daiwa
32 Old Slip Securities Group Inc., since 2001; SGF: SGF:
New York, NY 10005 President and COO, Daiwa 2001 None
Securities America Inc., from 1996
to 2001.
INDEPENDENT DIRECTORS
Martin J. Gruber (66) ** Professor of Finance, Leonard N. TF: TF: $10,001-50,000 None
229 South Irving Street Stern School of Business, New 2000 $1-10,000
Ridgewood, NJ 07450 York University, since 1965;
Trustee, Scudder New York Mutual SGF: SGF:
Funds, since 1992; Trustee, 2000 $10,001-
C.R.E.F., since 2001 and Chairman 50,000
from December 2003; Trustee, JEQ:
T.I.A.A., from 1996 to 2000. 1992 JEQ:
$10,001-
50,000
Austin C. Dowling (72) 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
David G. Harmer (61) ** Executive Director, Department of TF: TF: None $10,001-50,000 None
4337 Bobwhite Court Community and Economic 2000
Ogden, UT 84403 Development for the State of Utah, SGF:
since May 2002; Chairman, 2K2 SGF: $1-10,000
Hosting Corporation, from 1996
April 2001 to April 2002; JEQ:
President, Jetway Systems, a JEQ: $1-10,000
division of FMC Corporation, from 1997
January 1997 to 2001.
4
AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN ALL
FUNDS OVERSEEN
OR TO BE NUMBER OF
OVERSEEN BY PORTFOLIOS
PRINCIPAL OCCUPATION DOLLAR RANGE DIRECTOR OR IN FUND
OR EMPLOYMENT DURING PAST OF EQUITY NOMINEE IN FAMILY COMPLEX
NAME (AGE) AND ADDRESS FIVE YEARS AND OTHER DIRECTOR SECURITIES IN OF INVESTMENT OVERSEEN BY
OF NOMINEES/DIRECTORS DIRECTORSHIPS SINCE EACH FUND(1) COMPANIES(1) DIRECTOR(2)
------------------------------ ------------------------------------ -------- ------------- ----------------- -----------
INDEPENDENT DIRECTORS
(CONTINUED)
Oren G. Shaffer (61) ** Vice Chairman and Chief Financial TF: TF: None $10,001-50,000 None
1801 California Street Officer of Qwest Communications 2000
Denver, CO 80202 International Inc., since July 2002; SGF:
Executive Vice President and Chief SGF: $10,001-
Financial Officer of Ameritech 1997 50,000
Corporation, from 1994 to 2000.
JEQ: JEQ: None
2000
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(1) The information as to beneficial ownership is based on statements furnished
to the Funds by the Directors. The dollar value of shares is based upon the
market price as of March 17, 2004.
(2) "Fund Complex" includes the Funds and other registered investment companies
advised by SCB Asset Management Co., Ltd., Daiwa SB Investments (H.K.)
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.
* 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 (H.K.) 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
affiliation with The Japan Equity Fund's former investment adviser (Daiwa
Securities Trust Company ("DSTC")), which is an affiliate of The Japan
Equity Fund's current investment manager and investment adviser and the
administrator and custodian of the Funds.
** Nominees for Director.
Based on the information furnished by each Director as of March 17, 2004,
neither any Director nor any immediate family member of any Director owned any
securities of the investment manager, or any of its affiliates, of any Fund as
of such date. No director or nominee for election as director who is an
interested person of any of the Funds, or any immediate family member of such
person, owns securities in the investment manager, or a person directly or
indirectly controlling, controlled by, or under common control with the
investment manager.
The Singapore Fund's Board of Directors held four regular meetings during
its fiscal year ended October 31, 2003, The Thai Capital Fund held four regular
meetings during its fiscal year ended December 31, 2003 and The Japan Equity
Fund held four regular meetings and two special meetings during its fiscal year
ended October 31, 2003. Each current Director attended at least seventy-five
percent of the aggregate number of meetings of the respective Board of Directors
and any Committee of which he was a member. For annual or special shareholder
meetings, directors may but are not required to attend the meetings; and for the
Fund's last annual shareholder meeting, two directors attended the meeting.
Each Fund's Board of Directors has a separately-designated standing Audit
Committee established in accordance with Section 3(a)(58)(A) of the Securities
Exchange Act of 1934, which is responsible for reviewing financial and
accounting matters. The members of each Fund's Audit Committee are independent
as defined in
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Sections 303.01(B)(2)(a) and (3) of the New York Stock Exchange's listing
standards, as may be modified or supplemented. Each Fund has adopted a
formal, written Audit Committee Charter, the form of which is attached hereto
as Appendix A. The current members of The Singapore Fund's, The Thai Capital
Fund's and The Japan Equity Fund's Audit Committees are Messrs. Shaffer,
Harmer, Dowling and Gruber. The Funds' Audit Committees met two times during
its fiscal year. The report of the Funds' Audit Committees, along with
certain disclosures regarding fees paid to the Fund's auditors, is set forth
on page 8 of this Joint Proxy Statement.
Each Fund's Board of Directors has a Nominating and Compensation
Committee which is responsible for recommending individuals to the Board for
nomination as members of the Board and its Committees. The Nominating and
Compensation Committee identifies individuals qualified to serve as
Independent Directors on each Fund's Board and on committees of such Board
and recommends such qualified individuals for nomination by the Fund's
Independent Directors as candidates for election as Independent Directors,
advises each Fund's Board with respect to Board composition, procedures and
committees, monitors and makes recommendations on corporate governance
matters and policies and procedures of the Fund's Board of Directors and any
Board committees and oversees periodic evaluations of the Fund's Board and
its committees. Persons recommended by each Fund's Nominating and
Compensation Committee as candidates for nomination as Independent Directors
are required to possess such knowledge, experience, skills, expertise and
diversity so as to enhance the Board's ability to manage and direct the
affairs and business of the Fund, including, when applicable, to enhance the
ability of committees of the Board to fulfill their duties and/or to satisfy
any independence requirements imposed by law, regulation or any listing
requirements of the New York Stock Exchange. While the Independent Directors
of each of the Funds expect to be able to continue to identify from their own
resources an ample number of qualified candidates for each Fund's Board as
they deem appropriate, they will consider nominations from shareholders to
the Board. Nominations from shareholders should be in writing and sent to the
Independent Directors as described below.
Each Fund's Nominating and Compensation Committee is composed of
directors who are not interested persons of the Fund and comply with the
independence requirements of the New York Stock Exchange listing standards
for Nominating and Compensation Committee members. Each Fund's Nominating and
Compensation Committee's actions are governed by the Fund's Nominating and
Compensation Committee Charter, a copy of which is available at
www.daiwast.com. The current members of each Fund's Nominating and
Compensation Committee are Messrs. Shaffer, Harmer, Dowling and Gruber. Each
Fund's Nominating and Compensation Committee did not meet during its last
fiscal year.
SHAREHOLDER COMMUNICATIONS
Shareholders may send communications to each Fund's Board of Directors.
Shareholders should send communications intended for each Fund's Board by
addressing the communication directly to that Board (or individual Board
members) and/or otherwise clearly indicating in the salutation that the
communication is for the Board (or individual Board members) and by sending the
communication to either the Fund's office or directly to such Board member(s) at
the address specified for each director above. Other shareholder communications
received by the Funds not directly addressed and sent to the Boards will be
reviewed and generally responded to by management, and will be forwarded to the
Board only at management's discretion based on the matters contained therein.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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")
6
and the New York Stock Exchange, Inc. (for JEQ and SGF only). Each Fund
believes that its officers and directors have complied with all applicable
filing requirements.
OFFICERS OF THE FUNDS
Shunsuke Ichijo (age 51) has been President of The Japan Equity Fund since
February 2000. Chief Executive Officer and Director of Daiwa SB Investments
since 1999. Mr. Ichijo's address is 7-9, Nihonbashi 2-chome, Chuo-ku, Tokyo,
103-0027 Japan.
John J. O'Keefe (age 45) has been Vice President and Treasurer of the Funds
since June 2000; Vice President of the Fund Accounting Department of DSTC 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 DSTC from July 1990
to January 1998. Mr. O'Keefe's address is One Evertrust Plaza, Jersey City, New
Jersey 07302-3051.
Yuko Uchida (age 25) has been Secretary of the Funds since March 2004;
Client Reporting Department of DSTC since June 2002; and Financial Marketing
Department of UBS Paine Webber from March 2002 to June 2002. Ms. Uchida's
address is One Evertrust Plaza, Jersey City, New Jersey 07302-3051.
Laurence E. Cranch (age 57), has been Assistant Secretary of the Funds
since July 1992 and has been a partner in the law firm of Clifford Chance US LLP
since 1980. Mr. Cranch's address is 200 Park Avenue, New York, New York
10166-0153.
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 $25,294 and
$30,381 during the fiscal years ended October 31, 2003 and 2002, respectively,
for The Singapore Fund, $21,509 and $26,970 for the fiscal years ended December
31, 2003 and 2002, respectively, for The Thai Capital Fund and $29,504 and
$31,433 for the fiscal years ended October 31, 2003 and 2002, respectively, for
The Japan Equity Fund. Each such non-affiliated director currently receives
fees, paid by each Fund, of $488 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 director of the
Funds by such Fund and by other registered investment companies advised by DBS
Asset Management (United States) Pte. Ltd., Daiwa SB Investments (Singapore)
Ltd., Daiwa SB Investments (H.K.) 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.
7
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
--------------------- --------------- --------------- --------------- ---------------
INTERESTED DIRECTORS
Hiroshi Kimura(1) $ 0 $ 0 $ 0 $ 0
Ikuo Mori(1) 0 0 0 0
INDEPENDENT DIRECTORS
Austin C. Dowling $ 5,489 $ 6,455 $ 7,508 $ 19,452
Martin J. Gruber 5,489 6,455 7,508 19,452
David G. Harmer 5,489 6,455 7,508 19,452
Oren G. Shaffer 5,042 5,929 6,981 17,952
----------
(1) "Interested person" of the Funds within the meaning of the 1940 Act.
INVESTMENT MANAGER AND INVESTMENT ADVISER OF EACH FUND
SCB Asset Management Co., Ltd. serves as the investment manager to The Thai
Capital Fund and its principal office is located at Sindhorn Building, Tower 3,
23rd Floor, 130-132 Wireless Road, Phatumwan, Bangkok 10330, Thailand. Daiwa SB
Investments (H.K.) Ltd. serves as the investment adviser to The Thai Capital
Fund and its principal office is located at Level 26, One Pacific Place, 88
Queensway, Hong Kong. DBS Asset Management (United States) Pte. Ltd. serves as
the investment manager to The Singapore Fund and its principal office is located
at 8 Cross Street, #27-01, PWC Building, Singapore 048424. Daiwa SB Investments
(Singapore) Ltd. serves as the investment adviser to The Singapore Fund and its
principal office is located at 152 Beach Road, #06-01/02 The Gateway East,
Singapore 189721. Daiwa SB Investments (USA) Ltd. serves as the investment
manager to The Japan Equity Fund and its principal office is located at 32 Old
Slip, 11th Floor, New York, New York 10005. Daiwa SB Investments Ltd. serves as
the investment adviser to The Japan Equity Fund and its principal office is
located at 7-9 Nihonbashi 2-chome, Chuo-Ku, Tokyo 103-0027, Japan.
REPORTS OF THE AUDIT COMMITTEES
At meetings held in March 2004, 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
auditors for each Fund for the fiscal year ending October 31, 2004 (December
31, 2004 for The Thai Capital 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, 2003
(December 31, 2003 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 received the written disclosures and
the letter from PricewaterhouseCoopers LLP required by Independence Standards
Board Standard No. 1 (Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committee), as may be modified or supplemented, 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 PricewaterhouseCoopers LLP in the Fund. The Audit Committee has
discussed with
8
PricewaterhouseCoopers LLP the matters required to be discussed by SAS 61
(Codification of Statements on Auditing Standards, AU Section 380), as may be
modified or supplemented. 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, 2003 (December 31, 2003 for The Thai Capital Fund) be included in
the Fund's most recent annual report filed with the Securities and Exchange
Commission.
Oren G. Shaffer, 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
AUDIT FEES
The aggregate fees billed by PricewaterhouseCoopers LLP for professional
services rendered in connection with the annual audit and review of each Fund's
financial statements for the fiscal years ended October 31, 2003 and 2002
(December 31, 2003 and 2002 for The Thai Capital Fund), are set forth below:
2003 2002
---------- ----------
The Thai Capital Fund $ 54,700 $ 61,300
The Singapore Fund $ 77,500 $ 81,450
The Japan Equity Fund $ 64,200 $ 74,700
AUDIT-RELATED FEES
There were no fees billed by PricewaterhouseCoopers LLP for
assurance-related services related to the performance of the audit or review of
each Fund's financial statements for the last two fiscal years.
TAX FEES
The aggregate fees billed by PricewaterhouseCoopers LLP for professional
services rendered by PricewaterhouseCoopers LLP for tax compliance, tax advice
and tax planning (consisting of a review of each Fund's income tax returns and
tax distribution requirements) for the fiscal years ended October 31, 2003 and
2002 (December 31, 2003 and 2002 for The Thai Capital Fund), are set forth
below:
2003 2002
---------- ----------
The Thai Capital Fund $ 6,000 $ 5,600
The Singapore Fund $ 7,650 $ 7,200
The Japan Equity Fund $ 7,650 $ 7,200
OTHER FEES
There were no other fees billed by PricewaterhouseCoopers LLP for services
rendered to the Funds for the fiscal years ended October 31, 2003 and 2002
(December 31, 2003 and 2002 for The Thai Capital Fund).
AUDIT COMMITTEE PRE-APPROVAL
Each Fund's Audit Committee's policy is to pre-approve all auditing and
non-auditing services to be provided to the Fund by the Fund's independent
auditors. All of the audit and the tax services described above for which
PricewaterhouseCoopers LLP billed each Fund fees for the fiscal years ended
October 31, 2003 and 2002 (December 31, 2003 and 2002 for The Thai Capital Fund)
were pre-approved by each Fund's Audit Committee.
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
9
controlling, controlled by or under common control with the investment manager
or investment adviser for each Fund for the fiscal years ended October 31, 2003
and 2002 (December 31, 2003 and 2002 for The Thai Capital Fund) were $0 and
$10,500, respectively.
The Audit Committee of each Fund has considered whether the provision of
non-audit services rendered to affiliates of the investment advisers and
investment managers of the Funds is compatible with maintaining the independence
of PricewaterhouseCoopers LLP.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Set forth below is information with respect to persons who, to the
knowledge of the management of the Fund, owned beneficially more than 5% of the
Fund's outstanding shares as of March 17, 2004. The information is based on
publicly available Schedule 13D and 13G disclosures filed with the Commission.
AMOUNT AND
NATURE OF
BENEFICIAL
FUND NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP PERCENT OF CLASS
--------------------------- ------------------------------------ ------------ ----------------
The Singapore Fund Wachovia Corporation 761,188(1) 8.27%
One Wachovia Center
Charlotte, NC 28288-0137
Lazard Asset Management LLC 536,200(2) 5.8%
30 Rockefeller Plaza
New York, NY 10112
The Thai Capital Fund Delta Dividend Group, Inc. 310,650(3) 9.9%
220 Montgomery Street
Suite 426
San Francisco, CA 94104
----------
(1) The above information is based on a Schedule 13G filed with the Commission
on February 11, 2004, which indicates that Wachovia Corporation has sole
voting power with respect to 743,069 shares and sole dispositive power with
respect to all 761,188 shares.
(2) The above information is based on a Schedule 13G filed with the Commission
on February 13, 2004, which indicates that Lazard Asset Management LLC has
sole voting power and dispositive power with respect to all 536,200 shares.
(3) The above information is based on a Schedule 13D filed with the Commission
on May 6, 2003, which indicates that Delta Dividend Group, Inc. has shared
voting power and dispositive power with respect to all 310,650 shares.
David Gale maintains shared voting power solely in his capacity as an
executive officer, director and majority stockholder of Delta Dividend
Group, Inc.
To the knowledge of management for The Japan Equity Fund, no person owned
beneficially more than 5% of the Fund's outstanding shares as of March 17, 2004.
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 The Altman Group, Inc. to assist in the proxy solicitation. The fee
for such services is estimated at $3,500 for each of The Thai Capital Fund, The
Singapore Fund and The Japan Equity Fund, plus reimbursement of expenses. The
expenses connected with the solicitation of these proxies
10
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 the proposal set forth
in the Notice of the Meeting for a Fund are not received by June 2, 2004, the
persons named as attorneys in the enclosed proxy card 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 card 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.
STOCKHOLDER PROPOSALS
Any proposal by a stockholder of a Fund intended to be included in the
proxy materials for the year 2005 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
24, 2004.
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,
Yuko Uchida
SECRETARY
One Evertrust Plaza
Jersey City, New Jersey 07302-3051
April 30, 2004
11
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APPENDIX A
AMENDED AND RESTATED AUDIT COMMITTEE CHARTER
The Board of Directors of each of The Thai Capital Fund, Inc., The
Singapore Fund, Inc. and The Japan Equity Fund, Inc. (each a "Fund") has
established a committee of certain independent directors (the "Audit
Committee") and has adopted and approved this amended and restated charter
(the "Charter") for the Audit Committee of the Fund.
I. OBJECTIVES OF THE AUDIT COMMITTEE
The objectives of the Audit Committee are:
(a) to oversee the Fund's accounting and financial reporting policies
and practices, its internal controls and, as appropriate, the
internal controls of certain service providers;
(b) to oversee the quality and objectivity of the Fund's financial
statements and the independent audit thereof, and the performance of
the Fund's internal audit function and independent auditors;
(c) to oversee the Fund's compliance with legal and regulatory
requirements and the independent auditor's qualifications and
independence;
(d) to prepare an audit committee report as required by Securities and
Exchange Commission Rules to be included in the Fund's annual proxy
statement; and
(e) to act as a liaison between the Fund's independent auditor and the
full Board of Directors.
The function of the Audit Committee is oversight; it is management's
responsibility to maintain appropriate systems for accounting and internal
control, and the independent auditor's responsibility to plan and carry out a
proper audit.
II. COMPOSITION OF THE AUDIT COMMITTEE
The Audit Committee shall be composed of at least three directors:
(a) each of whom shall not be an "interested person" of the Fund, as
defined in Section 2(a)(19) of the Investment Company Act of 1940,
as amended, or an "affiliated person" of the Fund, as described in
Section 10A(m) of the Securities Exchange Act of 1934, as amended
(the "1934 Act");
(b) each of whom shall not accept any consulting, advisory, or other
compensatory fee from the Fund (other than fees for serving on the
Board of Directors or any committee thereof) or have any other
relationship to the Fund that may interfere with the exercise of
such person's independence from the Fund and Fund management;
(c) each of whom shall otherwise satisfy the applicable independence
requirements for any stock exchange or market quotation system on
which Fund shares are listed or quoted;
(d) each of whom shall be financially literate, as such qualification is
interpreted by the Board of Directors in its business judgment, or
shall become financially literate within a reasonable period of time
after his or her appointment to the Audit Committee; and
(e) at least one of whom shall have accounting or related financial
management expertise as the Board of Directors interprets such
qualification in its business judgment.
A-1
The Audit Committee shall determine whether at least one member of the
Audit Committee is a "financial expert" as defined in rules promulgated by the
U.S. Securities and Exchange Commission (the "SEC") under the Sarbanes-Oxley Act
of 2002 and shall consider whether any member thereof serves on the audit
committee of any other public companies.
III. AUDITOR INDEPENDENCE
An independent public accounting firm may serve as the Fund's independent
auditor only if it complies with all of the following independence requirements,
subject to such exceptions, not prohibited by law, as the Audit Committee may
allow.
The Fund's independent auditor shall: (i) at least annually, submit to the
Audit Committee a certification of its independence, delineating all
relationships between the Fund's independent auditor and the Fund, consistent
with Independence Standards Board Standard No. 1, and (ii) actively engage in a
dialogue with the Audit Committee with respect to any disclosed relationships or
services that may affect the objectivity and independence of such independent
auditor, including relationships with or services provided to the Fund's other
service providers. If the Audit Committee deems it appropriate, it may recommend
that the Board of Directors take appropriate action in response to the report of
the independent auditor to satisfy itself of the independence of the independent
auditor.
IV. PROHIBITED NON-AUDIT SERVICES
Neither the Fund's independent auditor nor any person associated with the
Fund's independent auditor may provide any of the following non-audit services
to the Fund;
(a) bookkeeping or other services relating to the accounting records or
financial statements of the Fund:
(b) financial information systems design and implementation;
(c) appraisal or valuation services, fairness opinions, or
contribution-in-kind reports;
(d) actuarial services;
(e) internal audit outsourcing services;
(f) management functions or human resources;
(g) broker or dealer, investment adviser, or investment banking
services;
(h) legal and expert services unrelated to the audit; and
(i) any other service that the Public Company Accounting Oversight Board
(the "PCAOB") determines, by regulation, is impermissible.
V. REGISTRATION WITH PCAOB
The Fund's independent auditor must be registered with the PCAOB or become
registered when the PCAOB is prepared to accept registrations. Upon submission
of an application form by the Fund's independent auditor to the PCAOB, the Audit
Committee may request: (i) a copy of such application form; (ii) any material
amendments to such application form; and (iii) the written findings of the PCAOB
in connection with that Board's inspection of the Fund's independent auditor.
A-2
VI. RESPONSIBILITIES AND DUTIES OF THE AUDIT COMMITTEE
To carry out its objectives, the Audit Committee shall have the following
responsibilities:
(a) to directly select, compensate and retain or terminate the Fund's
independent auditor;
(b) to pre-approve all auditing services and non-auditing services,
including tax services, to be provided to the Fund by the Fund's
independent auditor; provided, however, that the preapproval
requirement with respect to the provision of non-auditing services
to the Fund by the Fund's independent auditor may be waived by the
Audit Committee under the circumstances described in the 1934 Act*;
(c) to meet with the Fund's independent auditor, including private
meetings, as necessary, (i) to review the arrangements for and scope
of the annual audit and any special audits; (ii) to discuss those
matters required by Statement of Accounting Standards Nos. 61 and 90
and any matters of concern relating to the Fund's financial
statements, including, without limitation, any adjustments to such
statements recommended by the Fund's independent auditor, or other
results of said audit(s); (iii) to consider with the Fund's
independent auditor its comments with respect to the quality and
accuracy of the Fund's accounting and financial reporting policies,
procedures and internal accounting controls and management responses
thereto, including, without limitation, the effect on the Fund of
any recommendation of changes in accounting principles or practices
by Fund management or the Fund's independent auditor; and (iv) to
review the form of opinion the independent auditor renders to the
Board and shareholders;
(d) to meet separately, periodically, with those responsible for the
internal audit function;
(e) to review and discuss the Fund's audited financial statements with
the independent auditor;
(f) to review and discuss the Fund's audited financial statements and
semi-annual financial statements with Fund management;
(g) to cause to be prepared and to review and submit any report,
including any recommendation of the Audit Committee, required by SEC
Rules to be included in the Fund's annual proxy statement;
(h) to review legal and regulatory matters presented by counsel and the
Fund's independent auditor that may have a material impact on the
Fund's financial statements;
(i) to investigate improprieties or suspected improprieties in Fund
operations;
(j) to review the Fund's process for monitoring compliance with
investment restrictions, applicable laws and regulations, and with
the code of ethics;
(k) to establish procedures for: (i) the receipt, retention, and
treatment of complaints received by the Fund regarding accounting,
internal accounting controls, or auditing matters; and (ii) the
confidential, anonymous submission of concerns by employees and
officers of the Fund regarding questionable accounting or auditing
matters;
----------* The Audit Committee may delegate to one or more designated
members of the Audit Committee the authority to grant such pre-approvals;
provided, however, that the Audit Committee shall not delegate pre-approval
of the audit required by the 1934 Act. The decisions of any member or members
of the Audit Committee to whom such authority has been given shall be
reported to the full Audit Committee at each of its scheduled meetings.
A-3
(l) to receive and consider specific representations from the Fund's
independent auditor with respect to the independence of such
auditor, audit partner rotation, and conflicts of interest described
in Section 10A(l) of the 1934 Act, and to consider whether the
provision of any non-audit services to the Fund by the Fund's
independent auditor as described in Section VI(b) of this Charter is
compatible with maintaining the independence of the Fund's auditor;
(m) to assist the Fund, if necessary, in preparing any written
affirmation or written certification required to be filed with any
stock exchange on which Fund shares are listed;
(n) to discuss with Fund management and the Fund's independent auditor
policies with respect to risk assessment and risk management and the
quality and adequacy of the Fund's internal controls and processes
that could materially affect the Fund's financial statements and
financial reporting;
(o) to establish and administer policies and procedures relating to: (i)
the hiring of employees or former employees of the Fund's
independent auditor; and (ii) the resolution of any disagreements
between Fund management and the Fund's independent auditor regarding
accounting and/or financial reporting policies and procedures;
(p) to receive reports from the principal executive officer and the
principal financial officer, or persons performing similar
functions, regarding: (i) all significant deficiencies in the design
or operation of Fund internal controls that could adversely affect
the Fund's ability to record, process, summarize, and report
financial data and have identified for the Fund's independent
auditor any material weaknesses in internal controls; (ii) any
fraud, whether or not material, that involves Fund management or
other employees who have a significant role in the Fund's internal
controls; and (iii) whether or not there were significant changes in
the Fund's internal controls or in other factors that could
significantly affect the Fund's internal controls subsequent to the
date of their evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses;
(q) to obtain and review a report by the independent auditor provided at
least annually describing: the firm's internal quality-control
procedures; any material issues raised by the most recent internal
quality-control review, or peer review, of the firm, or by any
inquiry or investigation by government or professional authorities
within the preceding five years, respecting one or more independent
audits carried out by the firm, and any steps taken to deal with any
such issues; and all relationships between the independent auditors
and the Fund;
(r) to report its activities to the full Board on a regular basis and to
make such recommendations with respect to the above and other
matters as the Audit Committee may deem necessary or appropriate;
(s) to provide an annual performance evaluation of the Audit Committee;
(t) to review this Charter at least annually and recommend any changes
to the full Board of Directors; and
(u) to perform such other functions consistent with this Charter, the
Fund's Articles of Incorporation, the Fund's By-laws, and applicable
law, as the Audit Committee or the Board of Directors deems
necessary or appropriate.
In fulfilling their responsibilities under this Charter, it is recognized
that members of the Audit Committee are not full-time employees of the Fund. As
such, it is not the duty or responsibility of the Audit Committee or its members
to conduct "field work" or other types of auditing or accounting reviews or
procedures. Each member of the Audit Committee shall be entitled to rely on (i)
the integrity of those persons and organizations inside and outside the Fund
from which the Audit Committee receives information and (ii) the accuracy of the
financial and
A-4
other information provided to the Audit Committee by such persons or
organizations, absent actual knowledge to the contrary (which actual knowledge
shall be promptly reported to the Board of Directors).
Fund management is responsible for maintaining appropriate systems for
accounting. The Fund's independent auditor is responsible for conducting a
proper audit of the Fund's annual financial statements and is ultimately
accountable to the Audit Committee. The Audit Committee has the ultimate
authority and responsibility to select (subject, if applicable, to shareholder
approval) and evaluate the Fund's independent auditor, to determine the
compensation of the Fund's independent auditor and, where appropriate, to
replace the Fund's independent auditor.
VII. MEETINGS OF THE AUDIT COMMITTEE
The Audit Committee shall meet on a regular basis, generally twice per
year, and is empowered to hold special meetings as circumstances require. The
Audit Committee shall regularly meet with the Treasurer or the Assistant
Treasurer of the Fund and, as appropriate, with representatives of the
investment management company, administrator and other service providers
responsible for financial reporting and controls. Members of the Audit Committee
may participate in a meeting of the Audit Committee by means of conference call
or similar communications equipment by means of which all persons participating
in such meeting can hear each other.
VIII. AUTHORITY TO ENGAGE ADVISERS; FUNDING
The Audit Committee shall have the resources and authority appropriate to
discharge its responsibilities, including the authority to retain special
counsel and other experts or consultants, as the Audit Committee determines is
necessary to carry out its duties. The Fund shall provide for appropriate
funding, as determined by the Audit Committee, for payment of: (i) compensation
to the Fund's independent auditor for the purpose of preparing or issuing an
audit report or performing other audit, review or attest services for the Fund;
(ii) compensation to any advisers or independent counsel employed by the Audit
Committee under this Section VIII; and (iii) ordinary administrative expenses of
the Audit Committee that are necessary or appropriate in carrying out its
duties.
A-5
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 2, 2004
The undersigned stockholder of The Thai Capital Fund, Inc. (the "Fund") hereby
appoints John J. O'Keefe and Yuko Uchida, or either 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 2, 2004 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 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 30, 2004.
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?
-------------------------
CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE
/X/ PLEASE MARK VOTES AS IN THIS EXAMPLE.
THE THAI CAPITAL FUND, INC. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
PROPOSAL 1 BELOW.
1. To elect Directors of the Fund.
NOMINEE: Class I: (01) David G. Harmer
(02) Martin J. Gruber
FOR ALL NOMINEES / /
WITHHOLD FROM ALL NOMINEES / /
/ /
----------------------------
For all nominees except as noted above
NOTE: If you do not wish your shares
voted "FOR" a particular nominee, mark
the "For All Except" box and write the
name of the nominee on the line.
Mark box at right if an address change / /
or comment has been noted on the
reverse side of this Proxy Card.
Signature: Date: Signature: Date:
------- ----- ------- -----
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 2, 2004
The undersigned stockholder of The Singapore Fund, Inc. (the "Fund") hereby
appoints John J. O'Keefe and Yuko Uchida, or either 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 2, 2004 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 30, 2004.
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?
-------------------------
CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE
/X/ PLEASE MARK VOTES AS IN THIS EXAMPLE.
THE SINGAPORE FUND, INC. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
PROPOSAL 1 BELOW.
1. To elect Directors of the Fund.
NOMINEE: Class I: (01) David G. Harmer
(02) Oren G. Shaffer
FOR ALL NOMINEES / /
WITHHOLD FROM ALL NOMINEES / /
/ /
----------------------------
For all nominees except as noted above
NOTE: If you do not wish your shares
voted "FOR" a particular nominee, mark
the "For All Except" box and write the
name of the nominee on the line.
Mark box at right if an address change / /
or comment has been noted on the
reverse side of this Proxy Card.
Signature: Date: Signature: Date:
------- ----- ------- -----
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 2, 2004
The undersigned stockholder of The Japan Equity Fund, Inc. (the "Fund") hereby
appoints John J. O'Keefe and Yuko Uchida, or either 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 2, 2004 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 30, 2004.
CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE
/X/ PLEASE MARK VOTES AS IN THIS EXAMPLE.
THE JAPAN EQUITY FUND, INC. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
PROPOSAL 1 BELOW.
1. To elect Directors of the Fund.
NOMINEE: Class II: (01) David G. Harmer
(02) Oren G. Shaffer
FOR ALL NOMINEES / /
WITHHOLD FROM ALL NOMINEES / /
/ /
----------------------------
(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: Signature: Date:
------- ----- ------- -----