The
Thai Capital Fund, Inc.
|
General
Information (unaudited)
|
The
Thai Capital Fund, Inc.
|
The
Thai Capital Fund, Inc.
|
The
Thai Capital Fund,
Inc.
|
Shareholder
Letter (unaudited)
|
The
Thai Capital Fund, Inc.
|
/s/ Masaaki Goto
|
|
Masaaki
Goto
|
|
Chairman
of the Board
|
The
Thai Capital Fund, Inc.
|
Consolidated
Portfolio of Investments
|
December
31, 2009
|
THAI
COMMON STOCKS AND WARRANTS—95.88%
|
COMMON
STOCKS—95.60%
|
Shares
|
Value
|
Shares
|
Value
|
|||||||||||
Banks—20.16%
|
219,700 |
The
Siam Cement
|
||||||||||||
518,100
|
Bangkok
Bank Public
|
Public
Co., Ltd.
|
$ | 1,549,519 | ||||||||||
Co.,
Ltd.
|
$ | 1,803,726 | 2,221,174 | |||||||||||
2,405,800
|
Bank
of Ayudhya
|
Energy—25.05%
|
||||||||||||
Public
Co., Ltd.
|
1,624,579 | 120,300 |
Banpu
Public
|
|||||||||||
1,350,600
|
Kasikornbank
Public
|
Co.,
Ltd.
|
2,079,635 | |||||||||||
Co.,
Ltd.
|
3,445,439 | 748,600 |
PTT
Aromatics &
|
|||||||||||
769,100
|
Tisco
Financial Group
|
Refining
Public
|
||||||||||||
Public
Co., Ltd.
|
558,595 |
Co.,
Ltd.
|
572,913 | |||||||||||
7,432,339 | 773,200 |
PTT
Exploration and
|
||||||||||||
Commerce—9.40%
|
Production
Public
|
|||||||||||||
562,700
|
BIG
C Supercenter
|
Co.,
Ltd.
|
3,411,207 | |||||||||||
Public
Co., Ltd.
|
717,736 | 429,600 |
PTT
Public Co., Ltd.
|
3,171,745 | ||||||||||
2,000,000
|
CP
ALL Public
|
9,235,500 | ||||||||||||
Co.,
Ltd.
|
1,488,609 |
Finance
& Securities—3.69%
|
||||||||||||
9,169,400
|
Home
Product Center
|
2,050,800 |
Thanachart
Capital
|
|||||||||||
Public
Co., Ltd.
|
1,260,391 |
Public
Co., Ltd.
|
1,360,237 | |||||||||||
3,466,736 |
Food
& Beverage—5.42%
|
|||||||||||||
Communication—6.33%
|
1,575,200 |
Minor
International
|
||||||||||||
614,500
|
Advanced
Info Service
|
Public
Co., Ltd.
|
534,211 | |||||||||||
Public
Co., Ltd.
|
1,595,280 | 13,167,400 |
Premier
Marketing
|
|||||||||||
241,200
|
Interlink
Communication
|
Public
Co., Ltd.
|
869,404 | |||||||||||
Public
Co., Ltd.
|
63,703 | 652,800 |
Thai
Union Frozen
|
|||||||||||
629,900
|
Total
Access
|
Products
Public
|
||||||||||||
Communication
Public
|
Co.,
Ltd.
|
592,658 | ||||||||||||
Co.,
Ltd.
|
675,844 | 1,996,273 | ||||||||||||
2,334,827 |
Health
Care Services—3.94%
|
|||||||||||||
Construction—6.02%
|
8,497,475 |
Bangkok
Chain Hospital
|
||||||||||||
11,302,700
|
Tata
Steel Thailand
|
Public
Co., Ltd.
|
1,453,663 | |||||||||||
Public
Co., Ltd.*
|
671,655 |
Household
Goods—0.23%
|
||||||||||||
102,700 |
Modernform
Group
|
|||||||||||||
Public
Co., Ltd.
|
85,533 |
The
Thai Capital Fund, Inc.
|
Consolidated
Portfolio of Investments (continued)
|
December
31, 2009
|
COMMON
STOCKS (concluded)
|
Shares
|
Value
|
Shares
|
Value
|
|||||||||||
Machinery—0.31%
|
Transportation—2.34%
|
|||||||||||||
1,210,000
|
Unimit
Engineering
|
590,700 |
Bangkok
Expressway
|
|||||||||||
Public
Co., Ltd.
|
$ | 114,755 |
Public
Co., Ltd.
|
$ | 368,748 | |||||||||
Media
& Publishing—4.33%
|
605,500 |
Thoresen
Thai Agencies
|
||||||||||||
3,270,979
|
Amarin
Printing and
|
Public
Co., Ltd.
|
495,199 | |||||||||||
Publishing
Public
|
863,947 | |||||||||||||
Co.,
Ltd.
|
1,236,936 |
Total
Common Stocks
|
||||||||||||
500,000
|
MCOT
Public
|
(Cost—$29,265,310)
|
35,250,157 | |||||||||||
Co.,
Ltd.
|
360,147 |
WARRANTS—0.28%
|
||||||||||||
1,597,083 |
Property
Development—0.28%
|
|||||||||||||
Packaging—1.55%
|
500,000 |
Rojana
Industrial Park
|
||||||||||||
2,631,100
|
A.J.
Plast Public
|
Public
Co., Ltd.,
|
||||||||||||
Co.,
Ltd.
|
314,282 |
expires
7/30/2014*
|
96,789 | |||||||||||
1,362,400
|
Polyplex
Public
|
926,000 |
Thai
Industrial &
|
|||||||||||
Co.,
Ltd.
|
255,555 |
Engineering
Service
|
||||||||||||
569,837 |
Public
Co., Ltd.,
|
|||||||||||||
Personal
Products—1.73%
|
expires
5/27/2012*
|
7,504 | ||||||||||||
2,957,200
|
DSG
International
|
Total
Warrants
|
||||||||||||
(Thailand)
Public
|
(Cost—$25,180)
|
104,293 | ||||||||||||
Co.,
Ltd.
|
639,017 |
Total
Thai Common Stocks and
|
||||||||||||
Petrochemicals—0.82%
|
Warrants
(Cost—$29,290,490)
|
35,354,450 | ||||||||||||
136,200
|
PTT
Chemical Public
|
|||||||||||||
Co.,
Ltd.
|
302,488 | |||||||||||||
Property
Development—4.28%
|
||||||||||||||
2,881,100
|
Amata
Corporation
|
|||||||||||||
Public
Co., Ltd.
|
635,542 | |||||||||||||
1,500,000
|
Rojana
Industrial Park
|
|||||||||||||
Public
Co., Ltd.
|
468,191 | |||||||||||||
3,689,100
|
Thai
Industrial &
|
|||||||||||||
Engineering
Service
|
||||||||||||||
Public
Co., Ltd.*
|
59,788 | |||||||||||||
6,374,357
|
TRC
Construction
|
|||||||||||||
Public
Co., Ltd.
|
413,227 | |||||||||||||
1,576,748 |
The
Thai Capital Fund, Inc.
|
Consolidated
Portfolio of Investments (concluded)
|
December
31, 2009
|
SHORT-TERM
INVESTMENTS—5.15%
|
||||
Principal
Amount (000)
|
Value
|
|||
THAI BAHT SAVINGS
ACCOUNT—5.12%62,835 Bangkok Bank Savings Account, 0.25%,due
1/4/10
|
$ | 1,885,813 | ||
U.S. DOLLAR TIME
DEPOSIT—0.03%$11 JPMorgan Chase Bank,0.10%, due
1/4/10
|
10,807 | |||
Total
Short-Term Investments (Cost—$1,899,306)
|
1,896,620 | |||
Total
Investments—101.03% (Cost—$31,189,796)
|
37,251,070 | |||
Liabilities
in excess of other assets—(1.03%)
|
(379,009 | ) | ||
NET ASSETS (Applicable
to 3,172,313shares of capital stock outstanding; equivalent to $11.62 per
share) 100.00%
|
$ | 36,872,061 |
The
Thai Capital Fund, Inc.
|
EQUITY
CLASSIFICATIONS HELD
December
31, 2009
|
TEN
LARGEST EQUITY POSITIONS HELD
December
31, 2009
|
||||||||
Industry
|
Percent
of Net Assets
|
Percent
of Net Assets
|
|||||||
Energy
|
25.05 | % |
Kasikornbank
Public Co., Ltd.
|
9.34 | % | ||||
Banks
|
20.16 |
PTT
Exploration and Production Public Co., Ltd.
|
9.25 | ||||||
Commerce
|
9.40 | ||||||||
Communication
|
6.33 |
PTT
Public Co., Ltd.
|
8.60 | ||||||
Construction
|
6.02 |
Banpu
Public Co., Ltd.
|
5.64 | ||||||
Food
& Beverage
|
5.42 |
Bangkok
Bank Public Co., Ltd.
|
4.89 | ||||||
Property
Development **
|
4.56 |
Bank
of Ayudhya Public Co., Ltd.
|
4.41 | ||||||
Media
& Publishing
|
4.33 |
Advanced
Info Service Public Co., Ltd.
|
4.33 | ||||||
Health
Care Services
|
3.94 | ||||||||
Finance
& Securities
|
3.69 |
The
Siam Cement Public Co., Ltd.
|
4.20 | ||||||
Transportation
|
2.34 |
CP
ALL Public Co., Ltd.
|
4.04 | ||||||
Personal
Products
|
1.73 |
Bangkok
Chain Hospital Public Co., Ltd.
|
3.94 | ||||||
Packaging
|
1.55 | ||||||||
Petrochemicals
|
0.82 | ||||||||
Machinery
|
0.31 | ||||||||
Household
Goods
|
0.23 |
The
Thai Capital Fund, Inc.
|
Consolidated
Statement of Assets and Liabilities
|
December
31, 2009
|
Assets
|
||||
Investment
in securities, at value (cost—$31,189,796)
|
$ | 37,251,070 | ||
Receivable
for securities sold
|
9,614 | |||
Interest
receivable
|
204 | |||
Prepaid
expenses
|
4,697 | |||
Total
assets
|
37,265,585 | |||
Liabilities
|
||||
Accrued
Thai repatriation tax
|
259,630 | |||
Payable
for management fees
|
20,580 | |||
Payable
for advisory fees
|
6,202 | |||
Payable
for other affiliates
|
10,557 | |||
Audit
and tax services
|
60,700 | |||
Accrued
expenses and other liabilities
|
35,855 | |||
Total
liabilities
|
393,524 | |||
Net
Assets
|
$ | 36,872,061 | ||
Net
Assets consist of:
|
||||
Capital
stock, $0.01 par value per share; total 100,000,000 shares
authorized;3,172,313 shares issued and outstanding
|
$ | 31,723 | ||
Paid-in
capital in excess of par value
|
35,225,400 | |||
Accumulated
net realized loss on investments and foreign currency
transactions
|
(4,249,364 | ) | ||
Net
unrealized appreciation on investments and other assets and liabilities
denominated in foreign currency
|
5,864,302 | |||
Net
assets applicable to shares outstanding
|
$ | 36,872,061 | ||
Net
Asset Value Per Share
|
$ | 11.62 |
The
Thai Capital Fund, Inc.
|
Consolidated
Statement of Operations
|
For
the Year Ended December 31, 2009
|
Investment
income:
|
||||
Dividends
|
$ | 1,175,495 | ||
Interest
|
8,588 | |||
Total
investment income
|
1,184,083 | |||
Expenses:
|
||||
Investment
management fee
|
179,893 | |||
Investment
advisory fee
|
177,281 | |||
Administration
fee
|
171,000 | |||
Audit
and tax services
|
75,800 | |||
Legal
fees and expenses
|
63,883 | |||
Thai
repatriation tax expense
|
56,727 | |||
Directors’
fees and expenses
|
45,025 | |||
Reports
and notices to shareholders
|
39,027 | |||
Custodian
fees and expenses
|
37,949 | |||
Transfer
agency fee and expenses
|
10,492 | |||
Insurance
expense
|
10,070 | |||
Other
|
57,838 | |||
Total
expenses before expense waivers
|
924,985 | |||
Less
waiver of:
|
||||
Administration
fee
|
(50,000 | ) | ||
Investment
advisory fee
|
(118,187 | ) | ||
Net
expenses
|
756,798 | |||
Net
investment income
|
427,285 | |||
Realized
and unrealized gains/(losses) from investment activities and foreign
currency transactions:
|
||||
Net
realized losses on investments
|
(3,220,559 | ) | ||
Net
realized foreign currency transaction gains
|
181,298 | |||
Net
change in unrealized appreciation on equity investments, net of $202,963
Thai tax provision
|
16,794,352 | |||
Net
change in unrealized appreciation on short-term investments and other
assets and liabilities denominated in foreign currency
|
2,313 | |||
Net
realized and unrealized gains from investment activities and foreign
currency transactions
|
13,757,404 | |||
Net
increase in net assets resulting from operations
|
$ | 14,184,689 |
The
Thai Capital Fund, Inc.
|
Consolidated
Statement of Changes in Net Assets
|
For
the Years Ended December 31,
|
||||||||
2009
|
2008
|
|||||||
Increase
(decrease) in net assets from operations:
|
||||||||
Net
investment income
|
$ | 427,285 | $ | 431,920 | ||||
Net
realized gain (loss) on:
|
||||||||
Investments
|
(3,220,559 | ) | 2,373,709 | |||||
Foreign
currency transactions
|
181,298 | (220,186 | ) | |||||
Net
change in unrealized appreciation (depreciation) on:
|
||||||||
Investments
in equity securities
|
16,794,352 | (21,141,555 | ) | |||||
Translation
of short-term investments and other assets and liabilities denominated in
foreign currency
|
2,313 | (2,641 | ) | |||||
Net
increase (decrease) in net assets resulting from
operations
|
14,184,689 | (18,558,753 | ) | |||||
Dividends
to shareholders from:
|
||||||||
Net
investment income
|
(551,113 | ) | (265,695 | ) | ||||
From
capital stock transactions:
|
||||||||
Sale
of capital stock resulting from reinvestment of dividends
|
48,762 | 28,282 | ||||||
Net
increase (decrease) in net assets
|
13,682,338 | (18,796,166 | ) | |||||
Net
assets:
|
||||||||
Beginning
of year
|
23,189,723 | 41,985,889 | ||||||
End
of year (including accumulated net investment loss of $0 and $(51,822),
respectively)
|
$ | 36,872,061 | $ | 23,189,723 |
The
Thai Capital Fund, Inc.
|
Notes
to Consolidated Financial
Statements
|
|
Level
1—
|
Inputs
that reflect unadjusted quoted prices in active markets for identical
assets or liabilities that the Fund has the ability to access at the
measurement date;
|
|
Level
2—
|
Inputs
other than quoted prices that are observable for the asset or liability
either directly or indirectly, including inputs in markets that are not
considered to be active;
|
|
Level
3—
|
Inputs
that are unobservable.
|
The
Thai Capital Fund, Inc.
|
Notes
to Consolidated Financial Statements
(continued)
|
Valuation
Inputs
|
Investments
in Securities
|
|||
Level
1—Quoted Prices
|
$ | 35,354,450 | ||
Level
2—Other Significant Observable Inputs
|
— | |||
Level
3—Significant Unobservable Inputs
|
— | |||
Total
|
$ | 35,354,450 |
The
Thai Capital Fund, Inc.
|
Notes
to Consolidated Financial Statements
(continued)
|
The
Thai Capital Fund, Inc.
|
Notes
to Consolidated Financial Statements
(continued)
|
Ordinary Income
|
Accumulated Long-term Capital
Loss
|
Unrealized Appreciation/Depreciation
|
|||||||
-0-
|
$ | (4,059,011 | ) | $ | 5,701,260 |
The
Thai Capital Fund, Inc.
|
Notes
to Consolidated Financial Statements
(continued)
|
The
Thai Capital Fund, Inc.
|
Financial
Highlights
|
For
the Years Ended December 31,
|
||||||||||||||||||||
2009
|
2008
|
2007
|
2006
|
2005
|
||||||||||||||||
Net
asset value, beginning of year
|
$ | 7.32 | $ | 13.27 | $ | 10.11 | $ | 8.92 | $ | 8.88 | ||||||||||
Net
investment income
|
0.13 | * | 0.14 | * | 0.17 | * | 0.16 | * | 0.12 | * | ||||||||||
Net
realized and unrealized gains (losses) on investments and foreign currency
transactions
|
4.34 | * | (6.01 | ) | 3.19 | * | 1.31 | 0.01 | ||||||||||||
Net
increase (decrease) in net asset value resulting from
operations
|
4.47 | (5.87 | ) | 3.36 | 1.47 | 0.13 | ||||||||||||||
Less: dividends
and distributions to shareholders
|
||||||||||||||||||||
Net
investment income
|
(0.17 | ) | (0.08 | ) | (0.20 | ) | (0.28 | ) | (0.09 | )** | ||||||||||
Net
asset value, end of year
|
$ | 11.62 | $ | 7.32 | $ | 13.27 | $ | 10.11 | $ | 8.92 | ||||||||||
Per
share market value, end of year
|
$ | 9.83 | $ | 6.71 | $ | 13.59 | $ | 11.21 | $ | 8.99 | ||||||||||
Total
investment return:(a)
|
||||||||||||||||||||
Based
on market price at beginning and end of year, assuming reinvestment of
dividends
|
49.11 | % | (50.00 | )% | 23.09 | % | 27.89 | % | 6.89 | % | ||||||||||
Based
on net asset value at beginning and end of year, assuming reinvestment of
dividends
|
61.57 | % | (44.14 | )% | 33.27 | % | 16.24 | % | 1.40 | % | ||||||||||
Ratios
and supplemental data:
|
||||||||||||||||||||
Net
assets, end of year (in millions)
|
$ | 36.9 | $ | 23.2 | $ | 42.0 | $ | 31.8 | $ | 28.0 | ||||||||||
Ratios
to average net assets of:
|
||||||||||||||||||||
Expenses,
before waivers of Administration and Advisory fees and excluding Thai
taxes applicable to net investment income
|
2.93 | % | 3.11 | % | 2.57 | % | 2.66 | % | 3.04 | % | ||||||||||
Expenses,
after waivers of Administration and Advisory fees and including Thai taxes
applicable to net investment income
|
2.55 | % | 2.65 | % | 2.20 | % | 2.39 | % | 2.58 | % | ||||||||||
Expenses,
after waivers of Administration and Advisory fees and excluding Thai taxes
applicable to net investment income
|
2.36 | % | 2.57 | % | 2.04 | % | 2.10 | % | 2.46 | % | ||||||||||
Expenses,
before waivers of Administration and Advisory fees and including Thai
taxes applicable to net investment income
|
3.12 | % | 3.19 | % | 2.74 | % | 2.95 | % | 3.16 | % | ||||||||||
Net
investment income
|
1.44 | % | 1.21 | % | 1.45 | % | 1.57 | % | 1.36 | % | ||||||||||
Portfolio
turnover
|
70.92 | % | 80.06 | % | 90.30 | % | 129.02 | % | 70.01 | % |
*
|
After
Thai taxes applicable to net investment income and/or net realized and
unrealized gains (losses).
|
**
|
Actual
dividend equals $0.095 per share.
|
(a)
|
Total
investment return based on market value is calculated assuming that shares
of the Fund’s common stock were purchased at the closing market price as
of the beginning of the year, dividends, capital gains and other
distributions were reinvested as provided for in the Fund’s dividend
reinvestment plan and then sold at the closing market price per share on
the last day of the period. The computation does not reflect
any sales commission investors may incur in purchasing or selling shares
of the Fund. The total investment return based on the net asset
value is similarly computed except that the Fund’s net asset value is
substituted for the closing market
value.
|
The
Thai Capital Fund,
Inc.
|
Report
of Independent Registered Public Accounting
Firm
|
The
Thai Capital Fund, Inc.
|
Tax
Information (unaudited)
|
The
Thai Capital Fund, Inc.
|
Information
Concerning Directors and Officers
(unaudited)
|
Name
(Age) and Address
of
Directors/Officers
|
Principal
Occupation or Employment and Directorships in Publicly Held Companies
During Past Five Years
|
Director
or Officer of Fund Since
|
Number
of
Fund
in Fund
Complex
for Which
Director
Serves
(1)
|
|||
Directors
|
||||||
Austin
C. Dowling (77)
672
Medford Leas
Medford,
NJ 08055
|
Retired;
Director, The Japan Equity Fund, Inc., since 1992; Director, The Singapore
Fund, Inc., since 2000.
|
Class
II Director
since
1990
|
3
|
|||
*
Masaaki Goto (50)
Daiwa
Securities America Inc.
Financial
Square
32
Old Slip
New
York, NY 10005
|
Chairman
and Corporate Executive Officer, Daiwa America Corporation, since April
2009; Head of Corporate Communication Department, Daiwa Securities Group
Inc., from April 2006 to April 2009; Corporate Executive Officer and Chief
Legal Officer, Daiwa Securities Group Inc., from April 2007 to April 2009;
General Manager, Daiwa Securities Group Inc., from October 2006 to April
2007; General Manager and Head of Structured Finance
Department. Daiwa Securities SMBC Co. Ltd., from October 2005
to October 2006; Chairman of the Board, The Singapore Fund, Inc., since
2009.
|
Chairman
of the Board and Class III Director
since
2009
|
2
|
|||
Martin
J. Gruber (72)
229
South Irving Street
Ridgewood,
NJ 07450
|
Professor
of Finance, Leonard N. Stern School of Business, New York University,
since 1965; Director, The Japan Equity Fund, Inc., since 1992; Director,
The Singapore Fund, Inc., since 2000; Trustee, DWS Scudder Mutual Funds,
from 1992 to 2008; Trustee, C.R.E.F., from 2001 to 2005 and Chairman from
2003 to 2005; Director, National Bureau of Economic Research, since
2005.
|
Class
I Director
since
2000
|
3
|
|||
David
G. Harmer (66)
10911
Ashurst Way
Highlands
Ranch, CO 80130
|
Retired;
Director of Community and Economic Development, City of Ogden, from July
2005 to October 2008; Public Services Department Director, City of Ogden,
from February 2005 to July 2005; Executive Director, Department of
Community and Economic Development for the State of Utah, from May 2002 to
January 2005; Director, The Japan Equity Fund, Inc., since 1997; Director,
The Singapore Fund, Inc., since 1996.
|
Class
I Director
since
2000
|
3
|
The
Thai Capital Fund, Inc.
|
Information
Concerning Directors and Officers (unaudited)
(continued)
|
Richard
J. Herring (63)
327
South Roberts Road
Bryn
Mawr, PA 19010
|
Jacob
Safra Professor of International Banking and Professor, Finance
Department, The Wharton School, University of Pennsylvania, since July
1972; Co-Director, Wharton Financial Institutions Center, since July 2000;
Director, Lauder Institute of International Management Studies, from July
2000 to June 2006; Director, The Singapore Fund, Inc., since 2007;
Director, The Japan Equity Fund, Inc., since 2007; Trustee, DWS Scudder
Mutual Funds (and certain predecessor funds), since 1990; Co-chair of the
Shadow Financial Regulatory Committee, since 2000; Executive Director of
the Financial Economists Roundtable, since 2008.
|
Class
III Director
since
2007
|
3
|
|||
Rahn
K. Porter (55)
944
East Rim Road
Franktown,
CO 80116
|
Senior
Vice President and Treasurer, Qwest Communications International Inc.,
since June 2008; Senior Vice President of Investor Relations, Qwest
Communications International Inc., from September 2007 to June 2008; Vice
President of Finance, Qwest Communications International Inc., from March
2003 to September 2007; Director, The Singapore Fund, Inc., since 2007;
Director, The Japan Equity Fund, Inc., since 2007.
|
Class
II Director
since
2007
|
3
|
|||
Officers
|
||||||
John
J. O’Keefe (50)
One
Evertrust Plaza
Jersey
City, NJ 07302-3051
|
Vice
President and Treasurer, The Japan Equity Fund, Inc. and The Singapore
Fund, Inc., since 2000; Vice President, Fund Accounting Department of
Daiwa Securities Trust Company since June 2000.
|
Vice
President and Treasurer of the Fund since 2000
|
—
|
|||
Yuko
Tatezawa (31)
One
Evertrust Plaza
Jersey
City, NJ 07302-3051
|
Vice
President, Daiwa Securities Trust Company, since October 2008; Client
Reporting Department of Daiwa Securities Trust Company, from 2002 to 2008;
Secretary, The Singapore Fund, Inc. and The Japan Equity Fund, Inc., since
2004.
|
Secretary
of the Fund since 2004
|
—
|
|||
Anthony
Cambria (55)
One
Evertrust Plaza
Jersey
City, NJ 07302-3051
|
Chief
Compliance Officer, The Singapore Fund, Inc. and The Japan Equity Fund,
Inc., since 2004; Director and Executive Vice President, Daiwa Securities
Trust Company, since 1999.
|
Chief
Compliance Officer of the Fund
since
2004
|
—
|
The
Thai Capital Fund, Inc.
|
Information
Concerning Directors and Officers (unaudited)
(concluded)
|
Leonard
B. Mackey, Jr. (59)
31
West 52nd
Street
New
York, NY 10019-6131
|
Consultant,
since 2007 and Partner from 1983 to 2007 in the law firm of Clifford
Chance US LLP; Assistant Secretary, The Singapore Fund, Inc. and The Japan
Equity Fund, Inc., since 2004.
|
Assistant
Secretary of the Fund since 2004
|
—
|
1
|
“Fund
Complex” includes the Fund, The Japan Equity Fund, Inc. and The Singapore
Fund, Inc., which are the only registered investment companies advised by
SCB Asset Management Co., Ltd., DBS Asset Management (United States) Pte.
Ltd., Daiwa SB Investments (Singapore) Ltd., Daiwa SB Investments (USA)
Ltd., Daiwa SB Investments Ltd. or their respective
affiliates.
|
*
|
Director
so noted is deemed by the Fund’s counsel to be an “interested person” (as
defined in the U.S. Investment Company Act of 1940, as
amended). Mr. Goto is deemed an interested person of the Fund
because of his affiliation with Daiwa Securities America Inc., an
affiliate of the Fund’s investment adviser, Daiwa SB Investments
(Singapore) Ltd.
|
BOARD
OF DIRECTORS
|
|
Masaaki
Goto, Chairman
|
|
Austin
C. Dowling
|
|
Martin
J. Gruber
|
|
David
G. Harmer
|
|
Richard
J. Herring
|
|
Rahn
K. Porter
|
|
OFFICERS
|
|
John
J. O’Keefe
|
|
Vice
President and Treasurer
|
Annual
Report
December
31, 2009
|
Yuko
Tatezawa
|
|
Secretary
|
|
Anthony
Cambria
|
|
Chief
Compliance Officer
|
|
Leonard
B. Mackey, Jr.
|
|
Assistant
Secretary
|
|
ADDRESS
OF THE FUND
|
|
c/o
Daiwa Securities Trust Company
|
|
One
Evertrust Plaza, 9th Floor
|
|
Jersey
City, NJ 07302-3051
|
|
INVESTMENT
MANAGER
|
|
SCB
Asset Management Co., Ltd.
|
|
INVESTMENT
ADVISER
|
|
Daiwa
SB Investments (Singapore) Ltd.
|
The
Thai Capital
Fund, Inc. |
ADMINISTRATOR
|
|
Daiwa
Securities Trust Company
|
|
CUSTODIANS
|
|
Bangkok
Bank Public Company, Ltd.
|
|
(Thai
Custodian)
|
|
Daiwa
Securities Trust Company
|
|
(U.S.
Custodian)
|
|
TRANSFER
AGENT AND REGISTRAR
|
|
American
Stock Transfer & Trust Company
|
|
LEGAL
COUNSEL
|
|
Clifford
Chance US LLP
|
|
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
|
|
PricewaterhouseCoopers
LLP
|
|
Notice
is hereby given in accordance with Section 23(c) of the Investment Company
Act of 1940 that from time to time the Fund may purchase shares of its
common stock in the open market at prevailing market
prices.
|
|
This
report is sent to shareholders of the Fund for their
information. It is not a prospectus, circular or representation
intended for use in the purchase or sale of shares of the Fund or of any
securities mentioned in the report.
|
(a)
|
The
registrant has adopted a code of ethics (the “Code of Ethics”) that
applies to the registrant’s principal executive officer, principal
financial officer and principal accounting officer. A copy of
the registrant’s Code of Ethics is attached hereto as Exhibit
(a)(1).
|
(b)
|
No
information need be disclosed pursuant to this
paragraph.
|
(c)
|
The
registrant has not amended the Code of Ethics during the period covered by
the shareholder report presented in Item 1
hereto.
|
(d)
|
The
registrant has not granted a waiver or an implicit waiver from a provision
of the Code of Ethics during the period covered by this
report.
|
(e)
|
Not
applicable.
|
(f)
|
(1)
|
The
Code of Ethics is attached hereto as Exhibit
(a)(1).
|
|
(2)
|
Not
applicable.
|
|
(3)
|
Not
applicable.
|
2009
|
||||||||
Registrant
|
Covered Entities(1)
|
|||||||
Audit
Fees
|
$ | 67,100 | N/A | |||||
Non-Audit
Fees
|
||||||||
Audit-Related
Fees
|
$ | 8,000 | (2) | – | ||||
Tax
Fees
|
$ | 8,400 | (3) | $ | 2,000 | (4) | ||
All
Other Fees
|
– | – | ||||||
Total
Non-Audit Fees
|
$ | 16,400 | – | |||||
Total
|
$ | 83,500 | $ | 2,000 |
2008
|
||||||||
Registrant
|
Covered Entities(1)
|
|||||||
Audit
Fees
|
$ | 67,100 | N/A | |||||
Non-Audit
Fees
|
||||||||
Audit-Related
Fees
|
$ | 8,000 | (2) | – | ||||
Tax
Fees
|
$ | 8,400 | (3) | $ | 2,000 | (4) | ||
All
Other Fees
|
– | – | ||||||
Total
Non-Audit Fees
|
$ | 16,400 | – | |||||
Total
|
$ | 83,500 | $ | 2,000 |
(1)
|
“Covered
Entities” include the registrant’s investment adviser (excluding any
sub-adviser whose role is primarily portfolio management and is
subcontracted with or overseen by another investment adviser) and any
entity controlling, controlled by or under common control with the
registrant’s adviser that provides ongoing services to the
registrant.
|
(2)
|
Audit
Related Fees for 2008 and 2009 were $8,000 for the audit of the Thai
Investment Plan performed by PricewaterhouseCoopers
Bangkok.
|
(3)
|
Tax
Fees represent fees received for tax compliance services provided to the
registrant, including the review of tax
returns.
|
(4)
|
Related
to tax representative services for Daiwa SB Investments (H.K.) Ltd.
performed by PricewaterhouseCoopers
Taiwan.
|
(e)
|
(1)
|
Before
the registrant’s principal accountant is engaged to render audit or
non-audit services to the registrant and non-audit services to the
registrant’s investment adviser and its affiliates, each engagement is
approved by the registrant’s audit
committee.
|
(e)
|
(2)
|
0%
of the services described in each of (b) through (d) of this Item 4 were
approved by the registrant’s audit committee pursuant to paragraph
(c)(7)(i)(C) of Rule 2-01 of Regulation
S-X.
|
(f)
|
Not
applicable.
|
(g)
|
See
table above.
|
(h)
|
The
registrant’s audit committee of the board of directors has considered
whether the provision of non-audit services that were rendered to Covered
Entities that were not pre-approved pursuant to paragraph (c)(7)(ii) of
Rule 2-01 of Regulation S-X is compatible with maintaining the auditors’
independence in performing audit
services.
|
(a)
|
The
registrant’s principal executive and principal financial officers have
concluded that the registrant’s disclosure controls and procedures (as
defined in Rule 30a-3(c) under the Investment Company Act of 1940, as
amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a
date within 90 days of the filing date of this Form N-CSR based on their
evaluation of these controls and procedures required by Rule 30a-3(b)
under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b)
under the Exchange Act (17 CFR 240.13a-15(b) or
240.15d-15(b)).
|
(b)
|
There
were no changes in the registrant’s internal control over financial
reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR
270.30a-3(d))) that occurred during the registrant’s second fiscal quarter
that have materially affected, or are reasonably likely to materially
affect, the registrant’s internal control over financial
reporting.
|
(a)(1)
|
Code
of Ethics for Principal Executive and Senior Financial
Officers.
|
(a)(2)
|
Certifications
required by Rule 30a-2(a) of the Investment Company Act of 1940, as
amended.
|
(b)
|
Certifications
required by Section 906 of the Sarbanes-Oxley Act of
2002.
|
(c)
|
Proxy
Voting Guidelines for the registrant and its
adviser.
|
The
Thai Capital Fund, Inc.
|
||
By
|
/s/ John J. O’Keefe
|
|
John
J. O’Keefe, Principal Financial
Officer
|
By
|
/s/ John J. O’Keefe
|
|
John
J. O’Keefe, Principal Financial Officer
|
||
Date: March
1, 2010
|
||
By
|
/s/ Masaaki Goto
|
|
Masaaki
Goto, Chairman
|
||
Date: March
1, 2010
|
I.
|
This
Code of Ethics (the “Code”) for The Thai Capital Fund, Inc., The Singapore
Fund, Inc. and The Japan Equity Fund, Inc. (each a “Fund” and collectively
the “Funds”) applies to each Fund’s President and Treasurer (or persons
performing similar functions) (“Covered Officers”) for the purpose of
promoting:
|
|
·
|
honest
and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional
relationships;
|
|
·
|
full,
fair, accurate, timely and understandable disclosure in reports and
documents that a Fund files with, or submits to, the Securities and
Exchange Commission (“SEC”) and in other public communications made by a
Fund;
|
|
·
|
compliance
with applicable laws and governmental rules and
regulations;
|
|
·
|
prompt
internal reporting of violations of the Code to an appropriate person or
persons identified in the Code; and
|
|
·
|
accountability
for adherence to the Code.
|
II.
|
Covered
Officers Should Handle Ethically Actual and Apparent Conflicts of
Interest
|
|
·
|
use
his personal influence or personal relationships improperly to influence
investment decisions or financial reporting by a Fund whereby the Covered
Officer would benefit personally to the detriment of a
Fund;
|
|
·
|
cause
a Fund to take action, or fail to take action, for the individual personal
benefit of the Covered Officer rather than the benefit of the Fund;
and
|
|
·
|
use
material non-public knowledge of portfolio transactions made or
contemplated for, or actions proposed to be taken by, a Fund to trade
personally or cause others to trade personally in contemplation of the
market effect of such transactions.
|
|
·
|
accepting
directly or indirectly, anything of value, including gifts and gratuities
in excess of $100 per year from any person or entity with which a Fund has
current or prospective business dealings, not including occasional meals
or tickets to theatre or sporting events or other similar entertainment,
provided it is business-related, reasonable in cost, appropriate as to
time and place and not so frequent as to raise any question of
impropriety;
|
|
·
|
any
ownership interest in, or any consulting or employment relationship with,
any of a Fund’s service providers, other than its Investment Adviser or
Investment Manager or any affiliated person thereof;
and
|
|
·
|
a
direct or indirect financial interest in commissions, transaction charges
or spreads paid by a Fund for effecting portfolio transactions or for
selling or redeeming shares other than an interest arising from the
Covered Officer’s employment, such as compensation or equity
ownership.
|
III.
|
Disclosure
and Compliance
|
|
·
|
Each
Covered Officer should familiarize himself with the disclosure and
compliance requirements generally applicable to a
Fund;
|
|
·
|
Each
Covered Officer should not knowingly misrepresent, or cause others to
misrepresent, facts about a Fund to others, whether within or outside a
Fund, including to a Fund’s directors and auditors, or to governmental
regulators and self-regulatory
organizations;
|
|
·
|
Each
Covered Officer should, to the extent appropriate within his area of
responsibility, consult with other officers and employees of a Fund and
its Investment Adviser or Investment Manager with the goal of promoting
full, fair, accurate, timely and understandable disclosure in the reports
and documents a Fund files with, or submits to, the SEC and in other
public communications made by a Fund;
and
|
|
·
|
It
is the responsibility of each Covered Officer to promote compliance with
the standards and restrictions imposed by applicable laws, rules and
regulations.
|
IV.
|
Reporting
and Accountability
|
|
·
|
upon
adoption of the Code or (thereafter as applicable, upon becoming a Covered
Officer), affirm in writing to the Board that he has received, read and
understands the Code;
|
|
·
|
annually
thereafter affirm to the Board that he has complied with the requirements
of the Code;
|
|
·
|
not
retaliate against any other Covered Officer or any employee of a Fund or
their affiliated persons for reports of potential violations that are made
in good faith; and
|
|
·
|
notify
the Audit Committee promptly if he knows of any violation of this
Code. Failure to do so is itself a violation of this
Code.
|
|
·
|
the
Audit Committee will take all appropriate action to investigate any
potential violations reported to
it;
|
|
·
|
if,
after such investigation, the Audit Committee believes that no violation
has occurred, the Audit Committee is not required to take any further
action;
|
·
|
if
the Audit Committee determines that a violation has occurred, it will
consider appropriate action, which may include review of, and appropriate
modifications to, applicable policies and procedures; notification to
appropriate personnel of the Investment Adviser or its board; or a
recommendation to dismiss the Covered
Officer;
|
|
·
|
the
Audit Committee will be responsible for granting waivers of this Code, as
appropriate; and
|
|
·
|
any
changes to or waivers of this Code will, to the extent required, be
disclosed as provided by SEC rules.
|
V.
|
Changes
To or Waivers of the Code
|
VI.
|
Other
Policies and Procedures
|
VII.
|
Amendments
|
VIII.
|
Confidentiality
|
IX.
|
Internal
Use
|
1.
|
I
have reviewed this report on Form N-CSR of The Thai Capital Fund,
Inc.:
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations, changes in net assets, and
cash flows (if the financial statements are required to include a
statement of cash flows) of the registrant as of, and for, the periods
presented in this report;
|
4.
|
The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Rule 30a-3(c) under the Investment Company Act of 1940) and
internal control over financial reporting (as defined in Rule 30a-3(d)
under the Investment Company Act of 1940) for the registrant and
have:
|
|
(a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
(b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
(c)
|
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of a date within 90 days prior
to the filing date of this report based on such evaluation;
and
|
|
(d)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the second fiscal quarter of the
period covered by this report that has materially affected, or is
reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and
|
5.
|
The
registrant’s other certifying officer and I have disclosed to the
registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent
functions):
|
|
(a)
|
all
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize, and report financial information;
and
|
|
(b)
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
Date: March
1, 2010
|
|
/s/ John J. O’Keefe
|
|
John
J. O’Keefe, Principal Financial
Officer
|
1.
|
I
have reviewed this report on Form N-CSR of The Thai Capital Fund,
Inc.;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations, changes in net assets, and
cash flows (if the financial statements are required to include a
statement of cash flows) of the registrant as of, and for, the periods
presented in this report;
|
4.
|
The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Rule 30a-3(c) under the Investment Company Act of 1940) and
internal control over financial reporting (as defined in Rule 30a-3(d)
under the Investment Company Act of 1940) for the registrant and
have:
|
|
(a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
(b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
(c)
|
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of a date within 90 days prior
to the filing date of this report based on such evaluation;
and
|
|
(d)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the second fiscal quarter of the
period covered by this report that has materially affected, or is
reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and
|
5.
|
The
registrant’s other certifying officer and I have disclosed to the
registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent
functions):
|
|
(a)
|
all
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize, and report financial information;
and
|
|
(b)
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
Date: March
1, 2010
|
||
By
|
/s/ Masaaki Goto
|
|
Masaaki
Goto, Principal Executive
Officer
|
|
1.
|
such
Form N-CSR fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934;
and
|
|
2.
|
the
information contained in such Form N-CSR fairly presents, in all material
respects, the financial condition and results of operations of the
Fund.
|
Dated: March
1, 2010
|
||
By:
|
/s/ John J. O’Keefe
|
|
John
J. O’Keefe, Principal Financial
Officer
|
|
1.
|
such
Form N-CSR fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934;
and
|
|
2.
|
the
information contained in such Form N-CSR fairly presents, in all material
respects, the financial condition and results of operations of the
Fund.
|
Dated: March
1, 2010
|
||
By:
|
/s/ Masaaki Goto
|
|
Masaaki
Goto, Principal Executive Officer
|
I.
|
Policy
|
II.
|
Fiduciary
Duty
|
III.
|
Procedures
|
1
|
As
it is used in this document, the term “conflict of interest” refers to a
situation in which the Investment Manager or affiliated persons of the
Investment Manager have a financial interest in a matter presented by a
proxy other than the obligation they incur as Investment Manager to the
Fund which could potentially compromise the Investment Manager’s
independence of judgment and action with respect to the voting of the
proxy.
|
IV.
|
Revocation
|
V.
|
Annual
Filing
|
VI.
|
Disclosures
|
|
A.
|
The
Fund shall include in its annual report filed on Form
N-CSR:
|
VII.
|
Review
of Policy
|
2
|
The
Fund must file its first report on Form N-PX not later than August 31,
2004, for the twelve-month period beginning July 1, 2003, and ending June
30, 2004.
|
|
a.
|
The
portfolio management team will refer to the Legal and compliance team any
proxy votes that are issued by existing clients or where SCBAM holds a
significant voting percentage of the company. The Legal and
compliance team will make the initial determination about whether a
material conflict of interest exists based on the facts and circumstances
of each particular situation.
|
|
b.
|
If
our proposed vote is consistent with our stated proxy voting policy, no
further review is necessary.
|
|
c.
|
If
our proposed vote is contrary to our stated proxy voting policy but is
also contrary to management’s recommendation, no further review is
necessary.
|
|
d.
|
If
our proposed vote is contrary to our stated proxy voting policy and is
consistent with management’s recommendation, the proposal is escalated to
the proxy committee for final review and
determination.
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