ITEM 10 (b) and (c)
Proxy Voting Policy and Procedures


The Board of Directors of The Thai Capital Fund, Inc. (the
"Fund") hereby adopts the following policy and procedures
with respect to voting proxies relating to Fund securities
managed by SCB Asset Management. (the "Investment Manager").

I.	Policy

It is the policy of the Board of Directors of the Fund (the
"Board") to delegate the responsibility for voting proxies
relating to securities held by the Fund to the Investment
Manager as part of the Investment Manager's general
management of the Fund's assets, subject to the Board's
continuing oversight.  The Board of Directors of the Fund
hereby delegates such responsibility to the Investment
Manager, and directs the Investment Manager to vote proxies
relating to Fund portfolio securities managed by the
Investment Manager consistent with the duties and procedures
set forth below.  The Investment Manager may retain one or
more vendors to review, monitor and recommend how to vote
proxies in a manner consistent with the duties and procedures
set forth below, to ensure such proxies are voted on a timely
basis and to provide reporting and/or record retention
services in connection with proxy voting for the Fund.

II.	Fiduciary Duty

The right to vote a proxy with respect to securities held by
the Fund is an asset of the Fund.  The Investment Manager, to
which authority to vote on behalf of the Fund is delegated,
acts as a fiduciary of the Fund and must vote proxies in a
manner consistent with the best interest of the Fund and its
shareholders.  In discharging this fiduciary duty, the
Investment Manager must maintain and adhere to its policies
and procedures for addressing conflicts of interest and must
vote in a manner substantially consistent with its policies,
procedures and guidelines, as presented to the Board.

III.	Procedures

The following are the procedures adopted by the Board for the
administration of this policy.

	A.  Review of Investment Manager's Proxy Voting
Procedures.  The Investment Manager shall present to the
Board their policies, procedures and other guidelines
for voting proxies at least annually, and must notify
the Board promptly of material changes to any of these
documents, including changes to policies addressing
conflicts of interest.

	B.  Voting Record Reporting.  The Investment Manager
shall provide the voting record information necessary
for the completion and filing of Form N-PX to the Fund
at least annually.  Such voting record information shall
be in a form acceptable to the Fund and shall be
provided at such time(s) as are required for the timely
filing of Form N-PX and at such additional time(s) as
the Fund and the Investment Manager may agree from time
to time.  With respect to those proxies that the
Investment Manager has identified as involving a
conflict of interest , the Investment Manager shall
submit a separate report indicating the nature of the
conflict of interest and how that conflict was resolved
with respect to the voting of the proxy.

	C.  Record Retention.  The Investment Manager shall
maintain such records with respect to the voting of
proxies as may be required by the Investment Advisers
Act of 1940 and the rules promulgated thereunder or by
the Investment Company Act of 1940 and the rules
promulgated thereunder.

	D.  Conflicts of Interest.  Any actual or potential
conflicts of interest between the Investment Manager and
the Fund's shareholders arising from the proxy voting
process will be addressed by the Investment Manager and
the Investment Manager's application of its proxy voting
procedures pursuant to the delegation of proxy voting
responsibilities to the Investment Manager.  In the
event that the Investment Manager notifies the
officer(s) of the Fund that a conflict of interest
cannot be resolved under the Investment Manager's Proxy
Voting Procedures, such officer(s) are responsible for
notifying the Chairman of the Board of the Fund of the
irreconcilable conflict of interest and assisting the
Chairman with any actions he determines are necessary.

IV.	Revocation

The delegation by the Board of the authority to vote proxies
relating to securities of the Fund is entirely voluntary and
may be revoked by the Board, in whole or in part, at any
time.

V.	Annual Filing

The Fund shall file an annual report of each proxy voted with
respect to securities of the Fund during the twelve-month
period ended June 30 on Form N-PX not later than August 31 of
each year.

VI.	Disclosures

	A.	The Fund shall include in its annual report filed
on Form N-CSR:

	1.  a description of this policy and of the
policies and procedures used by the Fund and the
Investment Manager to determine how to vote proxies
relating to portfolio securities or copies of such
policies and procedures; and

	2.  a statement disclosing that a description of
the policies and procedures used by or on behalf of
the Fund to determine how to vote proxies relating
to securities of the Fund is available without
charge, upon request, by calling the Fund's toll-
free telephone number; through a specified Internet
address, if applicable; and on the SEC's website;
and

	3.  a statement disclosing that information
regarding how the Fund voted proxies relating to
Fund securities during the most recent 12-month
period ended June 30 is available without charge,
upon request, by calling the Fund's toll-free
telephone number; or through a specified Internet
address; or both; and on the SEC's website.

VII.	Review of Policy

The Board shall review from time to time this policy to
determine its sufficiency and shall make and approve any
changes that it deems necessary from time to time.


Adopted:


ITEM 10 (C)

Proxy voting policy for SCB Asset Management Co., Ltd.

Statement of Policies and Procedures for
Voting Proxies

INTRODUCTION
As a registered investment adviser, SCB Asset Management Co.,
Ltd. ("SCBAM," "we" or "us") has a fiduciary duty to act
solely in the best interests of our clients.  As part of this
duty, we recognize that we must exercise voting rights in the
best interests of our clients.
SCBAM recognizes the importance of good corporate governance
in ensuring that management and boards of directors fulfill
their obligations to shareholders.  As part of our investment
process, we take into account the attitudes of management and
boards of directors on corporate governance issues when
deciding whether to invest in a company.
SCBAM is a global investment manager, and invests
significantly in emerging markets.  It should be noted that
protection for shareholders may vary significantly from
jurisdiction to jurisdiction, and in some cases may be
substantially less than in the U.S. or developed countries.
This statement is intended to comply with Rule 206(4)-6 of
the Investment Advisers Act of 1940.  It sets forth the
policy and procedures of SCBAM for voting proxies for our
clients, including investment companies registered under the
Investment Company Act of 1940.
PROXY VOTING POLICIES
It is the general policy of SCBAM to support management of
the companies in which it invests and will cast votes in
accordance with management's proposals.  However, SCBAM
reserves the right to depart from this policy in order to
avoid voting decisions that we believe may be contrary to our
clients' best interests.
Elections of Directors:  In many instances, election of
directors is a routine voting issue.  Unless there is a proxy
fight for seats on the Board or we determine that there are
other compelling reasons for withholding votes for directors,
we will vote in favor of the management proposed slate of
directors.  That said, we believe that directors have a duty
to respond to shareholder actions that have received
significant shareholder support.  We may withhold votes for
directors that fail to act on key issues such as failure to
implement proposals to declassify boards, failure to
implement a majority vote requirement, failure to submit a
rights plan to a shareholder vote and failure to act on
tender offers where a majority of shareholders have tendered
their shares.
Appointment of Auditors:  The selection of an independent
accountant to audit a company's financial statements is
generally a routine business matter.  SCBAM believes that
management remains in the best position to choose the
accounting firm and will generally support management's
recommendation.
Changes in Capital Structure:  Changes in a company's
charter, articles of incorporation or by-laws are often
technical and administrative in nature.  Absent a compelling
reason to the contrary, SCBAM will cast its votes in
accordance with the company's management on such proposals.
However, we will review and analyze on a case-by-case basis
any non-routine proposals that are likely to affect the
structure and operation of the company or have a material
economic effect on the company.
Corporate Restructurings,  Mergers and Acquisitions:  SCBAM
believes proxy votes dealing with corporate reorganizations
are an extension of the investment decision and will take
account of our investment process policy in deciding how to
vote.
Corporate Governance:  SCBAM recognizes the importance of
good corporate governance in ensuring that management and the
board of directors fulfil their obligations to the
shareholders.  We generally favor proposals promoting
transparency and accountability within a company.
Social and Corporate Responsibility:  SCBAM recognizes the
importance of supporting sound and responsible policies in
relation to social, political and environmental issues.
However, in the interests of shareholders, we reserve the
right to vote against proposals that are unduly burdensome or
result in unnecessary and excessive costs to the company.  We
may abstain from voting on social proposals that do not have
a readily determinable financial impact on shareholder value.
Executive Compensation:  SCBAM believes that company
management and the compensation committee of the board of
directors should, within reason, be given latitude to
determine the types and mix of compensation and benefit
awards offered.  Whether proposed by a shareholder or
management, we will review proposals relating to executive
compensation plans and, if deemed excessive, may vote against
the proposals.
PROXY VOTING PROCEDURES
Proxy voting
Our portfolio management team is responsible for the
coordination of SCBAM's proxy voting.  They liaise with the
Product managers and/or the Proxy voting committee to
ascertain how SCBAM will vote.  They will then instruct the
relevant Custodians.  The portfolio management team is also
responsible for ensuring that full and adequate records of
proxy voting are kept.
The Product managers will implement the Proxy voting policies
by instructing proxy voting in accordance with the general
principles contained herein.
Proxy Voting Committee
We have formed a Proxy Voting Committee to regularly review
our general proxy policies and consider specific proxy voting
matters as and when deemed necessary.  Members of the
committees include senior investment personnel and
representatives of the Legal & Compliance Department.  The
committee may also evaluate proxies where we face a material
conflict of interest (as discussed below).
Conflicts of Interest
SCBAM recognizes that there is a potential conflict of
interest when we vote a proxy solicited by an issuer with
whom we have any material business or personal relationship
that may affect how we vote on the issuer's proxy.  We
believe that oversight by the proxy voting committee ensures
that proxies are voted with only our clients' best interests
in mind.  In order to avoid any perceived conflict of
interests, the following procedures have been established for
use when we encounter a potential conflict.
1.	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.
2.	If our proposed vote is consistent with our stated
proxy voting policy, no further review is
necessary.
3.	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.
4.	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.
Proxies of Certain Non-U.S. Issuers
Proxy voting in certain countries requires "share blocking."
That is, shareholders wishing to vote their proxies must
deposit their shares shortly before the date of the meeting
(usually one-week) with a designated depositary.  During this
blocking period, shares that will be voted at the meeting
cannot be sold until the meeting has taken place and the
shares are returned to the clients' custodian banks.  SCBAM
may determine that the value of exercising the vote does not
outweigh the detriment of not being able to transact in the
shares during this period.  Accordingly, if share blocking is
required we may abstain from voting those shares.  In such a
situation we would have determined that the cost of voting
exceeds the expected benefit to the client.
PROXY VOTING RECORD
Clients may obtain information on how SCBAM voted with
respect to their proxies by contacting our Client services
team at SCB Asset Management Co., Ltd.,  130-132 Sindhorn
Tower 3 Bldg., 23rd Floor, Wiress Road, Phatumwam, Bangkok
10330, Thailand, Tel No. 66-2263-2800 ext. 2222, Fax No. 66-
2263-4001 or email www.marketing@scbam.com.