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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:
/X/ Preliminary Proxy Statement
/ / Confidential, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12
THE THAI CAPITAL FUND, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(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)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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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:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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THE SINGAPORE FUND, INC.
THE JAPAN EQUITY FUND, INC.
THE THAI CAPITAL FUND, INC.
C/O DAIWA SECURITIES TRUST COMPANY
ONE EVERTRUST PLAZA
JERSEY CITY, NEW JERSEY 07302-3051
(201) 915-3054
April [ ], 2005
Dear Stockholders:
The Annual Meetings of Stockholders of The Singapore Fund, Inc., The Japan
Equity Fund, Inc. and The Thai Capital Fund, Inc. (each a "Fund," and
collectively, the "Funds") will be held on Thursday, June 2, 2005, 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 Singapore
Fund, at 10:45 a.m., New York time, for The Japan Equity Fund and at 11:00 a.m.,
New York time, for The Thai Capital 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, and, at the Annual Meeting for The Thai Capital Fund, the stockholders
of that Fund will be asked to approve an amendment to the Investment Contract
for 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 SINGAPORE FUND AND
THE THAI CAPITAL 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.
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THE SINGAPORE FUND, INC.
THE JAPAN EQUITY FUND, INC.
THE THAI CAPITAL FUND, INC.
----------
NOTICE OF THE ANNUAL MEETINGS OF STOCKHOLDERS
JUNE 2, 2005
----------
To the Stockholders of
The Singapore Fund, Inc.,
The Japan Equity Fund, Inc. and
The Thai Capital Fund, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meetings of Stockholders of The
Singapore Fund, Inc., The Japan Equity Fund, Inc. and The Thai Capital 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 Thursday, June 2, 2005, at 10:30 a.m., New York time,
for The Singapore Fund, at 10:45 a.m., New York time, for The Japan Equity Fund,
and at 11:00 a.m., New York time, for The Thai Capital Fund, for the following
purposes:
1. To elect Directors of each Fund.
2. For the Annual Meeting of The Thai Capital Fund only, to approve an
amendment to the Investment Contract for The Thai Capital Fund, Inc.
3. To transact such other business as may properly come before the
Meeting or any adjournments thereof.
Each Fund's Board of Directors has fixed the close of business on March 17,
2005 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,
/s/ Yuko Uchida
SECRETARY
April [ ], 2005
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THE SINGAPORE FUND, INC.
THE JAPAN EQUITY FUND, INC.
THE THAI CAPITAL FUND, INC.
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JOINT PROXY STATEMENT
----------
INTRODUCTION
This Joint Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of THE SINGAPORE FUND, INC., THE JAPAN
EQUITY FUND, INC. and THE THAI CAPITAL 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 Thursday, June 2, 2005, at
10:30 a.m., New York Time, for The Singapore Fund, at 10:45 a.m., New York time,
for The Japan Equity Fund, and at 11:00 a.m., New York time, for The Thai
Capital Fund, and at any adjournments thereof.
This Joint Proxy Statement and enclosed proxy card(s) are being mailed to
stockholders on or about April [ ], 2005. 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, 2005 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
Singapore Fund had outstanding 9,211,045 shares of common stock, The Japan
Equity Fund had outstanding 14,420,917 shares of common stock and The Thai
Capital Fund had outstanding 3,139,500 shares of common stock.
Management of each Fund knows of no business other than that mentioned in
Item 1 and (in the case of The Thai Capital Fund only) Item 2 of the Notice of
Meetings, which will be presented for consideration at the Meetings. If any
other matter is properly presented, it is the intention of the persons named in
the enclosed proxy 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
1
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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 shares at
the record date in two or more of the Funds 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 AND (IN THE CASE OF THE THAI CAPITAL
FUND ONLY) ITEM 2 OF THE NOTICE OF MEETINGS.
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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 SINGAPORE FUND
CLASS II
Martin J. Gruber
FOR THE JAPAN EQUITY FUND
CLASS III
Austin C. Dowling
FOR THE THAI CAPITAL FUND
CLASS II
Austin C. Dowling
Oren G. Shaffer
to serve for terms expiring on the date on which Directors are elected at the
Annual Meetings of Stockholders of each Fund in the year 2008, 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 Singapore Fund is sometimes abbreviated with the
initials "SGF," The Japan Equity Fund is sometimes abbreviated with the initials
"JEQ" and The Thai Capital Fund is sometimes abbreviated with the initials "TF."
3
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<Table>
<Caption>
AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN ALL
FUNDS OVERSEEN OR NUMBER OF
TO BE OVERSEEN BY PORTFOLIOS IN
PRINCIPAL OCCUPATION DOLLAR RANGE DIRECTOR OR 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 (52)* Chairman and President, Daiwa JEQ: JEQ: -- None
One Evertrust Plaza Securities Trust Company, since 2001 None
Jersey City, NJ July 2001; Director and Senior
07302-3051 Vice President, Daiwa Securities
Trust Company, from April 1999
to June 2001.
Ikuo Mori (56)* Chairman and CEO, Daiwa Securities TF: TF: -- None
Daiwa Securities America Inc. America, Inc., since 2001; 2001 None
Financial Square 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 (67)** Professor of Finance, Leonard N. TF: TF: $50,001-100,000 None
229 South Irving Street Stern School of Business, New York 2000 $10,001-50,000
Ridgewood, NJ 07450 University, since 1965; Trustee,
Scudder New York Mutual Funds, SGF: SGF:
since 1992; Trustee, C.R.E.F., 2000 $10,001-50,000
from 2001 to 2005 and Chairman
from December 2003 to 2005;
Trustee, T.I.A.A., from 1996 to JEQ: JEQ:
2000; Trustee, Scudder New York 1992 $50,001-100,000
Mutual Funds, since 1992.
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
</Table>
4
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<Table>
<Caption>
AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES IN ALL
FUNDS OVERSEEN OR NUMBER OF
TO BE OVERSEEN BY PORTFOLIOS IN
PRINCIPAL OCCUPATION DOLLAR RANGE DIRECTOR OR 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)
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David G. Harmer (61) Public Services Department TF: TF: $10,001-50,000 None
4337 Bobwhite Court Director, City of Ogden, since 2000 None
Ogden, UT 84403 February 2005; Executive Director,
Department of Community and SGF: SGF:
Economic Development for the State 1996 $1-10,000
of Utah, from May 2002 to January
2005; Chairman, 2K2 Hosting
Corporation, from April 2001 to JEQ: JEQ:
April 2002; President, Jetway 1997 $1-10,000
Systems, a division of FMC
Corporation, from January 1997 to
2001.
Oren G. Shaffer (62)** Vice Chairman and Chief Financial TF: TF: $10,001-50,000 None
1801 California Street Officer, Qwest Communications 2000 None
Denver, CO 80202 International Inc., since July
2002; Executive Vice President SGF: SGF:
and Chief Financial Officer, 1997 $10,001-50,000
Ameritech Corporation, from 1994 to
2000. JEQ: JEQ:
2000 None
</Table>
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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, 2005.
(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. 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. 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.
** Nominees for Director.
Based on the information furnished by each Director as of March 17, 2005,
neither any Director nor any immediate family member of any Director owned any
securities of the investment manager or investment adviser, or any of their
respective affiliates, of any Fund as of such date.
5
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The Singapore Fund's Board of Directors and The Japan Equity Fund's Board
of Directors each held four regular meetings and one special meeting during its
fiscal year ended October 31, 2004, and The Thai Capital Fund's Board of
Directors held four regular meetings and one special meeting during its fiscal
year ended December 31, 2004. 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
stockholder meetings, Directors may but are not required to attend the meetings;
and for the Fund's last annual stockholder meeting, four 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 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 current members of The Singapore
Fund's, The Japan Equity Fund's and The Thai Capital Fund's Audit Committees are
Messrs. Dowling, Gruber, Harmer and Shaffer. The Singapore Fund's and The Japan
Equity Fund's Audit Committees met two times during its fiscal year and The Thai
Capital Fund's Audit Committee met three times during its fiscal year. The
report of the Funds' Audit Committees, along with certain disclosures regarding
fees paid to the Fund's independent registered public accounting firm, is set
forth on page [12] 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 stockholders to the Board.
Nominations from stockholders 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.
Dowling, Gruber, Harmer and Shaffer. Each Fund's Nominating and Compensation
Committee did not meet during its last fiscal year.
6
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STOCKHOLDER COMMUNICATIONS
Stockholders may send communications to each Fund's Board of Directors.
Stockholders 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 stockholder 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.
OFFICERS OF THE FUNDS
Shunsuke Ichijo (age 52) 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 46) has been Vice President and Treasurer of the Funds
since June 2000; Vice President, Fund Accounting Department of DSTC since June
2000; Assistant Controller, Reserve Management Corporation from September 1999
to June 2000; Accounting Manager, 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 26) 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.
Anthony Cambria (age 50) has been the Chief Compliance Officer of the Funds
since September 2004; and Director and Executive Vice President of DSTC since
1999.
Leonard B. Mackey, Jr. (age 54) has been Assistant Secretary of the Funds
since September 2004 and has been a partner in the law firm of Clifford Chance
US LLP since 1983. Mr. Mackey's address is 31 West 52nd Street, New York, New
York 10019.
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 $28,557 and
$25,294 during the fiscal years ended October 31, 2004 and 2003, respectively,
for The Singapore Fund, $28,557 and $29,504 for the fiscal years ended October
31, 2004 and 2003, respectively, for The Japan Equity Fund and $26,606 and
$21,509 for the fiscal years ended December 31, 2004 and 2003, respectively, for
The Thai Capital Fund. Each such non-affiliated Director currently receives
fees, paid by each Fund, of $526 for The Singapore Fund, $526 for The Japan
Equity Fund and $488 for The Thai Capital Fund for each Directors' meeting
attended in person or by telephone, $421 for The Singapore Fund, $421 for The
Japan Equity Fund and $358 for The Thai Capital Fund for each audit committee
meeting attended in person or by telephone and an annual fee of $3,508 for The
Singapore Fund, $3,508 for The Japan Equity Fund and $2,984 for The Thai Capital
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.
7
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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 most
recent fiscal year, 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.
<Table>
<Caption>
AGGREGATE AGGREGATE AGGREGATE TOTAL COMPENSATION
COMPENSATION COMPENSATION COMPENSATION FROM FUND AND
FROM THE FROM THE JAPAN FROM THE THAI FUND COMPLEX PAID
NAME OF DIRECTOR SINGAPORE FUND EQUITY FUND CAPITAL FUND TO DIRECTORS
--------------------------- -------------- -------------- ------------- ------------------
INTERESTED DIRECTORS
Hiroshi Kimura (1) $ 0 $ 0 $ 0 $ 0
Ikuo Mori(1) 0 0 0 0
INDEPENDENT DIRECTORS
Austin C. Dowling $ 7,402 $ 7,402 $ 7,099 $ 21,904
Martin J. Gruber 7,402 7,402 6,652 21,456
David G. Harmer 6,876 6,876 6,652 20,404
Oren G. Shaffer 6,876 6,876 6,204 19,956
</Table>
- ----------
(1) "Interested person" of the Funds within the meaning of the 1940 Act.
INVESTMENT MANAGER AND INVESTMENT ADVISER OF EACH FUND
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. 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.
8
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THE THAI CAPITAL FUND, INC.
PROPOSAL 2: AMENDMENT TO
THE THAI CAPITAL FUND, INC.'S INVESTMENT CONTRACT
The Thai Capital Fund, Inc. ("TF") makes its investments in Thailand
through a wholly-owned Investment Plan pursuant to an Investment Contract, dated
May 21, 1990 (the "Investment Contract"), with SCB Asset Management Co., Ltd.
(the "Manager"). At a December 22, 2004 meeting of the Board of Directors of TF,
the Board approved an amendment to the Investment Contract to increase the fee
payable to the Manager under the Investment Contract from 0.60% of TF's average
weekly net assets to 0.85% of TF's average weekly net assets. The administration
portion of the fee, which would be included in the 0.85%, would remain at 0.10%
of TF's average weekly net assets. The Board also approved reimbursing the
Manager for legal and insurance costs associated with managing TF up to $10,000
each year. The increased fee and reimbursement payable under the Investment
Contract will be effective upon stockholder approval of Proposal 2. The proposed
amendment to the Investment Contract is attached hereto as Exhibit A. Approval
of Proposal 2 requires the vote of the holders of a majority of the outstanding
voting securities (within the meaning of the 1940 Act) of the Fund.
THE MANAGER. The Manager acts as the investment manager of the Investment
Plan pursuant to the Investment Contract. The Manager makes the investment
management decisions relating to TF's assets held through the Investment Plan.
The Manager is one of the larger investment managers in Thailand, managing 35
mutual funds with approximately US$1,282,171,621 in assets under management as
of December 31, 2004. The Manager manages open-end and closed-end equity funds,
fixed-income funds and balanced funds. The Manager was established as a mutual
fund manager in March 1992 pursuant to the Finance Business, Securities Business
and Credit Foncier Business Act of Thailand.
The principal address of the Manager is 130-132 Sindhorn Tower 3 Bldg.,
23rd Floor, Wireless Road, Phatumwan, Bangkok 10330, Thailand.
OFFICERS AND DIRECTORS OF THE MANAGER. Mr. Adisorn Sermchaiwong, the
president of the Manager, serves as the principal executive officer of the
Manager. Mr. Sermchaiwong's address is 130-132 Wireless Rd., 23rd Fl. Sindhorn
Bldg., Tower 3, Pathumwan, Bangkok, Thailand. The following people serve as
directors of the Manager:
Mr. Sumet Tantivejkul, Chairman.
Mr. Boonchoo Direksathapon, Director.
Mr. Wirutt Ruttanaporn, Director.
Mr. Akamol Manasvanich , Director.
Each director's address is 130-132 Wireless Rd., 23rd Fl. Sindhorn Bldg.,
Tower 3, Pathumwan, Bangkok, Thailand.
PRINCIPAL SHAREHOLDERS OF THE MANAGER. As of December 31, 2004, the
Manager's principal shareholders were SCB Securities Co., Ltd., with a 67.99%
ownership interest in the Manager, and Siam Commercial Bank Public Company
Limited, with a 32% ownership interest in the Manager. SCB Securities Co.,
Ltd.'s address is 130-132 Wireless Rd., 25th-26th Fl. Sindhorn Bldg., Tower 3,
Lumpinee Pathumwan, Bangkok, Thailand 10330. Siam Commercial Bank Public Company
Limited's head office is at 9 Rutchadapisek Road, Jatujak, Bangkok Thailand
10900.
9
<Page>
No Director or Officer of the Fund has any security ownership in the
Manager or any other material direct or indirect interest in the Manager or any
other person controlling, controlled by or under common control with the
Manager. In addition, no Director of the Fund has a material interest, direct or
indirect, in any material transactions since the beginning of the most recently
completed fiscal year, or in any material proposed transactions, to which the
Manager of the Fund, any parent or subsidiary of the Manager, or any subsidiary
of the parent of such entities was or is to be a party.
THE INVESTMENT CONTRACT. The Investment Contract, dated as of May 21, 1990,
was last submitted to a vote by TF's stockholders at the June 6, 2001 Annual
Meeting of Stockholders to approve SCB Asset Management Co., Ltd. as the
investment manager of TF. TF makes its investments in Thailand indirectly
through the Investment Plan, which was established in conformity with Thai law
pursuant to the Investment Contract. Under the terms of the Investment Contract,
the Manager makes investment decisions relating to TF's assets held through the
Investment Plan, prepares research and statistical data and supervises the
purchase and sale of securities on behalf of TF. The Manager also supervises the
selection of brokers and dealers to carry out the transactions, all in
accordance with TF's investment objective and policies under the direction and
control of TF's Board of Directors. The Manager maintains records and furnishes
or causes to be furnished all required records or other information for TF to
the extent such records, reports and other information are not maintained or
furnished by TF's administrator or other agents. The Manager or one of its
affiliates is responsible for the compensation and expenses of those of TF's
Directors, officers and employees who are Directors, officers or employees of
the Manager or any of its affiliates.
Under the terms of the Investment Contract, the Manager and its affiliates
are permitted to provide investment advisory services to other clients,
including clients who may invest in securities of Thai companies and, in
providing such services, may use non-confidential information furnished by the
Manager. Conversely, information furnished by others to the Manager in the
course of providing services to clients other than TF may be useful to, and used
by, the Manager in providing services to TF. The Investment Contract provides
that the Manager is not liable for any act or omission, error of judgment or
mistake of law, or for any loss suffered by TF in connection with matters to
which the Investment Contract related, except for losses resulting from willful
misfeasance, bad faith or gross negligence on the part of the Manager in the
performance if its duties, or from reckless disregard by the Manager of its
obligations and duties under the Investment Contract.
PROPOSED AMENDMENT TO THE INVESTMENT CONTRACT. It is proposed that the
Investment Contract be amended to increase the fee payable to the Manager under
the Investment Contract from 0.60% of TF's average weekly net assets to 0.85% of
TF's average weekly net assets. The administration portion of the fee, which
would be included in the 0.85%, would remain at 0.10% of TF's average weekly net
assets. It is also proposed that the Investment Contract be amended to provide
for reimbursement by TF of the costs of the legal fees and insurance premiums
associated with managing TF up to $10,000 each year.
Under the terms of the Investment Contract currently in place, the Manager
currently receives for its services a monthly fee, payable in Thai Baht, at an
annual rate of 0.60% of the Fund's net assets held under the Investment
Contract. For the fiscal year ended December 31, 2004, the Manager earned a fee
for management and certain administrative services, including expenses, of
US$158,827. If the proposed increased management fee had been in effect during
the fiscal year ended December 31, 2004, the Manager would have received
US$224,614, which is a 41.4% increase from what actually was received during
this period. The Fund did not pay any fees to affiliates of the Manager or any
affiliates of those affiliates durint the fiscal year ended December 31, 2004.
BOARD APPROVAL OF AMENDMENT TO THE INVESTMENT CONTRACT. At a December 22,
2004 meeting of the Board of Directors of TF, the Board unanimously approved an
amendment to the Investment Contract
10
<Page>
to increase the fee payable to the Manager under the Investment Contract from
0.60% of TF's average weekly net assets to 0.85% of TF's average weekly net
assets. The administration portion of the fee, which would be included in the
0.85%, would remain at 0.10% of TF's average weekly net assets. The Board also
approved reimbursing the Manager for legal and insurance costs associated with
managing TF up to $10,000 each year. The Board approved the increase in
management fee because of concerns about the Manager's desire to continue to
manage the Fund's portfolio in view of the limited profitability to the Manager
of the current fee arrangement and in recognition of the fact that the current
rate of the management fee is significantly below the rates charged by other
managers of comparable funds and the rates charged by the Manager for other
similar funds it manages. In approving the increase in the management fee and
reimbursement of legal and insurance expenses, the Board considered, among other
things, the prior performance of TF for each of the last 20 quarters and for the
last one- and three- periods; the Manager's resources in providing services to
TF; information concerning fees charged by other investment managers for
providing advisory services to funds investing primarily in Thai securities;
information showing the management fees paid by other funds managed by the
Manager and other closed-end funds investing in a single country as compared to
the management fee paid by TF; historical profitability information of the
Manager; and the profitability for the Manager at managing TF at the current
rate. Based on its review, the Board recommended the amendment to the Investment
Contract for approval by the stockholders of TF. The increased fee and
reimbursement payable under the amendment to the Investment Contract will be
effective upon stockholder approval of Proposal 2.
STOCKHOLDER APPROVAL. To become effective, the amendment to the Investment
Contract must be approved by a vote of a majority of the outstanding voting
securities of TF. The "vote of a majority of the outstanding voting securities"
is defined under the 1940 Act as the lesser of the vote of (i) 67% or more of
the shares of TF entitled to vote thereon present at the meeting if the holders
of more than 50% of such outstanding shares of TF are present in person or
represented by proxy, or (ii) more than 50% of such outstanding shares of TF
entitled to vote thereon.
Under the rules of the American Stock Exchange, while brokers are permitted
to submit on behalf of their customers proxies with respect to the election of
TF's directors whether or not the brokers receive instructions from their
customers regarding how to vote, brokers are not permitted to submit proxies
with respect to Proposal 2 for TF unless the brokers have received instructions
from the customers holding voting securities of the TF as to how to vote on that
Proposal. As a result, while there may be a quorum for the meeting as a result
of votes submitted by brokers on behalf of their customers for the election of
directors, it is likely, based on past experience, that the holders of less than
a majority of the outstanding voting securities of TF will vote on Proposal 2
because many stockholders will have failed to instruct their brokers on how to
vote on that Proposal. Proxies from brokers or nominees indicating that such
persons have not received instructions from the beneficial owner or other
persons entitled to vote securities on the Proposal will accordingly not be
voted with respect to the Proposal.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" APPROVAL
OF PROPOSAL 2.
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") and the New York Stock Exchange, Inc. (for JEQ and
SGF only) or the American Stock Exchange (for TF only). Each Fund believes that
its officers and Directors have complied with all applicable filing
requirements.
11
<Page>
REPORTS OF THE AUDIT COMMITTEES
At meetings held in March 2005, the Board of Directors of each Fund,
including a majority of the Directors who are not "interested persons," as
defined under the 1940 Act, selected PricewaterhouseCoopers LLP to act as the
independent registered public accounting firm for each Fund for the fiscal year
ending October 31, 2005 (December 31, 2005 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, 2004
(December 31, 2004 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 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, 2004 (December 31, 2004 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, 2004 and 2003
(December 31, 2004 and 2003 for The Thai Capital Fund), are set forth below:
<Table>
<Caption>
2004 2003
--------- ---------
The Singapore Fund $ 81,150 $ 77,500
The Japan Equity Fund $ 66,750 $ 64,200
The Thai Capital Fund $ 56,440 $ 54,700
</Table>
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.
12
<Page>
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, 2004 and
2003 (December 31, 2004 and 2003 for The Thai Capital Fund), are set forth
below:
<Table>
<Caption>
2004 2003
--------- ---------
The Singapore Fund $ 8,400 $ 7,650
The Japan Equity Fund $ 8,400 $ 7,650
The Thai Capital Fund $ 6,600 $ 6,000
</Table>
OTHER FEES
There were [no] other fees billed by PricewaterhouseCoopers LLP for
services rendered to the Funds for the fiscal years ended October 31, 2004 and
2003 (December 31, 2004 and 2003 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 registered public
accounting firm. 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, 2004 and 2003 (December 31, 2004 and 2003 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
controlling, controlled by or under common control with the investment manager
or investment adviser for each Fund for the fiscal years ended October 31, 2004
and 2003 (December 31, 2004 and 2003 for The Thai Capital Fund) were $0,
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, 2005. The information is based on
publicly available Schedule 13D and 13G disclosures filed with the Commission.
<Table>
<Caption>
AMOUNT AND
NATURE OF
BENEFICIAL
FUND NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP PERCENT OF CLASS
- ---- ------------------------------------ --------- ----------------
The Japan Equity Fund, Inc. Shufro Rose & Co., LLC 836,400(1) 5.80%
745 Fifth Avenue
Suite 2600
New York, NY 10151
</Table>
13
<Page>
<Table>
The Singapore Fund, Inc. Wachovia Corporation 767,895(2) 8.34%
One Wachovia Center
Charlotte, NC 28288-0137
Lazard Asset Management LLC 567,900(3) 6.17%
30 Rockefeller Plaza
New York, NY 10112
The Thai Capital Fund, Inc. Delta Dividend Group, Inc. 310,650(4) 9.9%
220 Montgomery Street
Suite 426
San Francisco, CA 94104
</Table>
- ----------
(1) The above information is based on a Schedule 13G filed with the Commission
on February 15, 2005, which indicates that Shufro Rose & Co., LLC has sole
voting power with respect to 49,500 shares and sole dispositive power with
respect to all 836,400 shares.
(2) The above information is based on a Schedule 13G filed with the Commission
on February 3, 2005, which indicates that Wachovia Corporation has sole
voting power with respect to 759,469 shares and sole dispositive power with
respect to all 767,895 shares.
(3) The above information is based on a Schedule 13G filed with the Commission
on February 14, 2005, which indicates that Lazard Asset Management LLC has
sole voting power and dispositive power with respect to all 567,900 shares.
(4) The above information is based on a Schedule 13D filed with the Commission
on May 6, 2003, which indicates that Delta Dividend Group, Inc. have 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.
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 Singapore Fund, The
Japan Equity Fund and The Thai Capital Fund, plus reimbursement of expenses. The
expenses connected with the solicitation of these proxies and with any further
proxies which may be solicited by the Funds' officers or agents in person, by
telephone or by telegraph will be borne by each Fund. Each Fund will reimburse
banks, brokers and other persons holding such Fund's shares registered in their
names or in the names of their nominees for their expenses incurred in sending
proxy material to and obtaining proxies from the beneficial owners of such
shares.
It is important that you promptly submit your vote as a stockholder of the
Fund(s). In the event that sufficient votes in favor of the proposal set forth
in the Notice of the Meeting for a Fund are not received by June 2, 2005, 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.
14
<Page>
STOCKHOLDER PROPOSALS
Any proposal by a stockholder of a Fund intended to be included in the
proxy materials for the year 2006 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
23, 2005.
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,
/s/ Yuko Uchida
Yuko Uchida
SECRETARY
One Evertrust Plaza
Jersey City, New Jersey 07302-3051
April [ ], 2005
15
<Page>
EXHIBIT A
-DRAFT-
FIRST SUPPLEMENTARY AGREEMENT
TO THE INVESTMENT CONTRACT
WHEREAS, The Thai Capital Fund, Inc. (the "Fund") and SCB Asset
Management Company Limited ("SCBAM") have entered into the Investment
Contract, dated as of 21 May 1990, (the "Investment Contract"), pursuant to a
Novation Agreement, dated October 11, 2001, appointing SCBAM as Thai Manager
under the Investment Contract; and
WHEREAS, the Board of Directors of the Fund has approved an increase in
the annual rate of the investment management fee paid to SCBAM from 0.60% to
0.85% of the Fund's average weekly net assets, which includes the
administration portion of the fee at an annual rate of 0.10% and for the
reimbursement of the costs of legal fees and insurance premiums up to US
$10,000 in each calendar year.
NOW THEREFORE, the undersigned agree as follows:
1. Section 3.3 of the Investment Contract shall be terminated and replaced by
the following:
"3.3 THE THAI MANAGER SHALL BE ENTITLED TO BE PAID IN BAHT FROM THE ASSETS
OF THE INVESTMENT PLAN, AS FULL COMPENSATION FOR THE SERVICES
RENDERED AND EXPENSES BORNE BY THE THAI MANAGER UNDER THE ADVISORY
SECTIONS HEREUNDER, A MONTHLY FEE, WHICH ACCRUES WEEKLY AND IS
PAYABLE, EXCEPT AS PROVIDED BELOW, WITHIN FIVE (5) BANGKOK BUSINESS
DAYS OF THE FIRST DAY OF EACH MONTH FOLLOWING THE DAY ON WHICH SUCH
PAYMENT IS COMPUTED, AT AN ANNUAL RATE EQUAL TO 0.85 PERCENT OF THE
NET ASSETS OF THE INVESTMENT PLAN. OF THE 0.85 PERCENT PER ANNUM
MANAGEMENT FEE PAYABLE TO THE THAI MANAGER, 0.75 PERCENT PER ANNUM
IS FOR THE THAI MANAGER'S INVESTMENT ADVISORY AND ASSET MANAGEMENT
SERVICES AND 0.10 PERCENT PER ANNUM IS FOR THE THAI MANAGER'S
ADMINISTRATIVE SERVICES. THE NET ASSETS OF THE INVESTMENT PLAN FOR
THE ACCRUAL OF THE FEE EACH WEEK SHALL BE DETERMINED AT THE CLOSE OF
BUSINESS IN BANGKOK ON THE LAST SET BUSINESS DAY OF SUCH WEEK. SUCH
FEE SHALL BE PAYABLE FROM THE INVESTMENT PLAN AND SHALL BE COMPUTED
BEGINNING ON __________, 2005 UNTIL THE TERMINATION OF THIS
INVESTMENT CONTRACT FOR WHATEVER REASON. FOR THE PURPOSES OF THIS
INVESTMENT CONTRACT THE NET ASSETS OF THE INVESTMENT PLAN SHALL BE
COMPUTED AS HEREIN PROVIDED."
2. The following should be added as Section 14 of the Exhibit B of the
Investment Contract:
"14. THE EXPENSES FOR LEGAL FEES AND INSURANCE PREMIUMS INCURRED BY THE
INVESTMENT MANAGER IN MANAGING THE ASSETS OF THE INVESTMENT PLAN OF
UP TO US $10,000 PER YEAR. THE THAI MANAGER SHALL PROVIDE THE FUND
WITH EVIDENCE OF SUCH EXPENSES BEFORE SEEKING REIMBURSEMENT FOR THE
EXPENSES FROM THE THAI PLAN."
3. Section 14 of the Exhibit B of the Investment Contract shall be renumbered
as Section 15. The content therein shall remain the same; and
<Page>
4. Section 15 of the Exhibit B of the Investment Contract shall be renumbered
as Section 16. The content therein shall remain the same.
Except as expressly amended herein, all other terms and provisions of
the Investment Contract remain in full force and effect and are hereby
ratified and confirmed in all respects.
This First Supplementary Agreement may be executed in one or more
counterparts, each of which such counterparts shall be deemed an original and
all of which together shall constitute one and the same First Supplementary
Agreement.
IN WITNESS WHEREOF, the undersigned have caused their duly authorized
officer to execute this First Supplementary Agreement as of [dd/mm/yy].
THE THAI CAPITAL FUND, INC. SCB ASSET MANAGEMENT
COMPANY LIMITED
By: ________________________ By: _________________________
Name: ______________________ Name:________________________
Title:______________________ Title:_______________________
<Page>
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, 2005
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, 2005 at
11:00 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 AND PROPOSAL 2 AS
SET FORTH IN THIS PROXY CARD. IN ADDITION, THIS PROXY CARD WILL BE VOTED, IN THE
DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY ADJOURNMENT THEREOF. THE UNDERSIGNED HEREBY REVOKES ANY AND
ALL PROXIES WITH RESPECT TO SUCH SHARES HERETOFORE GIVEN BY THE UNDERSIGNED. THE
UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE JOINT PROXY STATEMENT DATED APRIL [ ],
2005.
CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE
<Page>
/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 II: (01) Austin C. Dowling
(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.)
2. To approve an amendment to the Fund's
Investment Contract.
/ / For / / Against / / Abstain
- --------------------------------
| | 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: _________