SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Bulldog Investors General Partnership
Attn: Phillip Goldstein
60 Heritage Drive
Pleasantville, NY 10570
Phone: 914 747-5262
Fax: 914 747-2150
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
Definitive Proxy Statement [x]
Definitive Additional Materials
Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-
12
Korea Equity Fund, Inc.
(Name of Registrant as Specified in Its Charter)
Bulldog Investors General Partnership
Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required [x].
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):
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Fee paid previously with preliminary materials [].
Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11 (a) (2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing [].
(1) Amount Previously Paid:
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(4) Date Filed:
Bulldog Investors General Partnership
Park 80 West, Plaza Two, 250 Pehle Avenue, Suite 708,
Saddle Brook, NJ 07663
(201) 556-0092 // Fax: (201)556-0097 // info@bulldoginvestors.com
July 20, 2010
Dear Fellow Shareholder of Korea Equity Fund:
John Adams once said: "Facts are stubborn things."
One stubborn and unpleasant fact is that the long-term performance of the
Korea Equity Fund is very poor. Since its inception almost seventeen years
ago, the Fund's annualized return on net asset value (NAV) through May 31,
2010 is -0.5%. Another painful fact is that the Fund's shares have been
trading at a discount to NAV for many years. The conclusion we draw from
these facts is that it is time to afford shareholders an opportunity to
realize the full value of their investment.
Yet, the board of directors adamantly opposes shareholder proposals designed
to provide liquidity at NAV. The board's reason: The shareholder proposals
"conflict with the interests of our shareholders who view the Fund as a
long-term vehicle for capital appreciation by investing in Korean equity
securities." The board goes on to say that it "and [the Fund's] manager,
Nomura Asset Management U.S.A. Inc. ('NAM-U.S.A.'), share a positive outlook
for the Korean equity market and believe that it offers many opportunities."
While optimism is not necessarily a bad thing, it can be dangerous when it
takes the place of a realistic assessment of the Fund's long-term performance.
It is undeniable that the Fund has failed to meet its objective of long term
capital appreciation through investment in equity securities of Korean
companies. The board's failure to acknowledge that fact leads us to question
its judgment.
Moreover, while it may have been difficult for the average investor to invest
in Korean companies when the Fund was first formed, that is no longer the case.
Many of the Fund's top holdings now trade as ADRs in the United States.
And if an investor wants diversification, there are superior alternatives to
the Fund. For example, The Korea Fund is a much larger closed-end fund with
a lower expense ratio and much better long-term performance. Since 1984, The
Korea Fund's annualized return on NAV through June 30, 2010 is 13.6%. There
is also a large actively traded low cost ETF, iShares MSCI South Korea (EWY).
And now investors can even buy shares in an ETF that is comprised solely of
Korean small-cap stocks, IQ South Korea Small Cap ETF (SKOR).
The board of directors is supposed to act in the best interest of the Fund.
The board knows that the shareholder proposals are likely to be approved.
Because they are spending the Fund's money on what we think is a futile
attempt to defeat those proposals, we wonder if the directors are not thinking
more about perpetuating their own positions than about what is in the Fund's
best interest.
If the board had simply committed to abide by the wishes of the shareholders,
there would be no need to conduct a costly proxy contest. Since it has not
done that, we believe it is critical to elect one director who will commit to
abide by the clear wishes of the shareholders - including implementing the
shareholder proposals if they are adopted.
In sum, we think the best way to enhance shareholder value at this time is to
afford all shareholders an opportunity to realize NAV. If you agree, please
vote the enclosed GREEN proxy online at WWW.PROXYVOTE.COM or by telephone at
1-800-454-8683 if your shares are held in street name. Alternatively, you
can mail the GREEN proxy card in the enclosed envelope but please do it
today.
IMPORTANT
Please note that the board has elected to exclude some of the shareholder
proposals from its proxy card. If you have already voted the board's White
proxy, the board will vote your shares against the excluded proposals.
Therefore, it is important that you now vote the enclosed Green proxy to
insure that your vote is cast in accordance with your wishes on all proposals.
Your vote on the Green proxy will supersede any earlier vote you may have
submitted. Thank you.
Very truly yours,
Phillip Goldstein
Principal
PROXY STATEMENT OF BULLDOG INVESTORS GENERAL PARTNERSHIP IN OPPOSITION
TO THE SOLICITATION BY THE BOARD OF DIRECTORS OF KOREA EQUITY FUND, INC.
FOR THE ANNUAL MEETING OF SHAREHOLDERS
Bulldog Investors General Partnership ("BIGP") is sending this proxy statement
and the enclosed GREEN proxy card to stockholders of Korea Equity Fund, Inc.
(the "Fund") of record as of June 29, 2010. We are soliciting a proxy to vote
your shares at the Annual Meeting of Shareholders (the "Meeting") which is
scheduled for August 24, 2010. Please refer to the Fund's proxy soliciting
material for additional information concerning the Meeting and the matters
to be considered by shareholders including the election of Directors.
This proxy statement and the enclosed GREEN proxy card are first being sent
to shareholders on or about July 19, 2010.
INTRODUCTION
The Fund has announced that three matters will be presented at the Meeting:
(1) the election of one director; (2) the ratification of the selection of
Ernst & Young LLP as the Fund's independent registered public accounting
firm for the fiscal year ending October 31, 2010; and (3) a shareholder
proposal requesting the Board to take action to convert the Fund to an
interval fund. In addition, an affiliate of BIGP intends to present two
proposals to: (4) terminate the management agreement between the Fund and
Nomura Asset Management U.S.A. Inc.; and (5) recommend that the Board of
Directors authorize a self-tender offer for all outstanding common shares
of the Fund at net asset value (NAV). The Board of Directors has refused to
include these two proposals on its proxy card and will vote all its proxies
against them. If you wish to have your shares voted on these proposals in
accordance with your wishes, you may do so by returning the enclosed GREEN
proxy card.
We are soliciting a proxy to vote your shares FOR the election of the
nominee named below as a director and FOR each of the aforementioned
proposals.
REASONS FOR THE SOLICITATION
The Fund's common shares have long traded at a discount to net asset value.
We believe shareholders should now be afforded an opportunity to realize
the full value of their investment. Consequently, we are seeking (1) to
elect a director that will support this goal and (2) to terminate the
existing management agreement because the Fund's investment advisor has
not supported this goal.
HOW PROXIES WILL BE VOTED
If you complete and return a GREEN proxy card to us and, unless you direct
otherwise, your shares will be voted FOR the election of the nominee named
below, and FOR each proposal. In addition, you will be granting the proxy
holders discretionary authority to vote on any other matters that may come
before the Meeting.
VOTING REQUIREMENTS
A quorum is a majority of the total shares outstanding. The affirmative vote
of a majority of the votes entitled to be cast at the Meeting is required to
elect a director. Approval of each proposal except the termination proposal
requires the affirmative vote of a majority of the votes cast by all
shareholders represented at the Meeting. Approval of the termination proposal
requires the affirmative vote of shareholders owning the lesser of
(a) 67 percent or more of the shares present at the Meeting, or
(b) more than 50 percent of the Fund's outstanding shares. An abstention or
a broker non-vote will have the same effect as a vote against the termination
proposal and will be ignored in determining the votes cast for or against the
other proposals.
REVOCATION OF PROXIES
You may revoke any proxy prior to its exercise by: (i) delivering a written
revocation to us; (ii) executing and delivering a later dated proxy; or
(iii) voting in person at the Meeting. Attendance at the Meeting will not
in and of itself revoke a proxy. There is no limit on the number of times
you may revoke your proxy before it is exercised. Only your latest dated
proxy will be counted.
PROPOSAL 1: ELECTION OF ONE DIRECTOR
At the Meeting, our affiliate intends to nominate the person named below for
election as a Director. There are no arrangements or understandings between
BIGP or any affiliate of BIGP and the nominee in connection with the
nomination nor do we know of any material conflicts of interest that would
prevent him from acting in the best interest of the Fund.
Phillip Goldstein (born 1945); Park 80 West, Plaza Two, Park 80 West,
250 Pehle Avenue, Suite 708, Saddle Brook, NJ 07663. Since 1992,
Mr. Goldstein has been an investment advisor and a principal of the general
partner of six investment partnerships in the Bulldog Investors group of
private funds and that are general partners of BIGP. He is a director of
the following closed-end funds: Mexico Equity and Income Fund since 2000,
Brantley Capital Corporation since 2001, ASA Ltd since 2008, and Special
Opportunities Fund (f/k/a Insured Municipal Income Fund) since 2009.
Since 2009, he has been a principal of Brooklyn Capital Management, the
current investment adviser to Special Opportunities Fund.
Mr. Goldstein and his wife jointly beneficially own 5,000 common shares of
the Fund. In addition, as an investment advisor for his clients, is deemed
to beneficially own 801,151 common shares of the Fund, all of which were
purchased since August 2009. If elected, Mr. Goldstein will be a
disinterested director.
Unless instructions to the contrary are given, your proxy will be voted
FOR Mr. Goldstein.
PROPOSAL 2: RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE FUND'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING
OCTOBER 31, 2010
Unless instructions to the contrary are given, your proxy will be voted FOR
this proposal.
PROPOSAL 3: A SHAREHOLDER PROPOSAL REQUESTING THAT THE BOARD TAKE ACTION TO
CONVERT THE FUND TO AN INTERVAL FUND AND ESTABLISH A RELATED FUNDAMENTAL
POLICY.
Please refer to the Fund's proxy soliciting material for additional information
concerning this proposal. This proposal, if adopted, is not binding on the
board. Unless instructions to the contrary are given, your proxy will be voted
FOR this proposal.
PROPOSAL 4: A PROPOSAL TO TERMINATE THE INVESTMENT ADVISORY BETWEEN THE FUND
AND NOMURA ASSET MANAGEMENT U.S.A. INC.
We believe the Fund should dissociate itself from its current investment
manager because it has not expressed support for the goal of providing
shareholders with an opportunity to realize the full value of their investment.
If this proposal is approved, the Board may replace Nomura with a more
shareholder friendly advisory firm. Unless instructions to the contrary are
given, your proxy will be voted FOR this proposal.
PROPOSAL 5: THE BOARD IS REQUESTED TO AUTHORIZE A SELF-TENDER OFFER FOR ALL
OUTSTANDING COMMON SHARES OF THE FUND AT NET ASSET VALUE (NAV).
The Fund's common shares have long traded at a discount to net asset value.
If more than 50% of the Fund's outstanding common shares are tendered, we
think the tender offer should be cancelled and the Fund should be
liquidated or merged into an open-end mutual fund.
This proposal, if adopted, is not binding on the board. Unless instructions
to the contrary are given, your proxy will be voted FOR this proposal.
THE SOLICITATION
We intend to solicit proxies via mail, telephone and via the internet. Our
proxy materials are available on the following web site:
http://www.bulldoginvestorstenderoffer.com/. Persons affiliated with or
employed by BIGP or its affiliates may assist us in the solicitation of
proxies. Banks, brokerage houses and other custodians, nominees and
fiduciaries will be requested to forward this proxy statement and the
enclosed GREEN proxy card to the beneficial owners of common and preferred
shares for whom they hold shares of record. We will reimburse these
organizations for their reasonable out-of-pocket expenses.
Initially, we will bear all of the expenses related to this proxy
solicitation. Because we believe that all shareholders will benefit from
this solicitation, we intend to seek, subject to any applicable regulatory
requirements, reimbursement of our expenses. Shareholders will not be
asked to vote on the reimbursement of these expenses, which we estimate
will total $30,000.
PARTICIPANTS
Only BIGP and Mr. Goldstein are participants in this solicitation.
BIGP beneficially owns one common share. As noted above, Mr. Goldstein
and his wife jointly beneficially own 5,000 common shares and other clients
advised by Mr. Goldstein own a total of 801,151 common shares. Inclusive
of these shares, BIGP and its affiliates beneficially own 806,151common
shares. The address of BIGP and Mr. Goldstein is Park 80 West, Plaza Two,
250 Pehle Avenue, Suite 708, Saddle Brook, NJ 07663. All of the shares owned
by the aforementioned persons and entities were acquired since August 2009.
No participant or associate of any participant in this solicitation is or
has been a party to any contract, arrangements or understanding with any
person with respect to any securities of the Fund or has any arrangement or
understanding with any person with respect to future employment by the Fund
or any of its affiliates or to any future transactions to which the Fund or
any of its affiliates will or may be a party.
LITIGATION
On January 31, 2007 the Acting Director of the Securities Division of the
Massachusetts Secretary of State filed a complaint against Bulldog
Investors, Mr. Goldstein and certain related parties (the Bulldog Parties)
alleging that they violated Massachusetts law by making truthful information
about certain unregistered investments available on a website and by sending
truthful material about such investments to an individual who requested it
for non-investment purposes. On March 23, 2007, the Bulldog Parties filed a
lawsuit in the Massachusetts Superior Court pursuant to 42 U.S.C. 1983
against the Secretary alleging, among other things, that his enforcement
action violated their First Amendment rights. On October 17, 2007 the
Secretary issued a cease and desist order based on the same allegations and
ordered that a fine of $25,000 be imposed on the Bulldog Parties.
On November 15, 2007 the Bulldog Parties filed an appeal in the Massachusetts
Superior Court of the Secretary's October 17, 2007 order in which they argued,
among other things, that the First Amendment prohibits the Secretary from
punishing them for providing truthful information about investments.
On February 12, 2009 the Massachusetts Superior Court ruled against the
Bulldog Parties. The Bulldog Parties further appealed the February 12, 2009
ruling of the Massachusetts Superior Court to the Massachusetts Appeals Court
and on October 21, 2009 the Massachusetts Supreme Judicial Court, the state's
highest court, unilaterally transferred the case to itself. On July 2, 2010
the Massachusetts Supreme Judicial Court issued a decision in which it upheld
the Secretary's order except for the Bulldog Parties' First Amendment claim
which it ruled must be decided in their 1983 lawsuit which Massachusetts
Superior Court decided in the Secretary's favor on September 26, 2009.
An appeal of the September 26, 2009 decision in the 1983 lawsuit is pending
in the Massachusetts Appeals Court.
July 19, 2010
PROXY CARD
This proxy is solicited in opposition to the Board of Directors of
Korea Equity Fund, Inc. (the "Fund") by Bulldog Investors General
Partnership ("BIGP") for the Fund's 2010 Annual Meeting of Shareholders
(the "Meeting"). The undersigned hereby appoints Phillip Goldstein,
Rajeev Das, and Andrew Dakos and each of them, as the undersigned's
proxies, with full power of substitution, to attend the Meeting and any
adjourned or postponed Meeting, and to vote on all matters that come before
the Meeting the number of shares that the undersigned would be entitled to
vote if present in person, as specified below.
(INSTRUCTIONS: Mark votes by placing an "x" in the appropriate [ ].)
1. ELECTION OF ONE DIRECTOR
[ ] FOR PHILLIP GOLDSTEIN [ ] WITHHOLD AUTHORITY
2. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE FUND'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER 31, 2010
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. TO REQUEST THAT THE BOARD TAKE ACTION TO CONVERT THE FUND TO AN INTERVAL
FUND AND ESTABLISH A RELATED FUNDAMENTAL POLICY
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. TO TERMINATE THE MNAGEMENT AGREEMENT BETWEEN THE FUND AND NOMURA ASSET
MANAGEMENT U.S.A. INC.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
5. TO REQUEST THAT THE BOARD AUTHORIZE A SELF-TENDER OFFER FOR ALL
OUTSTANDING COMMON SHARES OF THE FUND AT NET ASSET VALUE (NAV)
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Please sign and date below. Your shares will be voted as directed. If no
direction is made, this proxy will be voted FOR the election of the nominee
named above, and FOR Proposals 2, 3, 4, and 5. The undersigned hereby
acknowledges receipt of the proxy statement dated July 19, 2010 of BIGP and
revokes any proxy previously executed.
Signature(s)_________________________________ Dated: ____________