-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G1tgQApafJGe5WHYhuzpVgV8YYFxs9qF9ijD6uXhYufYh8q3grSqUrOOUf0TKw8p ZMYqCCJdVLucM3iJoDTZJQ== 0000912057-96-006287.txt : 19960412 0000912057-96-006287.hdr.sgml : 19960412 ACCESSION NUMBER: 0000912057-96-006287 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960606 FILED AS OF DATE: 19960411 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: JAPAN EQUITY FUND INC CENTRAL INDEX KEY: 0000866095 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 223060893 STATE OF INCORPORATION: MD FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-06142 FILM NUMBER: 96546157 BUSINESS ADDRESS: STREET 1: ONE EVERTRUST PLAZA STREET 2: C/O DAIWA SECURITIES TRUST CO CITY: JERSEY CITY STATE: NJ ZIP: 07302 BUSINESS PHONE: 2013337300 FORMER COMPANY: FORMER CONFORMED NAME: JAPAN EMERGING EQUITY FUND INC DATE OF NAME CHANGE: 19920407 DEF 14A 1 DEF 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant /X/ Filed by a Party other than the Registrant / / Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) /X/ Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 THE JAPAN EQUITY 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): / / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. / / $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). / / 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: ------------------------------------------------------------------------ 5) Total fee paid: ------------------------------------------------------------------------ /X/ 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: ------------------------------------------------------------------------ 4) Date Filed: ------------------------------------------------------------------------ THE JAPAN EQUITY FUND, INC. C/O DAIWA SECURITIES TRUST COMPANY ONE EVERTRUST PLAZA JERSEY CITY, NEW JERSEY 07302 (800) 933-3440 April 11, 1996 Dear Stockholders: The Annual Meeting of Stockholders of The Japan Equity Fund, Inc. (the "Fund") will be held at 11:30 A.M., New York time, on Thursday, June 6, 1996, at the offices of Daiwa Securities America Inc., Financial Square, 32 Old Slip, 14th Floor, New York, New York 10005. A Notice and Proxy Statement regarding the meeting, a proxy card for your vote at the meeting, and a postage prepaid envelope in which to return your proxy are enclosed. At the Annual Meeting, the stockholders will (i) elect two Class III directors, (ii) consider the ratification of the selection of Price Waterhouse LLP as independent accountants and (iii) consider whether to approve a change in the Fund's investment restrictions to allow the Fund to lend portfolio securities. In addition, the stockholders who will be present at the Annual Meeting 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 Meeting 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, [SIGNATURE] Katsunari Rembutsu CHAIRMAN OF THE BOARD STOCKHOLDERS ARE URGED TO SIGN AND MAIL THE ACCOMPANYING PROXY IN THE ENCLOSED RETURN ENVELOPE TO INSURE A QUORUM AT THE MEETING. THE JAPAN EQUITY FUND, INC. ---------- NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS JUNE 6, 1996 ------------------------ To the Stockholders of The Japan Equity Fund, Inc.: NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of The Japan Equity Fund, Inc. (the "Fund") 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 6, 1996, at 11:30 A.M., New York time, for the following purposes: 1. To elect two Class III directors to serve for a term expiring on the date on which the Annual Meeting of Stockholders is held in 1999. 2. To ratify or reject the selection of Price Waterhouse LLP as independent accountants of the Fund for its fiscal year ending October 31, 1996. 3. To approve or disapprove a change in the Fund's investment restrictions to permit the Fund to lend portfolio securities. 4. To transact such other business as may properly come before the meeting or any adjournments thereof. The Board of Directors has fixed the close of business on March 18, 1996 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 meeting. Stockholders who do not expect to attend the meeting in person are requested to complete, date and sign the enclosed form of proxy and return it promptly in the envelope provided for that purpose. You may nevertheless vote in person at the meeting if you choose to attend. The enclosed proxy is being solicited by the Board of Directors of the Fund. By order of the Board of Directors, Lawrence Jacob SECRETARY April 11, 1996 THE JAPAN EQUITY FUND, INC. ---------- PROXY STATEMENT ------------------------ INTRODUCTION This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of THE JAPAN EQUITY FUND, INC. (the "Fund") for use at the Annual Meeting of Stockholders, to 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 6, 1996, at 11:30 A.M., New York time, and at any adjournments thereof. This Proxy Statement and the form of proxy are being mailed to stockholders on or about April 11, 1996. Any stockholder giving a proxy in advance of the Annual Meeting has the power to revoke it by mail (addressed to the Secretary, The Japan Equity Fund, Inc., c/o Daiwa Securities Trust Company, One Evertrust Plaza, 9th Floor, Jersey City, New Jersey 07302) or in person at the meeting, by executing a superseding proxy or by submitting a notice of revocation to the Fund. All properly executed proxies received in time for the meeting will be voted as specified in the proxy or, if no specification is made, for each proposal referred to in this Proxy Statement. Abstentions and broker non-votes are each included in the determination of the number of shares present at the meeting. THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT FOR ITS FISCAL YEAR ENDED OCTOBER 31, 1995 TO ANY STOCKHOLDER REQUESTING SUCH REPORT. REQUESTS FOR THE ANNUAL REPORT SHOULD BE MADE BY WRITING TO THE JAPAN EQUITY FUND, INC., C/O DAIWA SECURITIES TRUST COMPANY, ONE EVERTRUST PLAZA, 9TH FLOOR, JERSEY CITY, NEW JERSEY 07302, ATTENTION: SHAREHOLDER RELATIONS OR BY CALLING (800) 933-3440 OR (201) 915-3020. The Board of Directors has fixed the close of business on March 18, 1996 as the record date for the determination of stockholders entitled to notice of and to vote at the meeting 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 Fund had outstanding 10,795,862 shares of common stock. To the knowledge of the Fund's management, no person owned beneficially more than 5% of the Fund's outstanding shares as of March 18, 1996. Management of the Fund knows of no business other than that mentioned in Items 1, 2 and 3 of the Notice of Meeting which will be presented for consideration at the meeting. If any other matter is properly presented, it is the intention of the persons named in the enclosed proxy to vote in accordance with their best judgment. 1 The Board recommends that the stockholders vote in favor of each of the matters mentioned in Items 1, 2 and 3 of the Notice of Meeting. (1) ELECTION OF DIRECTORS Persons named in the accompanying form of proxy intend in the absence of contrary instructions to vote all proxies for the election of the two nominees listed below as directors of the Fund: CLASS III - ------------------------ Harry M. Markowitz Austin C. Dowling to serve for terms expiring on the date of subsequent Annual Meetings of Stockholders in 1999 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 the Board of Directors to replace any such nominee. The election of each director will require the affirmative vote of a majority of the votes cast at the meeting. For this purpose, abstentions and broker non-votes will not be counted as votes cast at the meeting. INFORMATION CONCERNING NOMINEES AND DIRECTORS The following table sets forth information concerning each of the nominees as a director of the Fund, as well as the other current directors of the Fund. Each of the nominees is now a director of the Fund and has consented to be named in this Proxy Statement and to serve as a director of the Fund if elected. NOMINEES
PRESENT OFFICE WITH THE FUND, IF ANY, PRINCIPAL OCCUPATION SHARES OR EMPLOYMENT DURING PAST BENEFICIALLY FIVE YEARS AND OWNED PERCENT NAME (AGE) AND ADDRESS DIRECTORSHIPS IN DIRECTOR FEBRUARY 29, OF OF NOMINEES PUBLICLY HELD COMPANIES SINCE 1996(+) CLASS - --------------------------------------------- ------------------------------------------- ----------- ------------ ------------ Austin C. Dowling (64) Director, Office of Finance, 1992 2,046 ** 1002E Long Beach Boulevard Federal Home Loan Bank System, from 1984 to North Beach, New Jersey 1991; President, 08008 The Financing Corporation (U.S. government agency), from 1987 to 1991; President, the Resolution Funding Corporation, from 1989 to 1991; Director, The Thai Capital Fund, Inc., since 1990. * Harry M. Markowitz (68) President of the Fund; Director of 1992 1,779 ** 1010 Turquoise Street Research, Global Portfolio Research Suite 245 Department, Daiwa Securities Trust Company, San Diego, California since 1990; President of Harry Markowitz 92109 Company since 1984; Marvin Speiser Distinguished Professor of Finance and Economics, Baruch College, City
2
PRESENT OFFICE WITH THE FUND, IF ANY, PRINCIPAL OCCUPATION SHARES OR EMPLOYMENT DURING PAST BENEFICIALLY FIVE YEARS AND OWNED PERCENT NAME (AGE) AND ADDRESS DIRECTORSHIPS IN DIRECTOR FEBRUARY 29, OF OF NOMINEES PUBLICLY HELD COMPANIES SINCE 1996(+) CLASS - --------------------------------------------- ------------------------------------------- ----------- ------------ ------------ University of New York, from 1982 to 1993; Director, Health Chem Corporation from 1993 to 1994. OTHER CURRENT DIRECTORS * Katsunari Rembutsu (51) Chairman of the Board of the Fund; Chairman 1994 None -- One Evertrust Plaza and President, Daiwa Securities Trust Jersey City, New Jersey Company, since 1994; Chief Executive, Daiwa 07302 Europe Bank plc, from 1991 to 1994; President, Daiwa Securities Hong Kong, from 1989 to 1991. Martin J. Gruber (58) Chairman of Finance Department and 1992 4,961 ** 229 South Irving Street Professor of Finance, Leonard N. Stern Ridgewood, New Jersey School of Business, New York University; 07450 Director, Cowen Income & Growth Fund Inc.; Director, Cowen Opportunity Fund; Director, Standby Reserve Fund Inc.; Director, Standby Tax Exempt Reserve Fund Inc.; Trustee, BT Pyramid Fund, since 1992; Trustee, BT Leadership Trust, since 1993; Director, The Taiwan Equity Fund, Inc., since 1994. Robert F. Gurnee (68) Chairman and Chief Executive Officer, 1992 1,156 ** 3801 Kennett Pike Financial Integrity Group Inc. (bank and Building C, Suite 201 financial services consulting firm), since Greenville, Delaware 1990; Director, Vestaur Securities Co., 19807 since 1991; Director, Mellon Bank (DE), since 1990; Director, The Thai Capital Fund, Inc., since 1990.
3
PRESENT OFFICE WITH THE FUND, IF ANY, PRINCIPAL OCCUPATION SHARES OR EMPLOYMENT DURING PAST BENEFICIALLY FIVE YEARS AND OWNED PERCENT NAME (AGE) AND ADDRESS DIRECTORSHIPS IN DIRECTOR FEBRUARY 29, OF OF NOMINEES PUBLICLY HELD COMPANIES SINCE 1996(+) CLASS - --------------------------------------------- ------------------------------------------- ----------- ------------ ------------ Frederick W. Zuckerman (61) Private Investor and Financial Consultant; 1992 None -- 605 Park Avenue Vice President and Treasurer, IBM Corp., Apartment 20-A from 1993 to 1995; Senior Vice President New York, New York and Treasurer, RJR Nabisco, Inc., from 1991 10021 to 1993; Financial Consultant, from 1990 to 1991; Director, Olympic Financial, Ltd., since 1995; Director, Northeast Savings Bank, from 1989 to 1995; Director, The Singapore Fund, Inc., since 1990; Trustee, Meditrust, since 1990; Director, Northeast Federal Corp., from 1990 to 1995; Director, Anacomp, Inc., since 1990; Director, System Industries, Inc., from 1983 to 1992; Director, Drexel Burnham Lambert Group, Inc., from 1990 to 1992; Director, The Turner Corporation, since 1992; Director, NVR, Inc., since 1993; Director, Caere Corporation, since 1995.
- ------------------------ (+) The information as to beneficial ownership is based on statements furnished to the Fund by the nominees and directors. * Directors so noted are deemed by the Fund's counsel to be "interested persons" (as defined in the U.S. Investment Company Act of 1940, as amended (the "1940 Act")) of the Fund or of the Fund's investment manager, Daiwa International Capital Management Corp. (the "Investment Manager"), or the Fund's investment adviser, Daiwa Securities Trust Company (the "Investment Adviser"). Both Mr. Rembutsu and Dr. Markowitz are interested persons because of their affiliation with the Fund's Investment Adviser, or because they are officers of the Fund, or both. ** Represented less than 1% of the outstanding shares at February 29, 1996. The Fund's Board of Directors held four regular meetings and one special meeting during the fiscal year ended October 31, 1995. Mr. Rembutsu attended fewer than 75% of the total number of Board meetings. The death of Mr. K.S. Wu in December 1995 has left a vacancy on the Board and no one has been nominated to stand for election to replace him as a Class II director. The Fund's Board of Directors has an Audit Committee which is responsible for reviewing financial and accounting matters. The current members of the Audit Committee are Messrs. Dowling, Gruber, Gurnee and Zuckerman. The Audit Committee met twice during the fiscal year ended October 31, 1995. All of the members of the Committee attended the meetings held during the fiscal year. The Fund has neither a compensation nor a nominating committee. 4 Section 16(a) of the U.S. Securities Exchange Act of 1934, as amended, requires the Fund's officers and directors, and persons who own more than ten percent of a registered class of the Fund's equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and the New York Stock Exchange, Inc. The Fund believes that its officers and directors have complied with all applicable filing requirements. OFFICERS OF THE FUND Mr. Rembutsu (age 51) has been Chairman of the Board of the Fund since December 1994 (see information provided above). Dr. Markowitz (age 68) has been President of the Fund since July 1992 (see information provided above). Daniel F. Barry (age 49), Vice President of the Fund since July 1992, was also Treasurer of the Fund from July 1992 to September 1994 and has been Senior Vice President of Daiwa Securities Trust Company ("DST"), the Fund's Investment Adviser, Administrator and Custodian, since June 1993. From June 1990 to June 1993, he was Vice President, Mutual Fund Administration of DST and from 1986 to 1990, he was a First Vice President and Director of Mutual Fund Reporting of Mitchell Hutchins Asset Management, Inc. Lawrence Jacob (age 51), Secretary of the Fund since July 1992, has been Senior Vice President since November 1985, and Assistant Secretary since February 1986, of Daiwa Securities America Inc. Edward J. Grace (age 49), Treasurer of the Fund since September 1994, was Assistant Treasurer of the Fund from July 1992 to September 1994 and has been a Vice President of DST since December 1992 and Assistant Vice President of DST from 1989 to December 1992. John J. O'Keefe (age 36), Assistant Treasurer of the Fund since September 1994, has been an Assistant Vice President of DST since January 1994 and was a Senior Accountant of DST from July 1990 to January 1994. From 1986 to 1990, he was an Account Executive at Fahnestock & Co. Inc. Laurence E. Cranch (age 49), Assistant Secretary of the Fund since July 1992, has been a partner in the law firm of Rogers & Wells since 1980. TRANSACTIONS WITH AND REMUNERATION OF OFFICERS AND DIRECTORS The aggregate fee remuneration for directors not affiliated with the Investment Manager or the Investment Adviser was U.S. $49,750 during the fiscal year ended October 31, 1995. Each such non-affiliated director currently receives fees, paid by the Fund, of U.S. $750 for each directors' meeting attended in person or by telephone, U.S. $600 for each audit committee meeting attended in person or by telephone and an annual fee of U.S. $5,000. The officers and interested directors of the Fund received no compensation from the Fund. DST, which pays the compensation and certain expenses of the officers of DST who serve as officers of the Fund, receives administration, custodian and advisory fees. Set forth below is a chart showing the aggregate fee compensation paid by the Fund (in U.S. dollars) to each of its directors during the fiscal year ended October 31, 1995, as well as the total fee compensation paid to each director of the Fund by the Fund and by other investment companies 5 advised by the Investment Manager, the Investment Adviser or their respective affiliates (collectively, the "Fund Complex") for their services as directors of such investment companies during their respective fiscal years:
TOTAL PENSION OR COMPENSATION RETIREMENT FROM FUND AND AGGREGATE BENEFITS ACCRUED FUND COMPLEX COMPENSATION AS PART OF PAID TO NAME OF DIRECTOR FROM FUND FUND EXPENSES DIRECTORS - ------------------------------ ------------- ----------------- -------------- Katsunari Rembutsu+ $ 0 None $ 0 Harry M. Markowitz+ 0 None 0 Austin C. Dowling* 9,950 None 19,150 Martin J. Gruber* 9,950 None 18,550 Robert F. Gurnee* 9,950 None 19,150 K.S. Wu* 9,950 None 21,400 Frederick W. Zuckerman* 9,950 None 21,400
- ------------------------ * Also serves as a director of one other investment company for which an affiliate of Daiwa International Capital Management Corp. and Daiwa Securities Trust Company, the Fund's investment manager and investment adviser, respectively, serves as investment manager or investment adviser. + Mr. Rembutsu and Mr. Markowitz, who are affiliated with the Investment Manager and Investment Adviser and are therefore "interested persons" of the Fund, do not receive any fee compensation from the Fund for their services as directors. (2) RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS At a meeting held on March 7, 1996, the Board of Directors of the Fund, including a majority of the directors who are not "interested persons" of the Fund (as defined in the 1940 Act), selected Price Waterhouse LLP to act as independent accountants for the Fund for the fiscal year ending October 31, 1996. The Fund knows of no direct financial interest or material indirect financial interest of that firm in the Fund. One or more representatives of Price Waterhouse LLP are expected to be present at the meeting and will have an opportunity to make a statement if they so desire. Such representatives are expected to be available at the meeting to respond to appropriate questions from stockholders. This selection of independent accountants is subject to the ratification or rejection of the Fund's stockholders at the meeting. Ratification of the selection of the independent accountants will require the affirmative vote of a majority of the votes cast at the meeting. For this purpose, abstentions and broker non-votes will not be counted as votes cast at the meeting. (3) APPROVAL OF AN AMENDMENT TO THE FUND'S INVESTMENT RESTRICTIONS TO PERMIT THE FUND TO ENGAGE IN THE LENDING OF PORTFOLIO SECURITIES The Board of Directors of the Fund has unanimously approved and directed that there be submitted to the stockholders for their approval an amendment to the Fund's investment restrictions 6 to permit the Fund to engage in the lending of portfolio securities. If approved by the stockholders, the Fund would be able, from time to time, to lend securities (but not in excess of 33 1/3% of its total assets) from its portfolio of investments to brokers, dealers and financial institutions and, in turn, receive collateral in cash or securities believed by the Investment Manager to be equivalent to securities rated investment grade by Standard & Poor's Rating Group ("S&P") or Moody's Investors Services, Inc. ("Moody's"). While the loan is outstanding, the Fund will be required to maintain collateral at all times in an amount equal to at least 100% of the current market value of the securities loaned by the Fund, including any accrued interest or dividends receivable from those securities. Any cash collateral received by the Fund would be invested in short-term, high quality debt securities, the income from which would increase the return to the Fund. The Fund would retain all rights of beneficial ownership as to the loaned portfolio securities, including voting rights and rights to interest or other distributions, and would have the right to regain record ownership of loaned securities to exercise such beneficial rights. Such loans would be terminable at any time by either the Fund or the borrower. The Fund may be required to pay finders', administrative and custodial fees to persons unaffiliated with the Fund in connection with the arranging of such loans and, if permitted under the 1940 Act or pursuant to an exemptive order thereunder, such fees may be paid to persons affiliated with the Fund. In the event of a default by the borrower, the Fund might suffer time delays and incur costs or possible losses in connection with the Fund's disposition of the collateral. The Board of Directors believes that the proposed change is in the best interests of the Fund. Accordingly, the directors recommend that the stockholders vote to approve the proposed amendment to the Fund's investment restrictions. Currently, the Fund's investment restrictions state: "The Fund is not permitted to: . . . (5) Make loans, except through the purchase of debt securities consistent with its investment objective and policies." The text of the proposed amendment is as follows: "The Fund is not permitted to: . . . (5) Make loans, except through the purchase of debt securities AND THE LENDING OF PORTFOLIO SECURITIES consistent with its investment objectives and policies." Approval of the proposed amendment to the Fund's investment restrictions will require the affirmative vote of a majority of the Fund's outstanding shares of Common Stock. As defined in the 1940 Act, a "majority of outstanding shares" means the lesser of 67% of the voting securities present at the Annual Meeting of Stockholders, if a quorum is present, or 50% of the outstanding voting securities. For this purpose, both the abstentions and broker non-votes will have the effect of a vote to disapprove the proposed amendment. The Fund will continue under its current investment restrictions without change if this proposal is not approved by the stockholders. MISCELLANEOUS Proxies will be solicited by mail and may be solicited in person or by telephone or telegraph by officers of the Fund or personnel of DST. The Fund has retained Corporate Investor Communications, Inc. to assist in the proxy solicitation. The fee for such services is estimated at U.S.$4,500, plus reimbursement of expenses. The expenses connected with the solicitation of these proxies and with any further proxies which may be solicited by the Fund's officers or agents in person, by telephone or 7 by telegraph will be borne by the Fund. The Fund will reimburse banks, brokers and other persons holding the 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. In the event that sufficient votes in favor of any proposal set forth in the Notice of this meeting are not received by June 6, 1996, the persons named as attorneys in the enclosed proxy may propose one or more adjournments of the 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 the meeting to be adjourned. The persons named as attorneys in the enclosed proxy 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. STOCKHOLDER PROPOSALS Any proposal by a stockholder of the Fund intended to be presented at the 1997 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, not later than December 14, 1996. By order of the Board of Directors, Lawrence Jacob SECRETARY One Evertrust Plaza Jersey City, New Jersey 07302 April 11, 1996 8 (This page has been left blank intentionally.) THE JAPAN EQUITY FUND, INC. C/O DAIWA SECURITIES TRUST COMPANY ONE EVERTRUST PLAZA JERSEY CITY, NEW JERSEY 07302 ------------------------------ THE JAPAN EQUITY FUND, INC. PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF STOCKHOLDERS ON JUNE 6, 1996 The undersigned stockholder of The Japan Equity Fund, Inc. (the "Fund") hereby appoints Daniel F. Barry, Lawrence Jacob and Edward J. Grace, or any 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 6, 1996, at 11:30 A.M., New York time, and at any and all adjournments thereof, according to the number of votes the undersigned would be entitled to cast if personally present. PROPOSALS 1) The election of Harry M. Markowitz and Austin C. Dowling as Class III directors to serve for a term expiring on the date on which the Annual Meeting of Stockholders is held in 1999. 2) The ratification of the selection of Price Waterhouse LLP as independent accountants of the Fund for its fiscal year ending October 31, 1996. 3) The approval of an amendment to the Fund's investment restrictions to permit the Fund to lend portfolio securities. 4) In the discretion of such proxies, upon such other business as may properly come before the meeting or any adjournment thereof. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH INSTRUCTIONS GIVEN BY THE STOCKHOLDERS, BUT IF NO INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED IN FAVOR OF PROPOSALS 1, 2 AND 3 SET FORTH IN THIS PROXY. THE UNDERSIGNED HEREBY REVOKES ANY AND ALL PROXIES WITH RESPECT TO SUCH SHARES HERETOFORE GIVEN BY THE UNDERSIGNED. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE PROXY STATEMENT DATED APRIL 11, 1996. PROPOSALS (PLEASE CHECK ONE BOX FOR EACH PROPOSAL.) 1) / / FOR ALL nominees listed below / / WITHHOLD AUTHORITY (EXCEPT AS MARKED TO THE CONTRARY BELOW) TO VOTE FOR ALL NOMINEES LISTED BELOW
Nominees: Class III - Harry M. Markowitz Austin C. Dowling
(Instruction: To withhold authority to vote for any individual nominee, write that nominee's name in the space provided below.) ________________________________________________________________________________ 2) / / FOR / / AGAINST / / ABSTAIN 3) / / FOR / / AGAINST / / ABSTAIN Dated: ________________________, 1996 _____________________________________ _____________________________________ Signature(s) of Stockholder(s) RECORD DATE SHARES Please sign, date and return promptly. Signature(s) should be exactly as name or names appearing on this proxy. If shares are held jointly, each holder should sign. If signing is by attorney, administrator, trustee or guardian, please give full title. If the shareholder is a corporation, the President or a Vice President should sign in his or her own name, indicating title. If the shareholder is a partnership, a partner should sign in his or her own name, indicating that he or she is a "Partner." -----END PRIVACY-ENHANCED MESSAGE-----