-----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, O0solAcfByZYa9JsuOGruKyFdLBQ5mF4SD9OCazDvs9FGRL7c9lyoji451OQcvs6 50ngcinTX8uD+wO65dcuFQ== 0000912057-02-016987.txt : 20020430 0000912057-02-016987.hdr.sgml : 20020430 ACCESSION NUMBER: 0000912057-02-016987 CONFORMED SUBMISSION TYPE: 486BPOS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020429 EFFECTIVENESS DATE: 20020429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JAPAN EQUITY FUND INC CENTRAL INDEX KEY: 0000866095 IRS NUMBER: 223060893 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 486BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-96822 FILM NUMBER: 02623908 BUSINESS ADDRESS: STREET 1: ONE EVERTRUST PLAZA STREET 2: C/O DAIWA SECURITIES TRUST CO CITY: JERSEY CITY STATE: NJ ZIP: 07302 BUSINESS PHONE: 2019153054 MAIL ADDRESS: STREET 1: DAIWA SECURITIES TRUST CO STREET 2: ONE EVERTRUST PLAZA CITY: JERSEY CITY STATE: NJ ZIP: 07302 FORMER COMPANY: FORMER CONFORMED NAME: JAPAN EMERGING EQUITY FUND INC DATE OF NAME CHANGE: 19920407 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JAPAN EQUITY FUND INC CENTRAL INDEX KEY: 0000866095 IRS NUMBER: 223060893 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 486BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-06142 FILM NUMBER: 02623909 BUSINESS ADDRESS: STREET 1: ONE EVERTRUST PLAZA STREET 2: C/O DAIWA SECURITIES TRUST CO CITY: JERSEY CITY STATE: NJ ZIP: 07302 BUSINESS PHONE: 2019153054 MAIL ADDRESS: STREET 1: DAIWA SECURITIES TRUST CO STREET 2: ONE EVERTRUST PLAZA CITY: JERSEY CITY STATE: NJ ZIP: 07302 FORMER COMPANY: FORMER CONFORMED NAME: JAPAN EMERGING EQUITY FUND INC DATE OF NAME CHANGE: 19920407 486BPOS 1 a2078082z486bpos.txt 486BPOS AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 2002 SECURITIES ACT FILE NO. 33-96822 INVESTMENT COMPANY ACT FILE NO. 811-06142 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM N-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |_| PRE-EFFECTIVE AMENDMENT NO. |_| POST-EFFECTIVE AMENDMENT NO. |_| AND/OR REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |X| AMENDMENT NO. 11 |X| (CHECK APPROPRIATE BOX OR BOXES.) -------------- THE JAPAN EQUITY FUND, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) C/O DAIWA SECURITIES TRUST COMPANY ONE EVERTRUST PLAZA JERSEY CITY, NEW JERSEY 07302 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (201) 915-3650 -------------- JOHN O'KEEFE THE JAPAN EQUITY FUND, INC. C/O DAIWA SECURITIES TRUST COMPANY ONE EVERTRUST PLAZA JERSEY CITY, NEW JERSEY 07302-3051 (NAME AND ADDRESS OF AGENT FOR SERVICE) -------------- WITH COPIES TO: LEONARD B. MACKEY, JR., ESQ. CLIFFORD CHANCE ROGERS & WELLS LLP 200 PARK AVENUE NEW YORK, NEW YORK 10166 (212) 878-8000 -------------- EXPLANATORY NOTE This filing is made solely for the purpose of filing as Exhibits the Articles Supplementary and the Amendment to the Amended and Restated By-Laws of The Japan Equity Fund, Inc. PART C - OTHER INFORMATION ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS (1) Financial Statements (Not Applicable) (2) Exhibits (a) (1) -- Articles of Incorporation* (2) -- Articles of Amendment and Restatement*** (3) -- Articles Supplementary++ (b) (1) -- Amended and Restated By-Laws****** (2) -- Amendment to Amended and Restated By-Laws******** (3) -- Amendment to Amended and Restated By-Laws++ (c) -- Not applicable (d) (1) -- Copies of instruments defining the rights of shareholders, including the relevant portions of the Articles of Amendment and Restatement and the Amended and Restated By-Laws of the Registrant+ (2) -- Form of Subscription Certificate******* (3) -- Form of Notice of Guaranteed Delivery******* (4) -- Nominee Holder Oversubscription Exercise Form******* (5) -- Form of Certificate and Request for Additional Rights******* (6) -- Form of Subscription Agent Agreement******* (7) -- Information Agent Agreement****** (e) -- Dividend Reinvestment and Cash Purchase Plan***** (f) -- Not applicable (g) (1) -- Form of Investment Management Agreement***** (2) -- Form of Investment Advisory Agreement***** (h) (1) -- Form of Dealer Manager Agreement******* (2) -- Form of Soliciting Dealer Agreement******* (i) -- Not applicable (j) (1) -- Form of Custodial Services Agreement**** (2) -- Form of Japanese Custody Contract***** (k) (1) -- Form of Agreement for Stock Transfer Services***** (2) -- Form of Administration Agreement*** (l) (1) -- Opinion and Consent of Rogers & Wells******* (2) -- Opinion and Consent of Piper & Marbury L.L.P.******* (3) -- Opinion and Consent of Hamada & Matsumoto******* (m) -- Not applicable (n) (1) -- Consent of Price Waterhouse LLP******* (o) -- Not applicable (p) -- Not applicable (q) -- Not applicable (r) -- Not applicable - ---------- * Filed as an exhibit to the Fund's Registration Statement on Form N-2 on July 23, 1990 (File Nos. 33-35932; 811-06142). ** Filed as an exhibit to Pre-Effective Amendment No. 1 to the Fund's Registration Statement on Form N-2 on May 6, 1991 (File Nos. 33-35932; 811-06142). *** Filed as an exhibit to Pre-Effective Amendment No. 2 to the Fund's Registration Statement on Form N-2 on April 6, 1992 (File Nos. 33-35932; 811-06142). **** Filed as an exhibit to Pre-Effective Amendment No. 3 to the Fund's Registration Statement on Form N-2 on June 5, 1992 (File Nos. 33-35932; 811-06142). ***** Filed as an exhibit to Pre-Effective Amendment No. 5 to the Fund's Registration Statement on Form N-2 on July 17, 1992 (File Nos. 33-35932; 811-06142). ****** Filed as an exhibit to Pre-Effective Amendment No. 7 to the Fund's Registration Statement on Form N-2 on April 25, 1994 (File Nos. 33-76466; 811-06142). ******* Filed as an exhibit to Pre-Effective Amendment No. 9 to the Fund's Registration Statement on Form N-2 on October 30, 1995 (File Nos. 33-96822; 811-06142). ******** Filed as an exhibit to Amendment No. 10 to the Fund's Registration Statement on Form N-2 on March 20, 1998 (File No. 811-06142). + Reference is made to Articles II (Section 3), V, VI, VII, VIII, X, XI, and XII of the Registrant's Articles of Amendment and Restatement, previously filed as Exhibit (a)(2) to the Registration Statement; Articles I, IV, VII and VIII of the Amended and Restated By-Laws, previously filed as Exhibit (b) to the Registration Statement; and the Amendment to Amended and Restated By-Laws filed herewith. ++ Filed herewith. SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, as amended, the Registrant has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jersey City, and State of New Jersey, on the 29th day of April, 2002. THE JAPAN EQUITY FUND, INC. By: /s/ John J. O'Keefe ------------------------------------ Name: John J. O'Keefe Title: Vice President EXHIBIT INDEX
EXHIBIT DESCRIPTION OF DOCUMENT LOCATION OF EXHIBIT NUMBER ----------------------- IN SEQUENTIAL NUMBERING SYSTEM ------ ------------------------------ 2 Articles Supplementary a(3) 2 Amendment to Amended and b(3) Restated By-Laws
EX-99.2A(3) 3 a2078082zex-99_2a3.txt EXHIBIT 99.2.A(3) THE JAPAN EQUITY FUND, INC. ARTICLES SUPPLEMENTARY The Japan Equity Fund, Inc., a Maryland corporation (the "Corporation"), having its principal office c/o Daiwa Securities Trust Company, One Evertrust Plaza, Jersey City, New Jersey 07302, hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The Corporation is registered as a closed-end investment company under the Investment Company Act of 1940, as amended, and has a class of equity securities registered under the Securities Exchange Act of 1934, as amended, and the Corporation has at least three directors who are not officers or employees of the Corporation; are not acquiring persons (as defined in Section 3-801(b) of the General Corporation Law of the State of Maryland); are not directors, officers, affiliates or associates of an acquiring person; and were not nominated or designated as directors by an acquiring person. SECOND: On December 7, 2001, a majority of the Board of Directors of the Corporation passed resolutions electing to become subject to Sections 3-804(c) and 3-805 of the General Corporation Law of the State of Maryland. THIRD: No other change is intended or effected. IN WITNESS WHEREOF, The Japan Equity Fund, Inc. has caused these presents to be signed in its name and on its behalf by its Vice President and witnessed by its Secretary on January 10, 2002. WITNESS THE JAPAN EQUITY FUND, INC. /s/ Judy Runrun Tu /s/ John J. O'Keefe - -------------------- ---------------------- Name: Judy Runrun Tu Name: John J. O'Keefe Title: Secretary Title: Vice President THE UNDERSIGNED, Vice President of The Japan Equity Fund, Inc., who executed on behalf of the Corporation the foregoing Articles Supplementary of which this Certificate is made a part, hereby acknowledges the foregoing Articles Supplementary to be the corporate act of said Corporation and hereby certifies that to the best of his knowledge, information, and belief the matters and facts set forth therein with respect to the authorization and approval thereof are true in all material respects under penalties of perjury. /s/ John J. O'Keefe -------------------------- Name: John J. O'Keefe Title: Vice President EX-99.2B(3) 4 a2078082zex-99_2b3.txt EXHIBIT 99.2.B(3) THE JAPAN EQUITY FUND, INC. Amendment to Amended and Restated By-Laws December 7, 2001 The first sentence of Article I, Section 3 of the Amended and Restated By-Laws of the Corporation, be and it hereby is, amended to read as follows: Special or extraordinary meetings of the stockholders for any purpose or purposes may be called by the Chairman, the President or a majority of the Board of Directors, and shall be called by the Secretary upon receipt of the request in writing signed by stockholders holding not less than a majority of the common stock issued and outstanding and entitled to vote thereat. Article II, Section 2 of the Amended and Restated By-Laws of the Corporation, be and it hereby is, amended to read as follows: In case of any vacancy in the Board of Directors through death, resignation or other cause, other than an increase in the number of Directors, a majority of the remaining Directors, although a majority is less than a quorum, by an affirmative vote, may elect a successor to hold office for the remainder of the full term of the class of Directors in which the vacancy occurred. -----END PRIVACY-ENHANCED MESSAGE-----