-----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, L2THfyomDnDXO4HR0LQH76a0onlFh++detuW2lmsvx5eH+CwuqYfHReDaH3oQ8Ne 0hci0+ZZOhbMGLdsipv1xg== 0000861865-04-000002.txt : 20040310 0000861865-04-000002.hdr.sgml : 20040310 20040310111944 ACCESSION NUMBER: 0000861865-04-000002 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040310 EFFECTIVENESS DATE: 20040310 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THAI CAPITAL FUND INC CENTRAL INDEX KEY: 0000861865 IRS NUMBER: 223306251 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-06062 FILM NUMBER: 04659213 BUSINESS ADDRESS: STREET 1: ONE EVERTRUST PLAZA- 9TH FL STREET 2: DAIWA SECURITIES TRUST CO CITY: JERSEY CITY STATE: NJ ZIP: 07302-3051 BUSINESS PHONE: 2019153054 MAIL ADDRESS: STREET 1: ONE EVERTRUST PLAZA- 9TH FLOOR STREET 2: C/O DAIWA SECURITIES TRUST CO CITY: JERSEY CITY STATE: NJ ZIP: 07302-3051 N-CSR 1 tfncsr123103.txt THAI CAPITAL FUND NCSR 12-31-03 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - -------- FORM N-CSR - -------- CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES INVESTMENT COMPANY ACT FILE NUMBER 811- 06062 THE THAI CAPITAL FUND, INC. (Exact name of registrant as specified in charter) - -------- c/o Daiwa Securities Trust Company One Evertrust Plaza, 9th Floor Jersey City, New Jersey 07302-3051 (Address of principal executive offices) (Zip code) c/o Daiwa Securities Trust Company One Evertrust Plaza, 9th Floor Jersey City, New Jersey 07302-3051 (Name and address of agent for service) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (201) 915-3054 DATE OF FISCAL YEAR END: December 31, 2003 DATE OF REPORTING PERIOD: December 31, 2003 ITEM 1 - ANNUAL REPORT ANNUAL REPORT DECEMBER 31, 2003 THE THAI CAPITAL FUND, INC. THE THAI CAPITAL FUND, INC. GENERAL INFORMATION THE FUND The Thai Capital Fund, Inc. (the "Fund") is a non- diversified, closed-end management investment company. The Fund seeks long-term capital appreciation through investment primarily in equity securities of Thai companies. The Fund's investments in Thailand are made through a wholly-owned Investment Plan established under an agreement between SCB Asset Management Co., Ltd. (the "Manager") and the Fund. The Fund's investments through the Investment Plan are managed by the Manager. Daiwa SB Investments (H.K.) Ltd. provides the Manager with advice regarding investments by the Investment Plan and manages the Fund's assets held outside the Investment Plan. SHAREHOLDER INFORMATION Commencing December 24, 2003, the Fund's shares were listed on the American Stock Exchange ("AMEX"). The Fund understands that its shares may trade periodically on certain exchanges other than the AMEX, but the Fund has not listed its shares on those other exchanges and does not encourage trading on those exchanges. The Fund's trading symbol is "TF". Weekly comparative net asset value ("NAV") and market price information about the Fund is published each Monday in THE WALL STREET JOURNAL, each Sunday in THE NEW YORK TIMES, and each Saturday in BARRON'S, and also in many other newspapers. The Fund's weekly NAV is also available by visiting www.daiwast.com or calling (800) 933- 3440 or (201) 915-3020. Also, the Fund's website includes a monthly market review and a list of the Fund's top ten industries and holdings. INQUIRIES All general inquiries and requests for information should be directed to the Fund at (800) 426-5523. All written inquiries should be directed to the Fund at the following address: The Thai Capital Fund, Inc. c/o Daiwa Securities Trust Company One Evertrust Plaza, 9th Floor Jersey City, NJ 07302-3051 For specific information about your share account, please contact EquiServe Trust Company, N.A. (the "Plan Agent") at the address shown below. DIVIDEND REINVESTMENT PLAN A Dividend Reinvestment Plan (the "Plan") is available to provide Shareholders with automatic reinvestment of dividends and capital gain distributions in additional Fund shares. A brochure fully describing the Plan's terms and conditions is available from the Plan Agent at the following address: The Thai Capital Fund, Inc. c/o EquiServe Trust Company, N.A. P.O. Box 43010 Providence, RI 02940-3010 Telephone: (800) 426-5523 A brief summary of the material aspects of the Plan follows: WHO CAN PARTICIPATE IN THE PLAN? If you wish to participate and your shares are held in your name, no action is required on your part, as you are automatically enrolled by the Plan Agent. However, if your shares are held in the name of a brokerage firm, bank or nominee, you should instruct your nominee to participate in the Plan on your behalf. If your nominee is unable to participate in the Plan for you, you should request that your shares be registered in your name, so that you may participate directly in the Plan. Please contact the Plan Agent if you would like more information about how to change your registration so that you may participate in the Plan. MAY I WITHDRAW FROM THE PLAN? If your shares are held in your own name and you wish to receive all dividends and capital gain distributions in cash rather than in shares, you may withdraw from the Plan without penalty at any time by contacting the Plan Agent. If your shares are held in nominee name, you should be able to withdraw from the Plan without penalty at any time by sending written notice to your nominee. If you withdraw, you will receive a share certificate for all full shares or, if you wish, the Plan Agent will sell your shares and send you the proceeds, after the deduction of brokerage commissions. The Plan Agent will convert any fractional shares to cash at the then- current market price and send to you a check for the proceeds. HOW ARE THE DIVIDENDS AND DISTRIBUTIONS REINVESTED? If the market price of the Fund's shares on the payment date should equal or exceed their net asset value per share, the Fund will issue new shares to you at the higher of net asset value or 95% of the then-current market price. If the market price is lower than net asset value per share, the Fund will issue new shares to you at the market price. If the dividends or distributions are declared and payable as cash only, you will receive shares purchased for you by the Plan Agent on the AMEX or otherwise on the open market to the extent available. IS THERE A COST TO PARTICIPATE? There are no Plan charges or brokerage charges for shares issued directly by the Fund. However, each participant will pay a pro rata portion of brokerage commissions for shares purchased on the AMEX or on the open market by the Plan Agent. WHAT ARE THE TAX IMPLICATIONS? The automatic reinvestment of dividends and distributions does not relieve you of any income tax which may be payable (or required to be withheld) on such dividends and distributions. In addition, the Plan Agent will reinvest dividends for foreign participants and for any participants subject to federal backup withholding after the deduction of the amounts required to be withheld. PLEASE NOTE THAT, IF YOU PARTICIPATE IN THE PLAN THROUGH A BROKERAGE ACCOUNT, YOU MAY NOT BE ABLE TO CONTINUE AS A PARTICIPANT IF YOU TRANSFER THOSE SHARES TO ANOTHER BROKER. CONTACT YOUR BROKER OR NOMINEE OR THE PLAN AGENT TO ASCERTAIN WHAT IS THE BEST ARRANGEMENT FOR YOU TO PARTICIPATE IN THE PLAN. 2 January 23, 2004 DEAR SHAREHOLDERS: The management of The Thai Capital Fund, Inc. (the "Fund") would like to take this opportunity to inform its shareholders about the Thai economy, the activities of the Stock Exchange of Thailand ("SET") and the Fund's performance for the year ended December 31, 2003. A REVIEW OF THE THAI ECONOMY IN 2003 The economy continued to expand during the third and fourth quarter, supported by strong domestic consumption and external demand. Private consumption was given a boost by improvement in both consumer and business sentiment and high prices for agricultural products. Export value increased on the back of increases in both price and quantity. The tourism industry clearly has fully recovered from the impact of SARS. We see indications of slowing growth in the third quarter relative to the second quarter, the result of the return to normal trend lines of consumption growth from the abnormally high growth seen in the preceding quarter. At the same time, the foundations of the Thai economy appear to be strengthening, reflected in low inflation, improved employment rate, rising bank lending growth, continued current account surplus, increased foreign reserve and declining external debt. For the entire 2003 fiscal year, government revenue grew by 13.6% year-on-year ("YoY"), while spending contracted 3.4%. The disbursement rate (excluding principal repayment) was 89.1% vs. 89.2% in fiscal year 2002. The cash balance was in surplus by Bt34.3 billion. The Consumer Price Index ("CPI") rose by 1.9% YoY and core CPI was unchanged from the same quarter. Moreover, the Thai economy as a whole remained strong with healthy growth seen in farm income, exports and private investment. Leading economic indicators and business confidence also edged up. The National Economic and Social Development Board ("NESDB") has revised 2003 Gross Domestic Product ("GDP") growth to 6.3%. It expects inflation to remain benign at 1.9% along with a healthy current account surplus of US$7.9 billion. NESDB 2004 growth forecast was raised to 7.0% on the back of 17% private investment growth and 14% export growth. Interestingly, government investment is projected to grow by only 2.0% and consumption by only 5.7%. The Ministry of Finance revised its forecast of GDP growth for 2004 to 8.3% due to a Bt135.5 billion increase in the government budget. This does not include the Bt900 billion of off-budget railway and road construction. THAI STOCK MARKET OVERVIEW & OUTLOOK The SET Index increased by 116.60% in 2003. Fears of terrorism during the Asia-Pacific Economic Cooperation ("APEC") meeting were thankfully unrealized and the successful conclusion of the APEC meeting spurred a sharp rebound in the market. Good third quarter 2003 earnings results in both the bank and non-bank sectors provided the major catalyst for the strong SET performance. Finally, in December, Thailand was the region's best performing market, rising over 22%. Key events upon which investors focused were the successful recapitalization of the Bank of Ayudhya, and a new plan to carve out remaining problem loans in the system. At the same time, the large capitalization sectors were quiet in general as foreign activity slowed in the third quarter. Quarterly performance in the third quarter was concentrated in the mid- cap and small-cap sectors, including stocks undergoing rehabilitation, with the 3 property sector rising 60.55%, the vehicle sector 82.78%, the finance sector 52.03% and rehabilitation sector 55.34%. The electronics sector consolidated as investors digested modest earnings expectations, up just 0.41% quarter-on-quarter. Large-cap stocks were back in the month of December mostly as a result of retail investors. The last several months proved to be an important turning point in which foreign investors no longer appear to determine the direction of the SET. We believe that domestic confidence is driving the SET and will be able to continue to do so this year with some corrections from time to time. We see continuation of gains given a still-attractive earnings yield gap in favor of equities. Sectors that benefit the most from excess domestic spending power are those in which supply is limited in the short run, specifically real estate and building materials. For the same reason, resource- based stocks may also continue to benefit. PERFORMANCE EVALUATION As of December 31, 2003, the Fund had net assets of US$30.2 million, representing a net asset value per share of US$9.62. Of this amount, Thai equity securities accounted for 96.20%; the remainder was in cash, bank deposits and promissory notes. Of the total net assets, 19.13% was invested in the energy sector, 19.02% in banks, 14.93% in communications, 12.65% in property development, 8.89% in building materials and 6.61% in entertainment and recreation. The remainder was invested in the vehicles and parts, printing and publishing and finance and securities sectors. In 2003, in Thai baht terms, the Fund's portfolio increased by +111.45% compared to the SET Index's increase of +116.60%, an underperformance to the market of 5.15%. The reasons behind this are given below: 1. The stocks under rehabilitation that were still trading in the stock market provided returns of 376.78% against overall SET returns of only 116.60% (including the rehabilitation sector), peaking with a return of 576.5% during the year. 2. The rehabilitation sector accounted for only 4.89% of market capitalization, sixth of the 30 stock market sectors at the end of the year, implying it has a material effect on calculations of the SET Index return. 3. In view of the shaky fundamental status of the stocks still in the rehabilitation sector, we are not comfortable investing in these stocks, believing the stocks to be enormously speculative and are being played by those who are betting that Thailand's economic recovery will extend as far as these essentially dead companies. 4. We invest on the basis of fundamentals and do not play in-and-out on market volatility. THE FUND'S INVESTMENT STRATEGY The first quarter of 2004 could be very volatile given that the market went up 116.6% YoY and 19.52% in December. The January effect may be seen, as well as profit-taking, especially in the energy, petrochemical and banking sectors. Trading volume therefore should continue to be strong. Economic growth should continue in 2004, driven by heavy government expenditure that will boost domestic consumption and investment. We expect brokers to revise their economic forecasts upwards. Sector reform in telecommunications and TV concessions are likely to be seen in the first half of 2004 as well as bank redemption of Stapled Limited Interest Preferred Stock ("SLIPS") and Capital Augmented Preference Shares ("CAPS"). We expect the SET Index to increase further in 2004, supported by economic growth, high government expenditures and corporate profits. 4 PORTFOLIO MANAGEMENT Mr. Cholathee Pornrojnangkool has been the Fund's portfolio manager since November 12, 2001. SCB Asset Management Co., Ltd. ("SCBAM") has employed Mr. Pornrojnangkool since 1999, and he is currently a member of SCBAM's Investment Committee. Previously, Mr. Pornrojnangkool was a private fund manager at SCB Securities Ltd. He has nine years of investment experience. Finally, the Fund's management would like to express its sincere thanks to all shareholders for their continued support and participation. Sincerely yours, /s/ IKUO MORI IKUO MORI CHAIRMAN OF THE BOARD 5 THE THAI CAPITAL FUND, INC. PORTFOLIO OF INVESTMENTS DECEMBER 31, 2003 THAI COMMON, WARRANTS AND PREFERRED STOCKS--96.20% COMMON STOCKS--94.66%
SHARES VALUE --------- ----------- BANKS--18.95% 1,102,700 Bangkok Bank Public Co., Ltd.* $ 3,038,302 776,800 Bank of Ayudhya Public Co., Ltd.* 276,870 740,400 DBS Thai Danu Bank Public Co., Ltd.* 97,323 1,673,700 Industrial Finance Corp. of Thailand* 230,580 1,267,400 Kasikornbank Public Co., Ltd.* 2,082,448 -------------- 5,725,523 -------------- BUILDING MATERIALS--8.89% 414,000 The Siam Cement Public Co., Ltd. 2,658,160 54,000 Tycoons Worldwide Group Public Co., Ltd.* 26,072 -------------- 2,684,232 -------------- COMMERCE--0.95% 304,600 BIG C Supercenter Public Co., Ltd. 141,675 56,700 C.P. 7-Eleven Public Co., Ltd.* 80,263 55,500 Siam Makro Public Co., Ltd. 64,535 -------------- 286,473 -------------- COMMUNICATION--14.93% 964,500 Advanced Info Service Public Co., Ltd. 2,072,374 1,909,000 Samart Corp. Public Co., Ltd.* 540,469 1,302,600 Shin Corporations Public Co., Ltd. 1,275,939 343,950 Shin Satellite Public Co., Ltd.* 291,264 164,400 TelecomAsia Corp. Public Co., Ltd.* 30,337 394,400 United Communication Industry Public Co., Ltd.* 299,092 -------------- 4,509,475 -------------- ELECTRICAL--1.07% 459,200 Mida Assets Public Co., Ltd.* 322,116 -------------- ELECTRONIC COMPONENTS--1.24% 118,500 Hana Microelectronic Public Co., Ltd. 374,434 100 Thai Precision Manufacturing Co., Ltd.*+ -- -------------- 374,434 -------------- ENERGY--19.13% 333,900 Electricity Generating Public Co., Ltd. 759,637 342,100 PTT Exploration and Production Public Co., Ltd. 2,282,990 585,000 PTT Public Co., Ltd. 2,735,739 -------------- 5,778,366 -------------- ENTERTAINMENT & RECREATION--6.58% 113,100 BEC World Public Co., Ltd. 646,127 144,200 EGV Entertainment Public Co., Ltd. 42,283 135,700 GMM Media Public Co., Ltd. 113,199 1,200,000 ITV Public Co., Ltd.* 902,434
6
VALUE SHARES ----------- - -------------- 201,700 Major Cineplex Group Public Co., Ltd. $ 81,578 282,777 United Broadcasting Corp. Public Co., Ltd.* 203,721 -------------- 1,989,342 -------------- FINANCE & SECURITIES--1.86% 64,600 ABN Amro Asia Securities Public Co., Ltd. 145,335 270,000 Siam General Factoring Public Co., Ltd.* 67,569 348,600 Thitikorn Public Co., Ltd.* 126,893 267,600 TISCO Finance Public Co., Ltd.* 221,536 -------------- 561,333 -------------- HOUSEHOLD GOODS--0.31% 102,700 Modernform Group Public Co., Ltd. 94,108 -------------- MINING--0.95% 683,800 Padaeng Industry Public Co., Ltd.* 286,935 -------------- PRINTING & PUBLISHING--2.85% 327,900 Amarin Printing Group Public Co., Ltd. 862,029 -------------- PROPERTY DEVELOPMENT--11.54% 76,100 Italian-Thai Development Public Co., Ltd.* 265,467 415,500 Lalin Property Public Co., Ltd. 115,534 6,478,200 Land and House Public Co., Ltd. 2,014,218 540,700 Noble Development Public Co., Ltd. 198,185 110,400 Sammakorn Public Co., Ltd. 113,024 1,495,100 Sino Thai Engineering & Construction Public Co., Ltd.* 778,546 -------------- 3,484,974 -------------- RETAIL FOOD--1.27% 70,000 S&P Syndicate Public Co., Ltd. 46,449 138,000 Serm Suk Public Co., Ltd. 109,012 292,500 Thai Union Frozen Products Public Co., Ltd. 229,211 -------------- 384,672 -------------- UTILITIES--1.12% 243,100 Eastern Water Resources Development & Management Public Co., Ltd. 337,983 -------------- VEHICLES & PARTS--3.02% 66,330 Aapico Hitech Public Co., Ltd. 261,566 475,000 Thai Rung Union Car Co., Ltd. 177,706 46,900 Thai Stanley Electric Public Co., Ltd. 474,220 -------------- 913,492 -------------- Total Common Stocks (Cost--$13,411,824) 28,595,487 --------------
7 PREFERRED STOCKS--0.37%
SHARES VALUE - ----------- -------------- BANKS--0.07% 16,300 The Siam Commercial Bank Public Co., Ltd.* $ 22,044 - -------------- FINANCE & SECURITIES--0.30% 109,900 TISCO Finance Public Co., Ltd.* 90,288 -------------- Total Preferred Stocks (Cost--$54,220) 112,332 -------------- WARRANTS--1.17% ENTERTAINMENT & RECREATION--0.03% 36,050 EGV Entertainment Public Co., Ltd., expires 2008*+ 6,014 50,425 Major Cineplex Group Public Co., Ltd., expires 2006*+ 3,824 -------------- 9,838 -------------- PROPERTY DEVELOPMENT--1.11% 1,331,400 Land & House Public Co., Ltd., expires 9/2/08* 336,555 -------------- RETAIL FOOD--0.03% 35,000 S&P Syndicate Public Co., Ltd., expires 4/5/07* 7,520 -------------- Total Warrants (Cost--$0) 353,913 -------------- Total Thai Common, Warrants and Preferred Stocks (Cost--$13,466,044) 29,061,732 --------------
SHORT-TERM INVESTMENTS--3.17%
PRINCIPAL AMOUNT (000) VALUE - ----------- -------------- THAI BAHT PROMISSORY NOTES--2.09% 10,000 The Book Club Finance Public Co., Ltd., 1.00%, (Payable on Demand) $ 252,782 15,000 UOB Radanasin Bank Public Co., Ltd., 0.75%, (Payable on Demand) 379,174 -------------- Total Thai Baht Promissory Notes 631,956 -------------- THAI BAHT SAVINGS ACCOUNT--0.66% 2,572 Bank Credit Agricole Indosuez, 0.50%, (Payable on Demand) 65,025 5,343 Citibank N.A. Gold, 0.75%, (Payable on Demand) 135,058 -------------- Total Thai Baht Savings Account 200,083 -------------- U.S. DOLLAR TIME DEPOSIT--0.42% 125 Bank of New York, 0.05%, due 1/2/04 124,618 -------------- Total Short-Term Investments (Cost--$929,108) 956,657 -------------- Total Investments--99.37% (Cost--$14,395,152) 30,018,389 Other assets less liabilities--0.63% 191,002 -------------- NET ASSETS (Applicable to 3,139,294 shares of capital stock outstanding; equivalent to $9.62 per share)--100.00% $ 30,209,391 ==============
- ---------- * Non-income producing securities. + Unlisted security. This unlisted security has been valued in good faith in such a manner as prescribed by the Board of Directors. 8 THE THAI CAPITAL FUND, INC. TEN LARGEST EQUITY CLASSIFICATIONS HELD DECEMBER 31, 2003
PERCENT OF INDUSTRY NET ASSETS - -------- ---------- Energy 19.13% Banks# 19.02 Communication 14.93 Property Development** 12.65 Building Materials 8.89 Entertainment & Recreation** 6.61 Vehicles & Parts 3.02 Printing & Publishing 2.85 Finance & Securities# 2.16 Retail Food** 1.30
TEN LARGEST EQUITY POSITIONS HELD DECEMBER 31, 2003
PERCENT OF ISSUE NET ASSETS - ----- ---------- Bangkok Bank Public Co., Ltd. 10.06% PTT Public Co., Ltd. 9.06 The Siam Cement Public Co., Ltd. 8.80 Land and House Public Co., Ltd.** 7.78 PTT Exploration and Production Public Co., Ltd. 7.56 Kasikornbank Public Co., Ltd. 6.89 Advanced Info Service Public Co., Ltd. 6.86 Shin Corporations Public Co., Ltd. 4.22 ITV Public Co., Ltd. 2.99 Amarin Printing Group Public Co., Ltd. 2.85
- ---------- # Includes the value of preferred stocks. ** Includes the value of warrants. 9 THE THAI CAPITAL FUND, INC. STATEMENT OF ASSETS AND LIABILITIES DECEMBER 31, 2003 ASSETS Investment in securities, at value (cost--$14,395,152) $ 30,018,389 Cash denominated in foreign currency (cost--$473,624) 475,489 Interest receivable 851 Prepaid expenses 7,236 --------------- Total assets 30,501,965 - --------------- LIABILITIES Dividend Payable 194,636 Accrued Thai tax provision 19,500 Accrued expenses and other liabilities 78,438 --------------- Total liabilities 292,574 --------------- NET ASSETS Capital stock, $0.01 par value per share; total 100,000,000 shares authorized; 3,139,294 shares issued and outstanding 31,393 Paid-in capital in excess of par value 61,492,413 Accumulated net investment loss (1,986) Accumulated net realized loss on investments and foreign currency transactions (46,937,539) Net unrealized appreciation on investments and other assets and liabilities denominated in foreign currency 15,625,110 --------------- Net assets applicable to shares outstanding $ 30,209,391 =============== NET ASSET VALUE PER SHARE $ 9.62 ===============
See accompanying notes to financial statements. 10 THE THAI CAPITAL FUND, INC. STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2003 INVESTMENT INCOME: Dividends $ 610,500 Interest 8,103 --------------- Total investment income 618,603 --------------- EXPENSES: Administration fee 150,000 Investment management fee 112,198 Investment advisory fee 111,031 Audit and tax services 60,750 Legal fees and expenses 54,803 Reports and notices to shareholders 31,955 Custodian fees and expenses 27,942 Directors' fees and expenses 22,069 Transfer agency fee and expenses 13,857 Insurance expense 12,593 Other 11,755 --------------- Total expenses 608,953 --------------- Net investment income before waivers and tax 9,650 Waiver of: Administration fee (50,000) Investment advisory fee (74,021) Provision for Thai tax applicable to net investment income 19,500 --------------- NET INVESTMENT INCOME AFTER WAIVERS AND TAX 114,171 --------------- REALIZED AND UNREALIZED GAINS FROM INVESTMENT ACTIVITIES AND FOREIGN CURRENCY TRANSACTIONS: Net realized gains on investments 705,016 Net realized gains on foreign currency transactions 80,875 Net change in unrealized appreciation (depreciation) on equity investments 15,864,059 Net change in unrealized appreciation (depreciation) on translation of short-term investments and other assets and liabilities denominated in foreign currency 26,286 --------------- Net realized and unrealized gains from investment activities and foreign currency transactions 16,676,236 --------------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 16,790,407 ===============
See accompanying notes to financial statements. 11 THE THAI CAPITAL FUND, INC. STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, --------------------------------- 2003 2002 --------------- --------------- INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS: Net investment income (loss) $ 114,171 $ (296,266) Net realized gain (loss) on: Investments 705,016 (496,500) Foreign currency transactions 80,875 34,727 Net change in unrealized appreciation (depreciation) on: Investments in equity securities 15,864,059 3,666,461 Translation of short-term investments and other assets and liabilities denominated in foreign currency 26,286 (17,693) --------------- --------------- Net increase in net assets resulting from operations 16,790,407 2,890,729 --------------- --------------- DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income (194,636) -- --------------- --------------- Net increase in net assets 16,595,771 2,890,729 NET ASSETS: Beginning of year 13,613,620 10,722,891 --------------- --------------- End of year $ 30,209,391 $ 13,613,620 =============== ===============
See accompanying notes to financial statements. 12 THE THAI CAPITAL FUND, INC. NOTES TO FINANCIAL STATEMENTS ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES The Thai Capital Fund, Inc. (the "Fund") was incorporated in Maryland on March 14, 1990 and commenced operations on May 30, 1990. It is registered with the U.S. Securities and Exchange Commission as a non- diversified, closed-end management investment company. The Fund makes its investments in Thailand through a wholly-owned Investment Plan pursuant to a contract with SCB Asset Management Co., Ltd. (the "Manager"). The accompanying financial statements are prepared on a consolidated basis and present the financial position and results of operations of the Investment Plan and the Fund. The following significant accounting policies are in conformity with generally accepted accounting principles in the United States of America for investment companies. Such policies are consistently followed by the Fund in the preparation of its financial statements. The preparation of its financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts and disclosures in the financial statements. Actual reported results could differ from those estimates. VALUATION OF INVESTMENTS--Securities listed on the Securities Exchange of Thailand for which market quotations are readily available are valued at the last sales price prior to the time of determination, or, if there were no sales on such date, at the mean between the last current bid and ask prices. Securities that are traded over-the-counter, if bid and asked quotations are available, are valued at the mean between the current bid and asked prices. In instances where quotations are not readily available or where the price determined is deemed not to represent fair market value, fair value is determined in good faith in such manner as the Board of Directors (the "Board") may prescribe. Short-term investments having a maturity of sixty days or less are valued at amortized cost, which approximates market value. TAX STATUS--It is the Fund's intention to continue to qualify as a regulated investment company and distribute substantially all of its taxable income. Accordingly, no provision for U.S. Federal income or excise taxes is required in the financial statements. Remittances from the Investment Plan to the Fund are subject to a Thai withholding tax of 10% and such remittances are required by Thai law to be derived only from the Investment Plan's net income and net realized gains on the sale of securities. The Fund records a provision for such taxes based upon the Investment Plan's overall net increase in net assets resulting from operations determined by reference to the Baht, except that there is currently no provision required for the component of the net increase in net assets relating to capital gains, if any, because the Fund intends to utilize its U.S. tax loss carryforward available to offset any such gains. Remittances for the payment of expenses are not subject to a Thai withholding tax. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS--The Fund records dividends and distributions payable to its shareholders on the ex-dividend date. The amount of dividends and distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations, which may differ from generally accepted accounting principles. These "book/tax" differences are either considered temporary 13 or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the capital accounts based on their federal tax-basis treatment; temporary differences do not require reclassification. Dividends and distributions which exceed net investment income and net realized capital gains for tax purposes are reported as distributions of paid-in-capital. FOREIGN CURRENCY TRANSLATION--The books and records of the Fund are maintained in U.S. dollars as follows: (1) the foreign currency market value of investment securities and other assets and liabilities stated in foreign currency are translated at the exchange rate prevailing at the end of the period; and (2) purchases, sales, income and expenses are translated at the rate of exchange prevailing on the respective dates of such transactions. The resulting exchange gains and losses are included in the Statement of Operations. The Fund does not isolate the effect of fluctuations in foreign exchange rates from the effect of fluctuations in the market price of securities. INVESTMENT TRANSACTIONS AND INVESTMENT INCOME-- Securities transactions are recorded on the trade date (the date upon which the order to buy or sell is executed). Realized and unrealized gains and losses from security and foreign currency transactions are calculated on the identified cost basis. Dividend income and corporate actions are recorded on the ex-date, except for certain dividends and corporate actions involving foreign securities which may be recorded after the ex-date, as soon as the Fund acquires information regarding such dividends or corporate actions. Interest income is recorded on an accrual basis. INVESTMENT MANAGER AND INVESTMENT ADVISER 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 the Fund's assets held through the Investment Plan. For its management services, the Manager receives a fee, which accrues weekly and is payable monthly in Baht, at an annual rate of 0.60% of the Investment Plan's average net assets. At December 31, 2003, the Fund owed the Manager $14,747. In addition, as permitted by the Investment Contract, the Fund reimburses the Manager for its out-of-pocket expenses related to the Fund. During the year ended December 31, 2003, no such expenses were paid to the Manager. Under the International Investment Advisory Agreement, Daiwa SB Investments (H.K.) Ltd. ("the Adviser") provides general and specific investment advice to the Manager with respect to the Fund's assets held through the Investment Plan, but the Manager makes the ultimate decisions regarding investments. In addition, the Adviser manages the Fund's assets held outside the Investment Plan. The Fund pays to the Adviser a fee, which accrues weekly and is payable monthly in U.S. Dollars, at an annual rate equal to 0.60% of the Fund's average net assets. In addition, as permitted by the Advisory Agreement, the Fund reimburses the Adviser for its out-of-pocket expenses related to the Fund. During the year ended December 31, 2003 no such expenses were paid to the Adviser. The Adviser has voluntarily decreased its fee to 0.20% of the Fund's average net assets for the fiscal year ended December 31, 2003. At December 31, 2003, the Fund owed the Adviser $4,478, net of waivers. ADMINISTRATOR AND CUSTODIAN AND OTHER RELATED PARTIES Daiwa Securities Trust Company ("DSTC"), an affiliate of the Adviser, provides certain administrative services to the Fund. For such services, the Fund pays DSTC a monthly fee at an annual rate of 0.20% of the Fund's 14 average weekly net assets, with a minimum annual fee of $150,000. DSTC has voluntarily decreased its minimum annual administration fee to $100,000 for the year ended December 31, 2003. In addition, as permitted by the Ad ministration Agreement, the Fund reimburses DSTC for its out-of-pocket expenses related to the Fund. During the year ended December 31, 2003, no such expenses were paid to the Administrator. DSTC also acts as custodian for the Fund's U.S. assets. As compensation for its services as custodian, DSTC receives a monthly fee and reimbursement of out-of-pocket expenses. During the year ended December 31, 2003, DSTC earned $6,988, as compensation for its custodial services to the Fund. At December 31, 2003, the Fund owed $8,333 and $533 to DSTC for administration and custodian fees, respectively. The Fund paid or accrued $54,252 for the year ended December 31, 2003 for legal services in conjunction with the Fund's ongoing operations provided by the Fund's law firm, Clifford Chance US LLP, of which the Fund's Assistant Secretary is a partner. INVESTMENTS IN SECURITIES AND FEDERAL INCOME TAX MATTERS During the year ended December 31, 2003, the Fund made purchases of $2,064,879 and sales of $2,541,611 of investment securities, excluding short-term investments. The aggregate cost of investments at December 31, 2003 for federal income tax purposes, was substantially the same as the cost of securities for financial statement purposes. At December 31, 2003, net unrealized appreciation, excluding short-term securities aggregated $15,595,688 of which $16,977,516 related to appreciated securities and $1,381,828 related to depreciated securities. Distributions to shareholders, which are determined in accordance with federal income tax regulations, and which may differ from generally accepted accounting principals, are recorded on the ex-dividend date. In order to present undistributed net investment income (loss) and accumulated net realized gains (losses) in the Statement of Assets and Liabilities in a way that more closely represents their tax character, an adjustment has been made to accumulated net realized gains (losses) on investments and undistributed net investment loss. For the year ended December 31, 2003, the adjustment was to increase accumulated net realized loss on investments and foreign currency transactions by $80,875 and to decrease undistributed (accumulated) net investment loss by $80,875. Net investment income, net realized losses and net assets applicable to common shareholders were not affected by this change. The difference between book basis and tax basis was due to the ordinary income dividend payable. For the year ended December 31, 2003, the tax character of total distributions paid to common shareholders as reflected in the Statement of Changes in Net Assets was $194,636 of ordinary income. At December 31, 2003, the Fund had a remaining capital loss carryover of $46,937,538, of which $7,442,803 expires in the year 2005, $24,330,001 expires in the year 2006, $6,364,433 expires in the year 2007, $5,797,861 expires in the year 2008, $2,320,539 expires in the year 2009 and $681,901 expires in the year 2010 available to offset future net capital gains. During the year ended December 31, 2003, $612,451 of capital loss carryover was utilized by the Fund. 15 CONCENTRATION OF RISK The Fund's investments in Thailand involve certain considerations and risks not typically associated with domestic investments as a result of, among others, the possibility of future economic and political developments and the level of government supervision and regulation of securities markets. The currency transactions of the Fund and the Investment Plan are subject to Thai foreign exchange control regulations. Remittances from the Plan require the approval of the Exchange Control Officer of the Bank of Thailand. There can be no assurance that approval of remittances from the Plan will be granted in a timely fashion or at all. The economic difficulties experienced in Thailand have had an impact on the banking industry. All of the Fund's investments are held in Thailand through a subcustodial arrangement with Bangkok Bank Public Company Limited (the "subcustodian") and the Fund's securities in turn are being held by the Thailand Securities Depository Company in book-entry form. In the event of failure of the subcustodian, legal counsel has informed the Fund that the Fund would be able to recover all of its securities held by the subcustodian. The Fund's ability to enter into investment transactions pertaining to such securities may be effectively restricted for the period of time required to resolve the Fund's claim to recover such securities. CAPITAL STOCK There are 100,000,000 shares of $0.01 par value common stock authorized. Of the 3,139,294 shares outstanding at December 31, 2003, Daiwa Securities America Inc., a lead underwriter of the Fund and an affiliate of both the Adviser and DSTC, owned 7,230 shares. SUBSEQUENT EVENT On December 3, 2003, a distribution was declared by the Board. The distribution of $0.062 per share was paid on January 29, 2004, to shareholders of record at December 31, 2003. The ex-dividend date was March 8, 2004. 16 THE THAI CAPITAL FUND, INC. FINANCIAL HIGHLIGHTS+ Selected data for a share of capital stock outstanding during each year is presented below:
FOR THE YEARS ENDED DECEMBER 31, - ----------------------------------------------------------- 2003 2002 2001 2000 1999 - -------- -------- -------- -------- -------- Net asset value, beginning of year $ 4.34 $ 3.42 $ 3.36 $ 7.22 $ 6.24 - -------- -------- -------- -------- -------- Net investment income (loss) 0.03* (0.09) (0.16)* (0.18)* (0.18) Net realized and unrealized gains (losses) on investments and foreign currency transactions 5.31 1.01 0.22* (3.68)* 1.16 - -------- -------- -------- -------- -------- Net increase (decrease) in net asset value resulting from operations 5.34 0.92 0.06 (3.86) 0.98 - -------- -------- -------- -------- -------- Less: dividends and distributions to shareholders Net investment income (0.06) -- -- -- -- - -------- -------- -------- -------- -------- Net asset value, end of year $ 9.62 $ 4.34 $ 3.42 $ 3.36 $ 7.22 ======== ======== ======== ======== ======== Per share market value, end of year $ 9.250 $ 3.970 $ 2.800 $ 3.250 $ 9.750 ======== ======== ======== ======== ======== Total investment return: Based on market price at beginning and end of year 134.56% 41.79% (13.85)% (66.67)% 27.87% Based on net asset value at beginning and end of year 123.09% 26.90% 1.79% (53.46)% 15.71% Ratios and supplemental data: Net assets, end of year (in millions) $ 30.2 $ 13.6 $ 10.7 $ 10.5 $ 22.6 Ratios to average net assets of: Expenses, excluding Thai taxes applicable to net investment income 2.63% 4.29% 5.98% 4.73% 3.92% Expenses, including Thai taxes applicable to net investment income 2.74% 4.29% 6.43% 5.11% 3.92% Expenses, excluding waiver of Administration and Advisory fee applicable to net investment income 3.31% 4.98% 7.09% 5.66% 4.16% Expenses, including waiver of Administration and Advisory fee applicable to net investment income 2.63% 4.29% 6.43% 5.11% 3.92% Net investment income (loss) 0.62% (2.20)% (4.77)% (4.03)% (2.78)% Portfolio turnover 11.86% 14.62% 20.85% 45.46% 63.45%
- ---------- + Per share values are adjusted to reflect the one-for-two reverse stock split effective August 5, 2002. * After provision for Thai taxes. 17 THE THAI CAPITAL FUND, INC. REPORT OF INDEPENDENT AUDITORS To The Shareholders and Board of Directors of The Thai Capital Fund, Inc. In our opinion, the accompanying statement of assets and liabilities, including the portfolio of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of The Thai Capital Fund, Inc. (the "Fund") at December 31, 2003, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2003 by correspondence with the custodians, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP 1177 Avenue of the Americas New York, New York 10036 February 20, 2004 18 THE THAI CAPITAL FUND, INC. TAX INFORMATION (UNAUDITED) The Fund is required by Subchapter M of the Internal Revenue Code of 1986, as amended, to advise you within 60 days of the Fund's fiscal year end (December 31, 2003) as to the federal tax status of distributions totaling $0.062 per share received by you during such fiscal year. Accordingly, the Fund is hereby advising you that on December 3, 2003 the Board of Directors of the Fund declared a total distribution of $0.062 per share, all of which resulted from net investment income. The dividend was paid on January 29, 2004 to shares of record at the close of business on December 31, 2003. The entire amount of this distribution is reportable as 2003 income. There is no foreign tax deduction or credit available to shareholders for calendar year 2003. SHAREHOLDERS ARE STRONGLY ADVISED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES OF THEIR INVESTMENT IN THE FUND. 19 THE THAI CAPITAL FUND, INC. INFORMATION CONCERNING DIRECTORS AND OFFICERS (UNAUDITED) The following table sets forth information concerning each of the Directors and Officers of the Fund. The Directors of the Fund will serve for terms expiring on the date of subsequent Annual Meetings of Stockholders in the year 2004 for Class I Directors, 2005 for Class II Directors and 2006 for Class III Directors, or until their successors are duly elected and qualified.
NUMBER OF FUNDS IN PRINCIPAL OCCUPATION FUND OR EMPLOYMENT DURING PAST COMPLEX FOR FIVE YEARS AND DIRECTOR OR WHICH NAME (AGE) AND ADDRESS DIRECTORSHIPS IN OFFICER OF DIRECTOR OF DIRECTORS/OFFICERS PUBLICLY HELD COMPANIES FUND SINCE SERVES (1) - ------------------------------------------------------------- - ------------------------------------------------------------- - ----- DIRECTORS Austin C. Dowling (71) Retired; Director, The Japan Equity Fund, Inc., since 1992; Class II Director since 3 1002 E Long Beach Boulevard Director, The Thai Capital Fund, Inc., since 2000. 1990 North Beach, NJ 08008 Martin J. Gruber (65) Professor of Finance, Leonard N. Stern School of Business, Class I Director since 3 229 South Irving Street New York University, since 1965; Director, The Japan Equity 2000 Ridgewood, NJ 07450 Fund, Inc., since 1992; Director, The Thai Capital Fund, Inc., since 2000; Director, SG Cowen Income & Growth Fund, Inc., from 1986 to 2001; Director, SG Cowen Opportunity Fund, from 1987 to 2001; Director, SG Cowen Standby Reserve Fund Inc., from 1985 to 2001; Director, SG Cowen Standby Tax Exempt Reserve Fund Inc., from 1986 to 2001; Trustee, Deutsche Asset Management BT Family of Funds, since 1992; Trustee, C.R.E.F., since 2001; Trustee, T.I.A.A., from 1996 to 2000; Chairman of the Board, TIAA-CREF since February 2004. David G. Harmer (60) Executive Director, Department of Community and Economic Class I Director since 3 4337 Bobwhite Court Development for the State of Utah, since May 2002; Chairman, 2000 Ogden, UT 84403 2K2 Hosting Corporation, from April 2001 to April 2002; President, Jetway Systems, a division of FMC Corporation, from 1997 until 2001; Director, The Japan Equity Fund, Inc., since 1997; Director, The Thai Capital Fund, Inc., since 1996. * Ikuo Mori (54) Chairman and CEO, Daiwa Securities America Inc., since Chairman of the Board 2 Daiwa Securities America Inc. 2001; Executive Officer, Daiwa Securities Group Inc., since and Class III Director Financial Square 2001; President and COO, Daiwa Securities America Inc., since 2001 32 Old Slip from 1996 to 2001; Chairman of the Board, The Thai Capital New York, NY 10005 Fund, Inc., since 2001. Oren G. Shaffer (60) Vice Chairman and Chief Financial Officer, Qwest Class II Director since 3 1801 California Street Communications International Inc., since July 2002; 2000 Denver,CO 80202 Executive Vice President and Chief Financial Officer, Ameritech Corporation, from 1994 to 2000; Director, The Japan Equity Fund, Inc., since 2000; Director, The Thai Capital Fund, Inc., since 1997.
20
NUMBER OF FUNDS IN PRINCIPAL OCCUPATION FUND OR EMPLOYMENT DURING PAST COMPLEX FOR FIVE YEARS AND DIRECTOR OR WHICH NAME (AGE) AND ADDRESS DIRECTORSHIPS IN OFFICER OF DIRECTOR OF DIRECTORS/OFFICERS PUBLICLY HELD COMPANIES FUND SINCE SERVES (1) - ------------------------------------------------------------- - ------------------------------------------------------------- - ----- OFFICERS John J. O'Keefe (44) Vice President, the Fund Accounting Department of Daiwa Vice President and - -- One Evertrust Plaza Securities Trust Company since 2000; Assistant Controller, Treasurer of the Fund Jersey City, NJ 07302-3051 Reserve Management Corporation from 1999 to 2000; since 2000 Accounting Manager, Prudential Investments from 1998 to 1999; Assistant Vice President, Daiwa Securities Trust Company from 1990 to 1998; Vice President and Treasurer, The Japan Equity Fund, Inc. and The Thai Capital Fund, Inc., since 2000. Mariedor Pineda (29) Production Analyst, Daiwa Securities Trust Company since Secretary of the Fund - -- One Evertrust Plaza 1999; Assistant Supervisor, CAMBA-Park Slope Women's since 2003 Jersey City, NJ 07302-3051 Shelter, from 1996 to 1999. Secretary, The Thai Capital Fund, Inc. and The Japan Equity Fund, Inc., since 2003. Laurence E. Cranch (56) Assistant Secretary, The Japan Equity Fund, Inc. and The Assistant Secretary of - -- 200 Park Avenue Thai Capital Fund, Inc., since 1992; Partner in the law firm the Fund since 1990 New York, NY 10166 of Clifford Chance US LLP since 1980.
- ---------- (1) "Fund Complex" includes the Fund, The Japan Equity Fund, Inc., The Thai Capital Fund, Inc. and other 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 (Thai Capital) Ltd., Daiwa SB Investments (USA) Ltd., Daiwa SB Investments Ltd. or their respective affiliates. * 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). Mr. Mori is deemed an interested person of the Fund because of his affiliation with Daiwa Securities America Inc., an affiliate of the Fund's investment adviser, Daiwa SB Investments (H.K.) Ltd. 21 (This page has been left blank intentionally.) (This page has been left blank intentionally.) BOARD OF DIRECTORS Ikou Mori, CHAIRMAN Austin C. Dowling Martin J. Gruber David G. Harmer Oren G. Shaffer OFFICERS John J. O'Keefe VICE PRESIDENT AND TREASURER Mariedor Pineda SECRETARY Laurence E. Cranch ASSISTANT SECRETARY ADDRESS OF THE FUND c/o Daiwa Securities Trust Company One Evertrust Plaza, 9th Floor Jersey City, NJ 07302-3051 INVESTMENT MANAGER SCB Asset Management Co., Ltd. INVESTMENT ADVISER Daiwa SB Investments (H.K.) Ltd. ADMINISTRATOR Daiwa Securities Trust Company CUSTODIANS Bangkok Bank Public Company, Ltd. (Thai Custodian) Daiwa Securities Trust Company (U.S. Custodian) TRANSFER AGENT AND REGISTRAR EquiServe Trust Company, N.A. LEGAL COUNSEL Clifford Chance US LLP INDEPENDENT AUDITORS PricewaterhouseCoopers LLP Notice is hereby given in accordance with Section 23(c) of the Investment Comapny Act of 1940 that from time to time the Fund may purchase shares of its common stock in the open market at prevailing market prices. This report is sent to shareholders of the Fund for their information. It is not a prospectus, circular or representation intended for use in the purchase or sale of shares of the Fund or of any securities mentioned in the report. ITEM 2. CODE OF ETHICS The registrant has adopted a code of ethics that applies to the registrant's principal executive officer and principal financial and accounting officer. A copy of the registrant's code of ethics is attached Hereto as Exhibit 10 (a) ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT The registrant's board of directors has determined that the registrant has at least one audit committee financial expert serving on its audit committee. The audit committee financial expert is Oren G. Shaffer who is "independent" for purposes of this item. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Not Applicable. ITEMS 5-6. (RESERVED) ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. The registrant has delegated to its investment manager the voting of proxies relating to the registrant's portfolio securities. The policies and procedures used by the investment manager to determine how to vote proxies relating to the registrant's portfolio securities, including the procedures used when a vote presents a conflict of interest involving the investment manager, are contained in the investment manager's Proxy Voting Guidelines, which are attached hereto as Exhibit 10 (b) and Exhibit 10 (c) ITEMS 8. (RESERVED) ITEM 9. CONTROLS AND PROCEDURES. (a) Based on an evaluation of the registrant's disclosure controls and procedures as of February 20, 2004, the disclosure controls and procedures are reasonably designed to ensure that the information required in filings on Forms N-CSR is recorded, processed, summarized, and reported on a timely basis. (b) There were no significant changes in the registrant's internal controls or in other factors that could affect these controls subsequent to the date of our evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. ITEMS 10. EXHIBITS. File the exhibits listed below as part of this Form. Letter or number the exhibits in the sequence indicated. (a) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: (b) Registrant's proxy voting policy and procedures. (c) Manager's proxy voting policy and procedures. (d) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2 under the Act (17 CFR 270.30a-2) in the exact form set forth below: Attached hereto. SIGNATURES Pursuant to the requirements of the securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) The Thai Capital Fund, Inc. By (Signature and Title)* \s\ John J. O'Keefe -------------------------- John J. O'Keefe, Vice President & Treasurer Date: March 8, 2004 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title)* \s\ John J. O'Keefe -------------------------- John J. O'Keefe, Vice President & Treasurer Date: March 8, 2004 By (Signature and Title)* \s\ Ikou Mori -------------------------- Ikou Mori, Chairman Date: March 8, 2004 * Print the name and title of each signing officer under his or her signature. EX-99 2 tfitem10a1203.txt THAI CAPITAL FUND ITEM 10A 12-31-03 ITEM 10 (A) CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS I. This Code of Ethics (the "Code") for The Thai Capital Fund, Inc., The Japan Equity Fund, Inc. and The Singapore Fund, Inc. (each a "Fund" and collectively the "Funds") applies to each Fund's President and Treasurer (or persons performing similar functions) ("Covered Officers") for the purpose of promoting: . honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. . full, fair, accurate, timely and understandable disclosure in reports and documents that a Fund files with, or submits to, the Securities and Exchange Commission ("SEC") and in other public communications made by a Fund; . compliance with applicable laws and governmental rules and regulations; . prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and . accountability for adherence to the Code. Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest. A Fund will expect all Covered Officers to comply at all times with the principles in this Code. A violation of this Code by an employee is grounds for disciplinary action up to and including discharge and possible legal prosecution. Any question about the application of the Code should be referred to the Audit Committee of the Fund's Board of Directors ( the "Audit Committee"). II. Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest Overview. A "conflict of interest" occurs when a Covered Officer's private interest interferes with the interests of, or his service to, a Fund. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his position with a Fund. Certain conflicts of interest arise out of the relationships between Covered Officers and a Fund and already are subject to conflict of interest provisions in the Investment Company Act of 1940 (the "Investment Company Act") and the Investment Advisers Act of 1940 (the "Investment Advisers Act"). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with a Fund because of their status as "affiliated persons" of a Fund. The compliance programs and procedures of a Fund and the Fund's Investment Manager and Investment Adviser are designed to prevent, or identify and correct, violations of these provisions. Certain conflicts of interest also arise out of the personal securities trading activities of the Covered Officers and the possibility that they may use information regarding a Fund's securities trading activities for their personal benefit. Each Fund's Code of Ethics under Rule 17j- 1 under the Investment Company Act is designed to address these conflicts of interest. This Code does not, and is not intended to, replace these programs and procedures or a Fund's Rule 17j-1 Code of Ethics, and this Code's provisions should be viewed as being additional and supplemental to such programs, procedures and code. Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between a Fund and its Investment Adviser or Investment Manager of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for a Fund or for its Investment Adviser or Investment Manager, or for all parties), be involved in establishing policies and implementing decisions that will have different effects on the Investment Adviser or Investment Manager and a Fund. The participation of the Covered Officers in such activities is inherent in the contractual relationship between a Fund and its Investment Adviser or Investment Manager and is consistent with the performance by the Covered Officers of their duties as officers of a Fund. Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by a Fund's Board of Directors (the "Board") that the Covered Officers may also be officers or employees of one or more other investment companies covered by other codes. Each Covered Officer must not: . use his personal influence or personal relationships improperly to influence investment decisions or financial reporting by a Fund whereby the Covered Officer would benefit personally to the detriment of a Fund; . cause a Fund to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the Fund; and . use material non-public knowledge of portfolio transactions made or contemplated for, or actions proposed to be taken by, a Fund to trade personally or cause others to trade personally in contemplation of the market effect of such transactions. Each Covered Officer must, at the time of signing this Code, report all material business affiliations outside a Fund and must update the report annually. Covered Officers should avoid situations which involve the appearance of, or potential for, conflicts of interest. Examples of these situations include: . accepting directly or indirectly, anything of value, including gifts and gratuities in excess of $100 per year from any person or entity with which a Fund has current or prospective business dealings, not including occasional meals or tickets to theatre or sporting events or other similar entertainment, provided it is business-related, reasonable in cost, appropriate as to time and place and not so frequent as to raise any question of impropriety; . any ownership interest in, or any consulting or employment relationship with, any of a Fund's service providers, other than its Investment Adviser or Investment Manager or any affiliated person thereof; and . a direct or indirect financial interest in commissions, transaction charges or spreads paid by a Fund for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer's employment, such as compensation or equity ownership. In situations involving a Covered Officer which involve the appearance of, or the potential for, conflicts of interest, but where the Covered Officer believes that no significant conflict of interest exist, the Covered Officer must obtain prior written approval from the Audit Committee before becoming involved in that situation. No such approval shall be considered a waiver of this Code. III. Disclosure and Compliance . Each Covered Officer should familiarize himself with the disclosure and compliance requirements generally applicable to a Fund; . Each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about a Fund to others, whether within or outside a Fund, including to a Fund's directors and auditors, or to governmental regulators and self- regulatory organizations; . Each Covered Officer should, to the extent appropriate within his area of responsibility, consult with other officers and employees of a Fund and its Investment Adviser or Investment Manager with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents a Fund files with, or submits to, the SEC and in other public communications made by a Fund; and . It is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations. IV. Reporting and Accountability Each Covered Officer must: . upon adoption of the Code or (thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Board that he has received, read and understands the Code; . annually thereafter affirm to the Board that he has complied with the requirements of the Code; . not retaliate against any other Covered Officer or any employee of a Fund or their affiliated persons for reports of potential violations that are made in good faith; and . notify the Audit Committee promptly if he knows of any violation of this Code. Failure to do so is itself a violation of this Code. The Audit Committee is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation. Any waivers sought by a Covered Officer must be considered by the Audit Committee. A copy of this Code shall be delivered to each employee of a Fund and each employee of its Investment Adviser and Investment Manager annually together with a memorandum requesting that any violations of the Code be communicated immediately to the Audit Committee. Each Fund will follow these procedures in investigating and enforcing this Code: . the Audit Committee will take all appropriate action to investigate any potential violations reported to it; . if, after such investigation, the Audit Committee believes that no violation has occurred, the Audit Committee is not required to take any further action; . if the Audit Committee determines that a violation has occurred, it will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the Investment Adviser or its board; or a recommendation to dismiss the Covered Officer; . the Audit Committee will be responsible for granting waivers of this Code, as appropriate; and . any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules. V. Changes To or Waivers of the Code No change to or waiver of any provision of this Code will be effective until a Fund discloses the nature of any amendment to, or waiver from, a provision of the Code in its Form N-CSR, or on its website within five business days following the date of the amendment or waiver if this method of disclosure has been established in its Form N-CSR and made available on its website for twelve months. Any waiver of provisions of this Code will be reported in filings with the SEC and otherwise reported to a Fund's stockholders to the full extent required by the rules of the SEC and by any applicable rules of any securities exchange on which a Fund's securities are listed. VI. Other Policies and Procedures This Code shall be the sole code of ethics adopted by each Fund for purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of a Fund or its Investment Adviser, Investment Manager or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they conflict with the provisions of this Code. VII. Amendments Any amendments to this Code must be approved or ratified by a majority vote of the Audit Committee and the Board, including a majority of directors who are not interested persons as defined in the Investment Company Act. VIII. Confidentiality All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Audit Committee, the Board, the Fund and its counsel and its Investment Adviser and Investment Manager and their respective counsel. IX. Internal Use The Code is intended solely for the internal use by a Fund and does not constitute an admission, by or on behalf of a Fund, as to any fact, circumstance or legal conclusion. I have read and understand the terms of the Code. I recognize the responsibilities and obligations incurred by me as a result of my being subject to the Code. I hereby agree to abide by the Code. _________________________ Date:_____________________ EX-99 3 tfitem10d.txt THAI CAPITAL FUND ITEM 10D 12-31-03 ITEM 10 (d) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, John J. O'Keefe, certify that: 1. I have reviewed this report on Form N-CSR of The Thai Capital Fund, Inc. 2.. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this report (the "Evaluation Date"); and c) presented in this report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize, and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: March 8, 2004 \s\John J. O'Keefe - --------------------------------------- John J. O'Keefe, Vice President & Treasurer CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Ikuo Mori, certify that: 1. I have reviewed this report on Form N-CSR of The Thai Capital Fund, Inc. 2.. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this report (the "Evaluation Date"); and c) presented in this report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize, and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: March 8, 2004 \s\ Ikuo Mori - --------------------------------------- Ikuo Mori, Chairman CERTIFICATION Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 The undersigned, the Vice President & Treasurer of The Thai Capital Fund, Inc. (the "Fund"), with respect to the Form N- CSR for the period ended December 31, 2003 as filed with the Securities and Exchange Commission, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. such Form N-CSR fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. the information contained in such Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Funds. Dated: March 8, 2004 /s/ John J. O'Keefe - ---------------------------------- John J. O'Keefe This certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document. CERTIFICATION Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 The undersigned, the Chairman of The Thai Capital Fund, Inc. (the "Fund"), with respect to the Form N-CSR for the period ended December 31, 2003 as filed with the Securities and Exchange Commission, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. such Form N-CSR fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. the information contained in such Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Funds. Dated: March 8, 2004 /s/ Ikuo Mori - ---------------------------------- Ikuo Mori This certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document. EXHIBIT B(1) NYA 612824.1 EXHIBIT B(2) EX-99 4 tfitem10bc123103.txt THAI CAPITAL FUND ITEM 10BC 12-31-03 ITEM 10 (b) and (c) Proxy Voting Policy and Procedures The Board of Directors of The Thai Capital Fund, Inc. (the "Fund") hereby adopts the following policy and procedures with respect to voting proxies relating to Fund securities managed by SCB Asset Management. (the "Investment Manager"). I. Policy It is the policy of the Board of Directors of the Fund (the "Board") to delegate the responsibility for voting proxies relating to securities held by the Fund to the Investment Manager as part of the Investment Manager's general management of the Fund's assets, subject to the Board's continuing oversight. The Board of Directors of the Fund hereby delegates such responsibility to the Investment Manager, and directs the Investment Manager to vote proxies relating to Fund portfolio securities managed by the Investment Manager consistent with the duties and procedures set forth below. The Investment Manager may retain one or more vendors to review, monitor and recommend how to vote proxies in a manner consistent with the duties and procedures set forth below, to ensure such proxies are voted on a timely basis and to provide reporting and/or record retention services in connection with proxy voting for the Fund. II. Fiduciary Duty The right to vote a proxy with respect to securities held by the Fund is an asset of the Fund. The Investment Manager, to which authority to vote on behalf of the Fund is delegated, acts as a fiduciary of the Fund and must vote proxies in a manner consistent with the best interest of the Fund and its shareholders. In discharging this fiduciary duty, the Investment Manager must maintain and adhere to its policies and procedures for addressing conflicts of interest and must vote in a manner substantially consistent with its policies, procedures and guidelines, as presented to the Board. III. Procedures The following are the procedures adopted by the Board for the administration of this policy. A. Review of Investment Manager's Proxy Voting Procedures. The Investment Manager shall present to the Board their policies, procedures and other guidelines for voting proxies at least annually, and must notify the Board promptly of material changes to any of these documents, including changes to policies addressing conflicts of interest. B. Voting Record Reporting. The Investment Manager shall provide the voting record information necessary for the completion and filing of Form N-PX to the Fund at least annually. Such voting record information shall be in a form acceptable to the Fund and shall be provided at such time(s) as are required for the timely filing of Form N-PX and at such additional time(s) as the Fund and the Investment Manager may agree from time to time. With respect to those proxies that the Investment Manager has identified as involving a conflict of interest , the Investment Manager shall submit a separate report indicating the nature of the conflict of interest and how that conflict was resolved with respect to the voting of the proxy. C. Record Retention. The Investment Manager shall maintain such records with respect to the voting of proxies as may be required by the Investment Advisers Act of 1940 and the rules promulgated thereunder or by the Investment Company Act of 1940 and the rules promulgated thereunder. D. Conflicts of Interest. Any actual or potential conflicts of interest between the Investment Manager and the Fund's shareholders arising from the proxy voting process will be addressed by the Investment Manager and the Investment Manager's application of its proxy voting procedures pursuant to the delegation of proxy voting responsibilities to the Investment Manager. In the event that the Investment Manager notifies the officer(s) of the Fund that a conflict of interest cannot be resolved under the Investment Manager's Proxy Voting Procedures, such officer(s) are responsible for notifying the Chairman of the Board of the Fund of the irreconcilable conflict of interest and assisting the Chairman with any actions he determines are necessary. IV. Revocation The delegation by the Board of the authority to vote proxies relating to securities of the Fund is entirely voluntary and may be revoked by the Board, in whole or in part, at any time. V. Annual Filing The Fund shall file an annual report of each proxy voted with respect to securities of the Fund during the twelve-month period ended June 30 on Form N-PX not later than August 31 of each year. VI. Disclosures A. The Fund shall include in its annual report filed on Form N-CSR: 1. a description of this policy and of the policies and procedures used by the Fund and the Investment Manager to determine how to vote proxies relating to portfolio securities or copies of such policies and procedures; and 2. a statement disclosing that a description of the policies and procedures used by or on behalf of the Fund to determine how to vote proxies relating to securities of the Fund is available without charge, upon request, by calling the Fund's toll- free telephone number; through a specified Internet address, if applicable; and on the SEC's website; and 3. a statement disclosing that information regarding how the Fund voted proxies relating to Fund securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling the Fund's toll-free telephone number; or through a specified Internet address; or both; and on the SEC's website. VII. Review of Policy The Board shall review from time to time this policy to determine its sufficiency and shall make and approve any changes that it deems necessary from time to time. Adopted: ITEM 10 (C) Proxy voting policy for SCB Asset Management Co., Ltd. Statement of Policies and Procedures for Voting Proxies INTRODUCTION As a registered investment adviser, SCB Asset Management Co., Ltd. ("SCBAM," "we" or "us") has a fiduciary duty to act solely in the best interests of our clients. As part of this duty, we recognize that we must exercise voting rights in the best interests of our clients. SCBAM recognizes the importance of good corporate governance in ensuring that management and boards of directors fulfill their obligations to shareholders. As part of our investment process, we take into account the attitudes of management and boards of directors on corporate governance issues when deciding whether to invest in a company. SCBAM is a global investment manager, and invests significantly in emerging markets. It should be noted that protection for shareholders may vary significantly from jurisdiction to jurisdiction, and in some cases may be substantially less than in the U.S. or developed countries. This statement is intended to comply with Rule 206(4)-6 of the Investment Advisers Act of 1940. It sets forth the policy and procedures of SCBAM for voting proxies for our clients, including investment companies registered under the Investment Company Act of 1940. PROXY VOTING POLICIES It is the general policy of SCBAM to support management of the companies in which it invests and will cast votes in accordance with management's proposals. However, SCBAM reserves the right to depart from this policy in order to avoid voting decisions that we believe may be contrary to our clients' best interests. Elections of Directors: In many instances, election of directors is a routine voting issue. Unless there is a proxy fight for seats on the Board or we determine that there are other compelling reasons for withholding votes for directors, we will vote in favor of the management proposed slate of directors. That said, we believe that directors have a duty to respond to shareholder actions that have received significant shareholder support. We may withhold votes for directors that fail to act on key issues such as failure to implement proposals to declassify boards, failure to implement a majority vote requirement, failure to submit a rights plan to a shareholder vote and failure to act on tender offers where a majority of shareholders have tendered their shares. Appointment of Auditors: The selection of an independent accountant to audit a company's financial statements is generally a routine business matter. SCBAM believes that management remains in the best position to choose the accounting firm and will generally support management's recommendation. Changes in Capital Structure: Changes in a company's charter, articles of incorporation or by-laws are often technical and administrative in nature. Absent a compelling reason to the contrary, SCBAM will cast its votes in accordance with the company's management on such proposals. However, we will review and analyze on a case-by-case basis any non-routine proposals that are likely to affect the structure and operation of the company or have a material economic effect on the company. Corporate Restructurings, Mergers and Acquisitions: SCBAM believes proxy votes dealing with corporate reorganizations are an extension of the investment decision and will take account of our investment process policy in deciding how to vote. Corporate Governance: SCBAM recognizes the importance of good corporate governance in ensuring that management and the board of directors fulfil their obligations to the shareholders. We generally favor proposals promoting transparency and accountability within a company. Social and Corporate Responsibility: SCBAM recognizes the importance of supporting sound and responsible policies in relation to social, political and environmental issues. However, in the interests of shareholders, we reserve the right to vote against proposals that are unduly burdensome or result in unnecessary and excessive costs to the company. We may abstain from voting on social proposals that do not have a readily determinable financial impact on shareholder value. Executive Compensation: SCBAM believes that company management and the compensation committee of the board of directors should, within reason, be given latitude to determine the types and mix of compensation and benefit awards offered. Whether proposed by a shareholder or management, we will review proposals relating to executive compensation plans and, if deemed excessive, may vote against the proposals. PROXY VOTING PROCEDURES Proxy voting Our portfolio management team is responsible for the coordination of SCBAM's proxy voting. They liaise with the Product managers and/or the Proxy voting committee to ascertain how SCBAM will vote. They will then instruct the relevant Custodians. The portfolio management team is also responsible for ensuring that full and adequate records of proxy voting are kept. The Product managers will implement the Proxy voting policies by instructing proxy voting in accordance with the general principles contained herein. Proxy Voting Committee We have formed a Proxy Voting Committee to regularly review our general proxy policies and consider specific proxy voting matters as and when deemed necessary. Members of the committees include senior investment personnel and representatives of the Legal & Compliance Department. The committee may also evaluate proxies where we face a material conflict of interest (as discussed below). Conflicts of Interest SCBAM recognizes that there is a potential conflict of interest when we vote a proxy solicited by an issuer with whom we have any material business or personal relationship that may affect how we vote on the issuer's proxy. We believe that oversight by the proxy voting committee ensures that proxies are voted with only our clients' best interests in mind. In order to avoid any perceived conflict of interests, the following procedures have been established for use when we encounter a potential conflict. 1. The portfolio management team will refer to the Legal and compliance team any proxy votes that are issued by existing clients or where SCBAM holds a significant voting percentage of the company. The Legal and compliance team will make the initial determination about whether a material conflict of interest exists based on the facts and circumstances of each particular situation. 2. If our proposed vote is consistent with our stated proxy voting policy, no further review is necessary. 3. If our proposed vote is contrary to our stated proxy voting policy but is also contrary to management's recommendation, no further review is necessary. 4. If our proposed vote is contrary to our stated proxy voting policy and is consistent with management's recommendation, the proposal is escalated to the proxy committee for final review and determination. Proxies of Certain Non-U.S. Issuers Proxy voting in certain countries requires "share blocking." That is, shareholders wishing to vote their proxies must deposit their shares shortly before the date of the meeting (usually one-week) with a designated depositary. During this blocking period, shares that will be voted at the meeting cannot be sold until the meeting has taken place and the shares are returned to the clients' custodian banks. SCBAM may determine that the value of exercising the vote does not outweigh the detriment of not being able to transact in the shares during this period. Accordingly, if share blocking is required we may abstain from voting those shares. In such a situation we would have determined that the cost of voting exceeds the expected benefit to the client. PROXY VOTING RECORD Clients may obtain information on how SCBAM voted with respect to their proxies by contacting our Client services team at SCB Asset Management Co., Ltd., 130-132 Sindhorn Tower 3 Bldg., 23rd Floor, Wiress Road, Phatumwam, Bangkok 10330, Thailand, Tel No. 66-2263-2800 ext. 2222, Fax No. 66- 2263-4001 or email www.marketing@scbam.com. -----END PRIVACY-ENHANCED MESSAGE-----