EX-99.77B ACCT LTTR 3 tfmgtcompliance-0705.txt THAI CAPITAL FUND-MGT. COMPLIANCE 0705 THE THAI CAPITAL FUND, INC. C/O DAIWA SECURITIES TRUST COMPANY ONE EVERTRUST PLAZA JERSEY CITY, N.J. 07302 Management Statement Regarding Compliance with Certain Provisions of the Investment Company Act of 1940 We, as members of management of The Thai Capital Fund, Inc. (the "Fund"), are responsible for complying with the requirements of subsection (b) and (c) of rule 17f-2, Custody of Investments by Registered Management Investment Companies, of the Investment Company Act of 1940. We are also responsible for establishing and maintaining an effective internal control structure over compliance with those requirements. We have performed an evaluation of the Fund's compliance with the requirements of subsection (b) and (c) of Rule 17f-2 as of July 6, 2005, and from December 31, 2004 (the date of our last statement) through July 6, 2005. Based on this evaluation, we assert that the Fund was in compliance with those provisions of Rule 17f-2 of the Investment Company Act of 1940 as of July 6, 2005 and from December 31, 2004 through July 6, 2005, with respect to securities and similar investments reflected in the investment account of the Fund. The Thai Capital Fund, Inc. By: ___________________________________ Ikuo Mori Chairman ___________________________________ John J. O'Keefe Vice President and Treasurer ___________________________________ Date