-----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, NUvuTPobrEMMEqb+lO/bj29fQ5sMey80zO9XhmIWM4heEJ6UfcUyRAKMYPb+Dxa7 n9JnE+UxYiRgQR48PiD8sg== 0001364773-10-000009.txt : 20100628 0001364773-10-000009.hdr.sgml : 20100628 20100628154455 ACCESSION NUMBER: 0001364773-10-000009 CONFORMED SUBMISSION TYPE: PREC14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100628 DATE AS OF CHANGE: 20100628 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KOREA EQUITY FUND INC CENTRAL INDEX KEY: 0000912023 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: PREC14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-08002 FILM NUMBER: 10920014 BUSINESS ADDRESS: STREET 1: 2 WORLD FINANCIAL CENTER STREET 2: BUILDING B, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10038-4936 BUSINESS PHONE: 8008330018 MAIL ADDRESS: STREET 1: 2 WORLD FINANCIAL CENTER STREET 2: BUILDING B, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10038-4936 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bulldog Investors General Partnership CENTRAL INDEX KEY: 0001364773 IRS NUMBER: 562585535 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PREC14A BUSINESS ADDRESS: STREET 1: PARK 80 WEST, 250 PEHLE AVENUE STREET 2: SUITE 708 CITY: SADDLE BROOK STATE: NJ ZIP: 07663 BUSINESS PHONE: 201-556-0092 MAIL ADDRESS: STREET 1: PARK 80 WEST, 250 PEHLE AVENUE STREET 2: SUITE 708 CITY: SADDLE BROOK STATE: NJ ZIP: 07663 PREC14A 1 prelimproxy.txt SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant [ ] Filed by a Party other than the Registrant [x] Check the appropriate box: Preliminary Proxy Statement [x] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a- 12 Korea Equity Fund, Inc. (Name of Registrant as Specified in Its Charter) Bulldog Investors General Partnership Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required [x]. Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: Fee paid previously with preliminary materials []. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11 (a) (2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing []. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: PROXY STATEMENT OF BULLDOG INVESTORS GENERAL PARTNERSHIP IN OPPOSITION TO THE SOLICITATION BY THE BOARD OF DIRECTORS OF KOREA EQUITY FUND, INC. FOR THE ANNUAL MEETING OF SHAREHOLDERS Bulldog Investors General Partnership ("BIGP") is sending this proxy statement and the enclosed GREEN proxy card to stockholders of Korea Equity Fund, Inc. (the "Fund") of record as of June 29, 2010. We are soliciting a proxy to vote your shares at the Annual Meeting of Shareholders (the "Meeting") which is scheduled for August 10, 2010. Please refer to the Fund's proxy soliciting material for additional information concerning the Meeting and the matters to be considered by shareholders including the election of Directors. This proxy statement and the enclosed GREEN proxy card are first being sent to shareholders on or about July --, 2010. INTRODUCTION The Fund has announced that three matters will be presented at the Meeting: (1) the election of one director; (2) the ratification of the selection of Ernst & Young LLP as the Fund's independent registered public accounting firm for the fiscal year ending October 31, 2010; and (3) a shareholder proposal requesting the Board to take action to convert the Fund to an interval fund. In addition, an affiliate of BIGP intends to present two proposals to: (4) terminate the management agreement between the Fund and Nomura Asset Management U.S.A. Inc.; and (5) recommend that the Board of Directors authorize a self-tender offer for all outstanding common shares of the Fund at net asset value (NAV). The Board of Directors has refused to include these two proposals on its proxy card and will vote all its proxies against them. If you wish to have your shares voted on these proposals in accordance with your wishes, you may do so by returning the enclosed GREEN proxy card. We are soliciting a proxy to vote your shares FOR the election of the nominee named below as a director and FOR each of the aforementioned proposals. REASONS FOR THE SOLICITATION The Fund's common shares have long traded at a discount to net asset value. We believe shareholders should now be afforded an opportunity to realize the full value of their investment. Consequently, we are seeking (1) to elect a director that will support this goal and (2) to terminate the existing management agreement because the Fund's investment advisor has not supported this goal. HOW PROXIES WILL BE VOTED If you complete and return a GREEN proxy card to us and, unless you direct otherwise, your shares will be voted FOR the election of the nominee named below, and FOR each proposal. In addition, you will be granting the proxy holders discretionary authority to vote on any other matters that may come before the Meeting. VOTING REQUIREMENTS A quorum is a majority of the total shares outstanding. The affirmative vote of a majority of the votes entitled to be cast at the Meeting is required to elect a director. Approval of each proposal except the termination proposal requires the affirmative vote of a majority of the votes cast by all shareholders represented at the Meeting. Approval of the termination proposal requires the affirmative vote of shareholders owning the lesser of (a) 67 percent or more of the shares present at the Meeting, or (b) more than 50 percent of the Fund's outstanding shares. An abstention or a broker non-vote will have the same effect as a vote against the termination proposal and will be ignored in determining the votes cast for or against the other proposals. REVOCATION OF PROXIES You may revoke any proxy prior to its exercise by: (i) delivering a written revocation to us; (ii) executing and delivering a later dated proxy; or (iii) voting in person at the Meeting. Attendance at the Meeting will not in and of itself revoke a proxy. There is no limit on the number of times you may revoke your proxy before it is exercised. Only your latest dated proxy will be counted. PROPOSAL 1: ELECTION OF ONE DIRECTOR At the Meeting, our affiliate intends to nominate the person named below for election as a Director. There are no arrangements or understandings between BIGP or any affiliate of BIGP and the nominee in connection with the nomination nor do we know of any material conflicts of interest that would prevent him from acting in the best interest of the Fund. Phillip Goldstein (born 1945); Park 80 West, Plaza Two Park 80 West, 250 Pehle Avenue, Suite 708, Saddle Brook, NJ 07663. Since 1992, Mr. Goldstein has been an investment advisor and a principal of the general partner of six investment partnerships in the Bulldog Investors group of private funds and that are general partners of BIGP. He is a director of the following closed-end funds: Mexico Equity and Income Fund since 2000, Brantley Capital Corporation since 2001, ASA Ltd since 2008, and Special Opportunities Fund (f/k/a Insured Municipal Income Fund) since 2009. Since 2009, he has been a principal of Brooklyn Capital Management, the current investment adviser to Special Opportunities Fund. Mr. Goldstein and his wife jointly beneficially own 5,000 common shares of the Fund. In addition, as an investment advisor for his clients, is deemed to beneficially own ---------- common shares of the Fund, all of which were purchased since --------------. Unless instructions to the contrary are given, your proxy will be voted FOR Mr. Goldstein. PROPOSAL 2: RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE FUND'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER 31, 2010 Unless instructions to the contrary are given, your proxy will be voted FOR this proposal. PROPOSAL 3: A SHAREHOLDER PROPOSAL REQUESTING THAT THE BOARD TAKE ACTION TO CONVERT THE FUND TO AN INTERVAL FUND AND ESTABLISH A RELATED FUNDAMENTAL POLICY. Please refer to the Fund's proxy soliciting material for additional information concerning this proposal. This proposal, if adopted, is not binding on the board. Unless instructions to the contrary are given, your proxy will be voted FOR this proposal. PROPOSAL 4: A PROPOSAL TO TERMINATE THE INVESTMENT ADVISORY BETWEEN THE FUND AND NOMURA ASSET MANAGEMENT U.S.A. INC. We believe the Fund should dissociate itself from its current investment manager because it has not expressed support for the goal of providing shareholders with an opportunity to realize the full value of their investment. If this proposal is approved, the Board may replace Nomura with a more shareholder friendly advisory firm. Unless instructions to the contrary are given, your proxy will be voted FOR this proposal. PROPOSAL 5: THE BOARD IS REQUESTED TO AUTHORIZE A SELF-TENDER OFFER FOR ALL OUTSTANDING COMMON SHARES OF THE FUND AT NET ASSET VALUE (NAV). The Fund's common shares have long traded at a discount to net asset value. If more than 50% of the Fund's outstanding common shares are tendered, we think the tender offer should be cancelled and the Fund should be liquidated or merged into an open-end mutual fund. This proposal, if adopted, is not binding on the board. Unless instructions to the contrary are given, your proxy will be voted FOR this proposal. THE SOLICITATION We intend to solicit proxies via mail, telephone and via the internet. Our proxy materials are available on the following web site: http://www.bulldoginvestorstenderoffer.com/. Persons affiliated with or employed by BIGP or its affiliates may assist us in the solicitation of proxies. Banks, brokerage houses and other custodians, nominees and fiduciaries will be requested to forward this proxy statement and the enclosed GREEN proxy card to the beneficial owners of common and preferred shares for whom they hold shares of record. We will reimburse these organizations for their reasonable out-of-pocket expenses. Initially, we will bear all of the expenses related to this proxy solicitation. Because we believe that all shareholders will benefit from this solicitation, we intend to seek, subject to any applicable regulatory requirements, reimbursement of our expenses. Shareholders will not be asked to vote on the reimbursement of these expenses, which we estimate will total $30,000. PARTICIPANTS Only BIGP and Mr. Goldstein are participants in this solicitation. BIGP beneficially owns ------- common shares. As noted above, Mr. Goldstein and his wife jointly beneficially own 5,000 common shares and other clients advised by Mr. Goldstein own a total of ---------- common shares. In addition, affiliates of BIGP beneficially own ---------- common shares. The address of BIGP and Mr. Goldstein is Park 80 West, Plaza Two, Suite 750, Saddle Brook, NJ 07663. All of the shares owned by the aforementioned persons and entities were acquired since ----------------. No participant or associate of any participant in this solicitation is or has been a party to any contract, arrangements or understanding with any person with respect to any securities of the Fund or has any arrangement or understanding with any person with respect to future employment by the Fund or any of its affiliates or to any future transactions to which the Fund or any of its affiliates will or may be a party. LITIGATION On January 31, 2007, the Enforcement Section of the Securities Division of the Massachusetts Secretary of State (the "Secretary") filed a complaint with the Acting Director of the Securities Division against BIGP, Mr. Goldstein, and certain related parties (the "Bulldog Parties") alleging that they violated Massachusetts law by making information about certain unregistered securities available on the Bulldog Investors website and by providing information about such investments to an individual who requested it without first determining that the individual was eligible to invest in such securities. The Enforcement Section sought a cease and desist order, an administrative fine, and other relief. On October 17, 2007, the Acting Director issued a cease and desist order and imposed a fine of $25,000 on the Bulldog Parties. On November 15, 2007, the Bulldog Parties appealed the Secretary's ruling to the Massachusetts Superior Court which upheld the Secretary's order in an order and opinion dated February 12, 2009. On February 25, 2009, the Bulldog Parties filed a further appeal with the Appellate Court of Massachusetts. On October 21, 2009 the Massachusetts Supreme Judicial Court, the state's highest court, transferred the case on its own motion from the Appellate Court. As a result, the Supreme Judicial Court will decide the appeal. July --, 2010 PROXY CARD This proxy is solicited in opposition to the Board of Directors of Korea Equity Fund, Inc. (the "Fund") by Bulldog Investors General Partnership ("BIGP") for the Fund's 2010 Annual Meeting of Shareholders (the "Meeting"). The undersigned hereby appoints Phillip Goldstein, Rajeev Das, and Andrew Dakos and each of them, as the undersigned's proxies, with full power of substitution, to attend the Meeting and any adjourned or postponed Meeting, and to vote on all matters that come before the Meeting the number of shares that the undersigned would be entitled to vote if present in person, as specified below. (INSTRUCTIONS: Mark votes by placing an "x" in the appropriate [ ].) 1. ELECTION OF ONE DIRECTOR [ ] FOR PHILLIP GOLDSTEIN [ ] WITHHOLD AUTHORITY 2. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE FUND'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER 31, 2010 FOR [ ] AGAINST [ ] ABSTAIN [ ] 3. TO REQUEST THAT THE BOARD TAKE ACTION TO CONVERT THE FUND TO AN INTERVAL FUND AND ESTABLISH A RELATED FUNDAMENTAL POLICY FOR [ ] AGAINST [ ] ABSTAIN [ ] 4. TO TERMINATE THE MNAGEMENT AGREEMENT BETWEEN THE FUND AND NOMURA ASSET MANAGEMENT U.S.A. INC. FOR [ ] AGAINST [ ] ABSTAIN [ ] 5. TO REQUEST THAT THE BOARD AUTHORIZE A SELF-TENDER OFFER FOR ALL OUTSTANDING COMMON SHARES OF THE FUND AT NET ASSET VALUE (NAV) FOR [ ] AGAINST [ ] ABSTAIN [ ] Please sign and date below. Your shares will be voted as directed. If no direction is made, this proxy will be voted FOR the election of the nominee named above, and FOR Proposals 2, 3, 4, and 5. The undersigned hereby acknowledges receipt of the proxy statement dated July --, 2010 of BIGP and revokes any proxy previously executed. Signature(s)___________________________________ Dated: _______________ -----END PRIVACY-ENHANCED MESSAGE-----