<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or 240.14a-12
THE THAI CAPITAL FUND, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / 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:
------------------------------------------------------------------------
<PAGE>
THE THAI CAPITAL FUND, INC.
C/O DAIWA SECURITIES TRUST COMPANY
ONE EVERTRUST PLAZA
JERSEY CITY, NEW JERSEY 07302
(800) 933-3440
April 13, 1998
Dear Stockholders:
The Annual Meeting of Stockholders of The Thai Capital Fund, Inc. (the
"Fund") will be held at 9:30 A.M., New York time, on Friday, June 5, 1998, at
the offices of Daiwa Securities America Inc., Financial Square, 32 Old Slip,
14th Floor, New York, New York 10005. A Notice and Proxy Statement regarding the
meeting, a proxy card for your vote at the meeting, and a postage prepaid
envelope in which to return your proxy are enclosed.
At the Annual Meeting, the stockholders will (i) elect two Class I directors
and one Class II director and (ii) consider the ratification of the selection of
Price Waterhouse LLP as independent accountants. In addition, the stockholders
who will be present at the Annual Meeting will hear an investment report on the
Fund and will have an opportunity to discuss matters of interest to them.
If you will not be able to attend the Annual Meeting in person, please take
the time now to review the enclosed materials and vote your shares by proxy.
YOUR VOTE IS IMPORTANT.
The Board recommends that the stockholders vote in favor of each of the
foregoing matters.
Respectfully,
/s/ Shuichi Komori
Shuichi Komori
CHAIRMAN OF THE BOARD
STOCKHOLDERS ARE STRONGLY URGED TO PROMPTLY SIGN AND MAIL THE ACCOMPANYING PROXY
IN THE ENCLOSED RETURN ENVELOPE TO INSURE A QUORUM AT THE MEETING. YOUR VOTE IS
IMPORTANT.
<PAGE>
THE THAI CAPITAL FUND, INC.
----------
NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
JUNE 5, 1998
------------------------
To the Stockholders of
The Thai Capital Fund, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of The Thai
Capital Fund, Inc. (the "Fund") will be held at the offices of Daiwa Securities
America Inc., Financial Square, 32 Old Slip, 14th Floor, New York, New York
10005, on Friday, June 5, 1998, at 9:30 A.M., New York time, for the following
purposes:
1. To elect two Class I directors to serve for a term expiring on the date
on which the Annual Meeting of Stockholders is held in the year 2001 and
one Class II director to serve for a term expiring on the date on which
the Annual Meeting of Stockholders is held in the year 1999.
2. To ratify or reject the selection of Price Waterhouse LLP as independent
accountants of the Fund for its fiscal year ending December 31, 1998.
3. To transact such other business as may properly come before the meeting
or any adjournments thereof.
The Board of Directors has fixed the close of business on March 17, 1998 as
the record date for the determination of stockholders entitled to notice of and
to vote at the meeting or any adjournments thereof.
You are cordially invited to attend the meeting. Stockholders who do not
expect to attend the meeting in person are requested to complete, date and sign
the enclosed form of proxy and return it promptly in the envelope provided for
that purpose. You may nevertheless vote in person at the meeting if you choose
to attend. Your vote is important. The enclosed proxy is being solicited by the
Board of Directors of the Fund.
By order of the Board of Directors,
Lawrence Jacob
SECRETARY
April 13, 1998
<PAGE>
THE THAI CAPITAL FUND, INC.
----------
PROXY STATEMENT
------------------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of THE THAI CAPITAL FUND, INC. (the "Fund")
for use at the Annual Meeting of Stockholders, to be held at the offices of
Daiwa Securities America Inc., Financial Square, 32 Old Slip, 14th Floor, New
York, New York 10005, on Friday, June 5, 1998, at 9:30 A.M., New York time, and
at any adjournments thereof.
This Proxy Statement and the form of proxy are being mailed to stockholders
on or about April 13, 1998. Any stockholder giving a proxy in advance of the
Annual Meeting has the power to revoke it by mail (addressed to the Secretary,
The Thai Capital Fund, Inc., c/o Daiwa Securities Trust Company, One Evertrust
Plaza, 9th Floor, Jersey City, New Jersey 07302) or in person at the meeting, by
executing a superseding proxy or by submitting a notice of revocation to the
Fund. All properly executed proxies received in time for the meeting will be
voted as specified in the proxy or, if no specification is made, for each
proposal referred to in this Proxy Statement. Abstentions and broker non-votes
are each included in the determination of the number of shares present at the
meeting.
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT FOR ITS
FISCAL YEAR ENDED DECEMBER 31, 1997 TO ANY STOCKHOLDER REQUESTING SUCH REPORT.
REQUESTS FOR THE ANNUAL REPORT SHOULD BE MADE BY WRITING TO THE THAI CAPITAL
FUND, INC., C/O DAIWA SECURITIES TRUST COMPANY, ONE EVERTRUST PLAZA, 9TH FLOOR,
JERSEY CITY, NEW JERSEY 07302, ATTENTION: SHAREHOLDER RELATIONS, OR BY CALLING
(800) 933-3440 OR (201) 915-3020.
The Board of Directors has fixed the close of business on March 17, 1998 as
the record date for the determination of stockholders entitled to notice of and
to vote at the meeting and at any adjournments thereof. Stockholders on the
record date will be entitled to one vote for each share held, with no shares
having cumulative voting rights. As of the record date, the Fund had outstanding
6,278,588 shares of common stock. To the knowledge of the Fund's management, no
person owned beneficially more than 5% of the Fund's outstanding shares as of
March 17, 1998.
Management of the Fund knows of no business other than that mentioned in
Items 1 and 2 of the Notice of Meeting which will be presented for consideration
at the meeting. If any other matter is properly presented, it is the intention
of the persons named in the enclosed proxy to vote in accordance with their best
judgment.
The Board of Directors recommends that the stockholders vote in favor of
each of the matters mentioned in Items 1 and 2 of the Notice of Meeting.
1
<PAGE>
(1) ELECTION OF DIRECTORS
Persons named in the accompanying form of proxy intend in the absence of
contrary instructions to vote all proxies for the election of the three nominees
listed below as directors of the Fund:
<TABLE>
<CAPTION>
CLASS I CLASS II
- ---------------- ---------------------
<S> <C>
Robert F. Gurnee Virabongsa Ramangkura
Suvit Yodmani
</TABLE>
to serve for terms expiring on the date of subsequent Annual Meetings of
Stockholders as follows: Class I in the year 2001 and Class II in the year 1999,
or until their successors are elected and qualified. If any such nominee should
be unable to serve, an event that is not now anticipated, the proxies will be
voted for such person, if any, as shall be designated by the Board of Directors
to replace any such nominee. The election of each director will require the
affirmative vote of a majority of the votes cast at the meeting. For this
purpose, abstentions and broker non-votes will not be counted as votes cast at
the meeting.
At their December 4, 1997 meeting, the Board of Directors re-elected Dr.
Virabongsa as a director. Dr. Virabongsa had previously served as a director
since 1992, but had resigned in August 1997 to accept an assignment to the Thai
government. Although the term of the Fund's Class II directors does not expire
until the date on which the Annual Meeting of Stockholders is held in 1999,
Maryland law and the Fund's By-laws require a director, regardless of Class, who
is elected by the Board of Directors to fill a vacancy to stand for election at
the next Annual Meeting of Stockholders.
INFORMATION CONCERNING NOMINEES AND DIRECTORS
The following table sets forth information concerning each of the nominees
as a director of the Fund, as well as the other current directors of the Fund.
Each of the nominees is now a director of the Fund and has consented to be named
in this Proxy Statement and to serve as a director of the Fund if elected.
NOMINEES
<TABLE>
<CAPTION>
PRESENT OFFICE WITH THE
FUND, IF ANY, PRINCIPAL OCCUPATION SHARES
OR EMPLOYMENT DURING PAST BENEFICIALLY
FIVE YEARS AND OWNED PERCENT
NAME (AGE) AND ADDRESS DIRECTORSHIPS IN DIRECTOR FEBRUARY 28, OF
OF NOMINEES/DIRECTORS PUBLICLY HELD COMPANIES SINCE 1998(+) CLASS
- ---------------------------------- ------------------------------------------------------------ -------- ------------ -------
<S> <C> <C> <C> <C> <C>
Robert F. Gurnee (70) Chairman and Chief Executive Officer, since 1990, Financial 1990 1,500 **
3801 Kennett Pike Integrity Group Inc. (bank and financial services consulting
Building C, Suite 201 firm); Director, since 1991, Vestaur Securities Co.;
Greenville, DE 19807 Director, since 1992, The Japan Equity Fund, Inc.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
PRESENT OFFICE WITH THE
FUND, IF ANY, PRINCIPAL OCCUPATION SHARES
OR EMPLOYMENT DURING PAST BENEFICIALLY
FIVE YEARS AND OWNED PERCENT
NAME (AGE) AND ADDRESS DIRECTORSHIPS IN DIRECTOR FEBRUARY 28, OF
OF NOMINEES/DIRECTORS PUBLICLY HELD COMPANIES SINCE 1998(+) CLASS
- ---------------------------------- ------------------------------------------------------------ -------- ------------ -------
<S> <C> <C> <C> <C> <C>
Suvit Yodmani (55) Regional Director, Asia and the Pacific, United Nations 1991 None --
101 Ranong II, Environment Program, since 1994; Vice President for
Dusit, Bangkok Development, Asian Institute of Technology, Bangkok, from
10300, Thailand 1992 to 1994; Director of the Foundation for the Promotion
of Nature Conservation and Environment Protection, since
1989; Senior Consultant to the President of the Asian
Institution of Technology, since 1987.
Virabongsa Ramangkura (54) Member of the Thai Senate; Chairman, Bangkok Expressway 1992 None --
99 Surasak Road Public Co., Ltd., since 1993; Chairman, Advance Agro Public
Bangrak, Bangkok Co., Ltd., since 1994; Chairman, Preccha Group Public Co.,
10500, Thailand Ltd.; Member, The Thailand Development Research Institute
and The Council of Trustees; Chairman, Economic Board,
National Research Bureau from 1996 to 1997; Director, from
1996 to 1997, Bangkok Airways Co., Ltd.; Chairman, from 1993
to 1994, Board of Commissioners of The State Railway of
Thailand; Member, from 1993 to 1994, National Land
Transportation Committee of Thailand.
OTHER CURRENT DIRECTORS
* Damrongsuk Amatyakul (51) President of the Fund, since March 1997; President of The 1997 None --
30th - 32nd Floor Mutual Fund Public Company Limited, since January 1997;
Lake Rajada Building Director, The Mutual Fund Public Company Limited, since
193-195 Ratchadaphisek Road January 1997; Senior Executive Vice President of The Mutual
Khlong-Toey, Bangkok Fund Public Company Limited from January 1991 to December
10110, Thailand 1996; Director of The Thailand International Fund Ltd.,
since 1988; Director of Listed Companies Association, since
1989; Member of the Investment Advisory Council of The Thai
Equity Fund, since 1990; Director
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
PRESENT OFFICE WITH THE
FUND, IF ANY, PRINCIPAL OCCUPATION SHARES
OR EMPLOYMENT DURING PAST BENEFICIALLY
FIVE YEARS AND OWNED PERCENT
NAME (AGE) AND ADDRESS DIRECTORSHIPS IN DIRECTOR FEBRUARY 28, OF
OF NOMINEES/DIRECTORS PUBLICLY HELD COMPANIES SINCE 1998(+) CLASS
- ---------------------------------- ------------------------------------------------------------ -------- ------------ -------
<S> <C> <C> <C> <C> <C>
Damrongsuk Amatyakul of MFC International Ltd., since 1991; Director of The Thai
(continued) Asset Fund Limited, since 1991; Director of The Thai-Asia
Fund Limited, since 1996; Director of The Thai Prime Fund
Limited, since January 1997; Member of the Investment
Advisory Council of The Thai Fund Inc., since January 1997;
Member of Investment Advisory Council of The Thailand Fund,
since January 1997.
Austin C. Dowling (66) Director, since 1992, The Japan Equity Fund, Inc. 1990 1,250 **
1002E Long Beach Boulevard
North Beach, NJ 08008
* Shuichi Komori (54) Chairman of the Board of the Fund; Acting President of the 1994 None --
Financial Square Fund, from January 1997 to March 1997; Chairman, since 1994,
32 Old Slip, 14th Floor The Taiwan Equity Fund, Inc.; Chairman, since 1995, The
New York, NY 10005 Singapore Fund, Inc.; Chairman and Chief Executive Officer,
Daiwa Securities America Inc., since 1994; Director, Daiwa
Securities Co. Ltd., since 1991.
Alfred C. Morley (71) Financial Consultant, since 1991; Senior Director of Old 1990 3,673 **
119 Falcon Drive Dominion Capital Management, since 1991; Senior Advisor,
Charlottesville, VA 22901 since 1990, Financial Analysts Federation; Senior Advisor,
since 1990, Institute of Chartered Financial Analysts;
Director, since 1990, The Singapore Fund, Inc.
</TABLE>
- --------------------------
+ The information as to beneficial ownership is based on statements furnished
to the Fund by the nominees and directors.
* Directors so noted are deemed by the Fund's counsel to be "interested
persons" (as defined in the U.S. Investment Company Act of 1940, as amended
(the "1940 Act")) of the Fund or of the Fund's investment manager or
investment adviser. Mr. Komori is deemed an interested person because of his
affiliation with Daiwa Securities America Inc., an affiliate of the Fund's
investment adviser, Daiwa International Capital Management (H.K.) Limited
(the "Investment Adviser"), or because he is an officer of the Fund, or
both. Mr. Damrongsuk is an interested person because of his affiliation with
the Fund's investment manager, The Mutual Fund Public Company Limited (the
"Investment Manager"), or because he is an officer of the Fund, or both.
** Represented less than 1% of the outstanding shares at February 28, 1997.
4
<PAGE>
The Fund's Board of Directors held four regular meetings and two special
meetings during the fiscal year ended December 31, 1997. Dr. Suvit and Dr.
Virabongsa attended fewer than seventy-five percent of the aggregate number of
meetings of the Board of Directors.
The Fund's Board of Directors has an Audit Committee which is responsible
for reviewing financial and accounting matters. The current members of the Audit
Committee are Messrs. Dowling, Gurnee and Morley and Dr. Suvit and Dr.
Virabongsa. The Audit Committee held two regular meetings during the fiscal year
ended December 31, 1997. Dr. Suvit and Dr. Virabongsa attended fewer than
seventy five percent of the aggregate number of meetings of the Audit Committee.
The Fund has neither a compensation nor a nominating committee.
Section 16(a) of the U.S. Securities Exchange Act of 1934, as amended,
requires the Fund's officers and directors, and persons who own more than ten
percent of a registered class of the Fund's equity securities, to file reports
of ownership and changes in ownership with the Securities and Exchange
Commission and the New York Stock Exchange, Inc. The Fund believes that its
officers and directors have complied with all applicable filing requirements.
OFFICERS OF THE FUND
Mr. Komori (age 54) has been Chairman of the Board of the Fund since
December 1994 (see information provided above).
Mr. Damrongsuk (age 51) has been President of the Fund since March 1997 (see
information provided above).
Daniel F. Barry (age 51), Vice President of the Fund since December 1992,
was also Treasurer of the Fund from September 1991 to September 1994 and has
been Senior Vice President of Daiwa Securities Trust Company ("DSTC"), the
Fund's Administrator and Custodian, since June 1993. From June 1990 to June
1993, he was Vice President, Mutual Fund Administration of DSTC.
Lawrence Jacob (age 53), Secretary of the Fund since May 1990, has been
Senior Vice President since November 1985, and Assistant Secretary since
February 1986, of Daiwa Securities America Inc.
Edward J. Grace (age 51), Treasurer of the Fund since September 1994, was
Assistant Treasurer of the Fund from September 1991 to September 1994 and has
been a Vice President of DSTC since December 1992 and Assistant Vice President
of DSTC from 1989 to December 1992.
Laurence E. Cranch (age 51), Assistant Secretary of the Fund since May 1990,
has been a partner in the law firm of Rogers & Wells LLP since 1980.
TRANSACTIONS WITH AND REMUNERATION OF OFFICERS AND DIRECTORS
The aggregate fee remuneration for directors not affiliated with the
Investment Manager or the Investment Adviser was U.S. $41,905 during the fiscal
year ended December 31, 1997. Each such non-affiliated director currently
receives fees, paid by the Fund, of U.S. $750 for each directors' meeting
attended in person or by telephone, U.S. $600 for each audit committee meeting
attended in person or by telephone and an annual fee of U.S. $5,000. The
officers and interested directors of the Fund received no compensation from the
Fund.
DSTC, which pays the compensation and certain expenses of the officers of
DSTC who serve as officers of the Fund, receives an administration fee and a
custodian fee.
5
<PAGE>
Set forth below is a chart showing the aggregate fee compensation paid by
the Fund (in U.S. dollars) to each of its directors during the fiscal year ended
December 31, 1997, as well as the total fee compensation paid to each director
of the Fund by the Fund and by other investment companies advised by the
Investment Manager, the Investment Adviser or their respective affiliates
(collectively, the "Fund Complex") for their services as directors of such
investment companies during their respective fiscal years:
<TABLE>
<CAPTION>
TOTAL
PENSION OR COMPENSATION
RETIREMENT FROM FUND AND
AGGREGATE BENEFITS ACCRUED FUND COMPLEX
COMPENSATION AS PART OF FUND PAID TO
NAME OF DIRECTOR FROM FUND EXPENSES DIRECTORS
- ---------------------------- ------------- ----------------- --------------
<S> <C> <C> <C>
Shuichi Komori*+ $ 0 None $ 0
Damrongsuk Amatyakul+ 0 None 0
Austin C. Dowling* 9,748 None 18,948
Robert F. Gurnee* 9,748 None 18,948
Alfred C. Morley* 8,998 None 18,198
Virabongsa Ramangkura 6,424 None 6,424
Suvit Yodmani 6,987 None 6,987
</TABLE>
- --------------------------
* Also serves as a director of other investment companies for which an
affiliate of Daiwa International Capital Management (H.K.) Limited, the
Fund's investment adviser, serves as investment manager or investment
adviser.
+ Mr. Komori, who is affiliated with the Investment Adviser, and Mr.
Damrongsuk, who is affiliated with the Investment Manager, are considered
"interested persons" of the Fund and do not receive any fee compensation
from the Fund for their services as directors.
(2) RATIFICATION OR REJECTION OF SELECTION
OF INDEPENDENT ACCOUNTANTS
At a meeting to be held on June 5, 1998, the Board of Directors of the Fund,
including a majority of the directors who are not "interested persons" of the
Fund (as defined in the 1940 Act), will consider the selection of Price
Waterhouse LLP to act as independent accountants for the Fund for the fiscal
year ending December 31, 1998, subject to stockholder approval. The Fund knows
of no direct financial or material indirect financial interest of that firm in
the Fund. One or more representatives of Price Waterhouse LLP are expected to be
present at the Annual Meeting and will have an opportunity to make a statement
if they so desire. Such representatives are expected to be available to respond
to appropriate questions from stockholders.
This selection of independent accountants is subject to the ratification or
rejection of the Fund's stockholders at the meeting. Ratification of the
selection of the independent accountants will require the affirmative vote of a
majority of the votes cast at the meeting. For this purpose, abstentions and
broker non-votes will not be counted as votes cast at the meeting.
MISCELLANEOUS
Proxies will be solicited by mail and may be solicited in person or by
telephone or telegraph by officers of the Fund or personnel of DSTC. The Fund
has retained Corporate Investor Communications, Inc. to assist in the proxy
solicitation. The fee for such services is estimated at U.S. $3,500, plus
reimbursement of expenses. The expenses connected with the solicitation of these
proxies and with any further proxies which may be
6
<PAGE>
solicited by the Fund's officers or agents in person, by telephone or by
telegraph will be borne by the Fund. The Fund will reimburse banks, brokers, and
other persons holding the Fund's shares registered in their names or in the
names of their nominees for their expenses incurred in sending proxy material to
and obtaining proxies from the beneficial owners of such shares.
It is important that you promptly submit your vote as a stockholder of the
Fund. In the event that sufficient votes in favor of any proposal set forth in
the Notice of this meeting are not received by June 5, 1998, the persons named
as attorneys in the enclosed proxy may propose one or more adjournments of the
meeting to permit further solicitation of proxies. Any such adjournment will
require the affirmative vote of the holders of a majority of the shares present
in person or by proxy at the session of the meeting to be adjourned. The persons
named as attorneys in the enclosed proxy will vote in favor of such adjournment
those proxies which they are entitled to vote in favor of the proposal for which
further solicitation of proxies is to be made. They will vote against any such
adjournment those proxies required to be voted against such proposal. The costs
of any such additional solicitation and of any adjourned session will be borne
by the Fund.
STOCKHOLDER PROPOSALS
Any proposal by a stockholder of the Fund intended to be included in the
proxy materials for the 1999 meeting of stockholders of the Fund must be
received by the Fund, c/o Daiwa Securities Trust Company, One Evertrust Plaza,
9th Floor, Jersey City, New Jersey 07302, not later than December 10, 1998.
The Fund's By-laws require that any proposal by a stockholder of the Fund
intended to be presented at a meeting of stockholders must be received by the
Fund, c/o Daiwa Securities Trust Company, One Evertrust Plaza, 9th Floor, Jersey
City, New Jersey 07302, not earlier than 90 days prior and not later than 60
days prior to such meeting of stockholders.
By order of the Board of Directors,
Lawrence Jacob
SECRETARY
One Evertrust Plaza
Jersey City, New Jersey 07302
April 13, 1998
7
<PAGE>
(This page has been left blank intentionally.)
<PAGE>
SKU# TCFCM-PS-98
<PAGE>
THE THAI CAPITAL FUND, INC.
c/o Daiwa Securities Trust Company
One Evertrust Plaza, Jersey City, New Jersey 07302
Proxy Solicited on Behalf of the Board of Directors for the
Annual Meeting of Stockholders on June 5, 1998
The undersigned stockholder of The Thai Capital Fund, Inc. (the "Fund")
hereby appoints Daniel F. Barry, Lawrence Jacob and Edward J. Grace, or any
of them, proxies of the undersigned, with full power of substitution, to vote
and act for and in the name and stead of the undersigned at the Annual
Meeting of Stockholders of the Fund to be held at the offices of Daiwa
Securities America Inc., Financial Square, 32 Old Slip, 14th Floor, New York,
New York 10005, on June 5, 1998 at 9:30 a.m., New York time, and at any and
all adjournments thereof, according to the number of votes the undersigned
would be entitled to cast if personally present.
The shares represented by this proxy will be voted in accordance with
instructions given by the undersigned stockholder, but if no instructions are
given, this proxy will be voted in favor of proposals 1 and 2 as set forth in
this proxy and, in the discretion of such proxies, upon such other business as
may properly come before the meeting or any adjournments thereof. The
undersigned hereby revokes any and all proxies heretofore given by the
undersigned with respect to such shares. The undersigned acknowledges receipt
of the Proxy Statement dated April 13, 1998.
--------------------------------------------------------------------------
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING
THE ENCLOSED POSTAGE-PAID ENVELOPE.
--------------------------------------------------------------------------
Please sign exactly as your name(s) appear(s) on the books of the Fund. Joint
owners should each sign. Trustees and other fiduciaries should indicate the
capacity in which they sign, and where more than one name appears, a majority
must sign. If a corporation, the signature should be that of an authorized
officer who should indicate his or her title.
- -----------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ------------------------------------- -------------------------------------
- ------------------------------------- -------------------------------------
- ------------------------------------- -------------------------------------
THE THAI CAPITAL FUND, INC.
c/o Daiwa Securities Trust Company
One Evertrust Plaza, Jersey City, New Jersey 07302
Proxy Solicited on Behalf of the Board of Directors for the
Annual Meeting of Stockholders on June 5, 1998
The undersigned stockholder of The Thai Capital Fund, Inc. (the "Fund")
hereby appoints Daniel F. Barry, Lawrence Jacob and Edward J. Grace, or any
of them, proxies of the undersigned, with full power of substitution, to vote
and act for and in the name and stead of the undersigned at the Annual
Meeting of Stockholders of the Fund to be held at the offices of Daiwa
Securities America Inc., Financial Square, 32 Old Slip, 14th Floor, New York,
New York 10005, on June 5, 1998 at 9:30 a.m., New York time, and at any and
all adjournments thereof, according to the number of votes the undersigned
would be entitled to cast if personally present.
The shares represented by this proxy will be voted in accordance with
instructions given by the undersigned stockholder, but if no instructions are
given, this proxy will be voted in favor of proposals 1 and 2 as set forth in
this proxy and, in the discretion of such proxies, upon such other business as
may properly come before the meeting or any adjournments thereof. The
undersigned hereby revokes any and all proxies heretofore given by the
undersigned with respect to such shares. The undersigned acknowledges receipt
of the Proxy Statement dated April 13, 1998.
--------------------------------------------------------------------------
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING
THE ENCLOSED POSTAGE-PAID ENVELOPE.
--------------------------------------------------------------------------
Please sign exactly as your name(s) appear(s) on the books of the Fund. Joint
owners should each sign. Trustees and other fiduciaries should indicate the
capacity in which they sign, and where more than one name appears, a majority
must sign. If a corporation, the signature should be that of an authorized
officer who should indicate his or her title.
- -----------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ------------------------------------- -------------------------------------
- ------------------------------------- -------------------------------------
- ------------------------------------- -------------------------------------
<PAGE>
PLEASE MARK VOTES
/X/ AS IN THIS EXAMPLE
1. Election of two Class I directors to
- ---------------------------- serve for a term expiring on the date on
THE THAI CAPITAL FUND, INC. which the Annual Meeting of Stockholders
- ---------------------------- is held in 2001, and one Class II
director to serve for a term expiring
on the date on which the Annual Meeting
of Stockholders is held in the year 1999.
Mark box at right if an
address change or / /
comment has been noted
on the reverse side of
this card.
With- For All
Class I: For hold Except
Robert F. Gurnee
Suvit Yodmani / / / / / /
Class II:
Virabongsa Ramangkura
NOTE: If you do not wish your shares voted
"For" a particular nominee, mark the "For
All Except" box and strike a line through
the name of the nominee in the list above.
For Against Abstain
2. The ratification of
the selection of Price / / / / / /
Waterhouse LLP as
independent accountants
of the Fund for its
fiscal year ending
December 31, 1998.
Please be sure to sign and
date this Proxy. Date -----------
RECORD DATE SHARES:
- -- Stockholder sign here -------- Co-owner sign here -------------
PLEASE MARK VOTES
/X/ AS IN THIS EXAMPLE
1. Election of two Class I directors to
- ---------------------------- serve for a term expiring on the date on
THE THAI CAPITAL FUND, INC. which the Annual Meeting of Stockholders
- ---------------------------- is held in 2001, and one Class II
director to serve for a term expiring
on the date on which the Annual Meeting
of Stockholders is held in the year 1999.
Mark box at right if an
address change or / /
comment has been noted
on the reverse side of
this card.
With- For All
Class I: For hold Except
Robert F. Gurnee
Suvit Yodmani / / / / / /
Class II:
Virabongsa Ramangkura
NOTE: If you do not wish your shares voted
"For" a particular nominee, mark the "For
All Except" box and strike a line through
the name of the nominee in the list above.
For Against Abstain
2. The ratification of
the selection of Price / / / / / /
Waterhouse LLP as
independent accountants
of the Fund for its
fiscal year ending
December 31, 1998.
Please be sure to sign and
date this Proxy. Date -----------
RECORD DATE SHARES:
- -- Stockholder sign here -------- Co-owner sign here -------------
