<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:
/X/ Preliminary Proxy Statement
/ / 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 Section 240.14a-11(c) or Section
240.14a-12
THE JAPAN EQUITY FUND, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
THE JAPAN EQUITY FUND, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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 JAPAN EQUITY FUND, INC.
C/O DAIWA SECURITIES TRUST COMPANY
ONE EVERTRUST PLAZA
JERSEY CITY, NEW JERSEY 07302
(800) 933-3440
April , 1996
Dear Stockholders:
The Annual Meeting of Stockholders of The Japan Equity Fund, Inc. (the
"Fund") will be held at 11:30 A.M., New York time, on Thursday, June 6, 1996, 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 III
directors, (ii) consider the ratification of the selection of Price Waterhouse
LLP as independent accountants and (iii) consider whether to approve a change in
the Fund's investment restrictions to allow the Fund to lend portfolio
securities. 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 has recommended that the stockholders vote in favor of each of the
foregoing matters.
Respectfully,
[Signature to come]
Katsunari Rembutsu
CHAIRMAN OF THE BOARD
STOCKHOLDERS ARE URGED TO SIGN AND MAIL THE ACCOMPANYING PROXY IN THE ENCLOSED
RETURN ENVELOPE TO INSURE A QUORUM AT THE MEETING.
<PAGE>
THE JAPAN EQUITY FUND, INC.
----------
NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
JUNE 6, 1996
------------------------
To the Stockholders of
The Japan Equity Fund, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of The Japan
Equity 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 Thursday, June 6, 1996, at 11:30 A.M., New York time, for the
following purposes:
1. To elect two Class III directors to serve for a term expiring on the
date on which the Annual Meeting of Stockholders is held in 1999.
2. To ratify or reject the selection of Price Waterhouse LLP as independent
accountants of the Fund for its fiscal year ending October 31, 1996.
3. To approve or disapprove a change in the Fund's investment restrictions
to permit the Fund to lend portfolio securities.
4. 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 18, 1996 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. 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 , 1996
<PAGE>
Preliminary Copies--For the Information of the Securities and Exchange
Commission Only.
THE JAPAN EQUITY FUND, INC.
----------
PRELIMINARY
PROXY STATEMENT
------------------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of THE JAPAN EQUITY 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 Thursday, June 6, 1996, at 11:30 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 , 1996. Any stockholder giving a proxy in advance of the
Annual Meeting has the power to revoke it by mail (addressed to the Secretary,
The Japan Equity 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 OCTOBER 31, 1995 TO ANY STOCKHOLDER REQUESTING SUCH REPORT.
REQUESTS FOR THE ANNUAL REPORT SHOULD BE MADE BY WRITING TO THE JAPAN EQUITY
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 18, 1996 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
10,795,862 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 18, 1996.
Management of the Fund knows of no business other than that mentioned in
Items 1, 2 and 3 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.
1
<PAGE>
The Board recommends that the stockholders vote in favor of each of the
matters mentioned in Items 1, 2 and 3 of the Notice of Meeting.
(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 two nominees
listed below as directors of the Fund:
CLASS III
- ------------------------
Harry M. Markowitz
Austin C. Dowling
to serve for terms expiring on the date of subsequent Annual Meetings of
Stockholders in 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.
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 29, OF
OF NOMINEES PUBLICLY HELD COMPANIES SINCE 1996(+) CLASS
- --------------------------------------------- ------------------------------------------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Austin C. Dowling (64) Director, Office of Finance, 1992 2,046 **
1002E Long Beach Boulevard Federal Home Loan Bank System, from 1984 to
North Beach, New Jersey 1991; President,
08008 The Financing Corporation (U.S. government
agency), from 1987 to 1991; President, the
Resolution Funding Corporation, from 1989
to 1991; Director, The Thai Capital Fund,
Inc., since 1990.
* Harry M. Markowitz (68) President of the Fund; Director of 1992 1,779 **
1010 Turquoise Street Research, Global Portfolio Research
Suite 245 Department, Daiwa Securities Trust Company,
San Diego, California since 1990; President of Harry Markowitz
92109 Company since 1984; Marvin Speiser
Distinguished Professor of Finance and
Economics, Baruch College, City
</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 29, OF
OF NOMINEES PUBLICLY HELD COMPANIES SINCE 1996(+) CLASS
- --------------------------------------------- ------------------------------------------- ----------- ------------ ------------
University of New York, from 1982 to 1993;
Director, Health Chem Corporation from 1993
to 1994.
<S> <C> <C> <C> <C> <C>
OTHER CURRENT DIRECTORS
* Katsunari Rembutsu (51) Chairman of the Board of the Fund; Chairman 1994 None --
One Evertrust Plaza and President, Daiwa Securities Trust
Jersey City, New Jersey Company, since 1994; Chief Executive, Daiwa
07302 Europe Bank plc, from 1991 to 1994;
President, Daiwa Securities Hong Kong, from
1989 to 1991.
Martin J. Gruber (58) Chairman of Finance Department and 1992 4,961 **
229 South Irving Street Professor of Finance, Leonard N. Stern
Ridgewood, New Jersey School of Business, New York University;
07450 Director, Cowen Income & Growth Fund Inc.;
Director, Cowen Opportunity Fund; Director,
Standby Reserve Fund Inc.; Director,
Standby Tax Exempt Reserve Fund Inc.;
Trustee, BT Pyramid Fund, since 1992;
Trustee, BT Leadership Trust, since 1993;
Director, The Taiwan Equity Fund, Inc.,
since 1994.
Robert F. Gurnee (68) Chairman and Chief Executive Officer, 1992 1,156 **
3801 Kennett Pike Financial Integrity Group Inc. (bank and
Building C, Suite 201 financial services consulting firm), since
Greenville, Delaware 1990; Director, Vestaur Securities Co.,
19807 since 1991; Director, Mellon Bank (DE),
since 1990; Director, The Thai Capital
Fund, Inc., since 1990.
</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 29, OF
OF NOMINEES PUBLICLY HELD COMPANIES SINCE 1996(+) CLASS
- --------------------------------------------- ------------------------------------------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Frederick W. Zuckerman (61) Private Investor and Financial Consultant; 1992 None --
605 Park Avenue Vice President and Treasurer, IBM Corp.,
Apartment 20-A from 1993 to 1995; Senior Vice President
New York, New York and Treasurer, RJR Nabisco, Inc., from 1991
10021 to 1993; Financial Consultant, from 1990 to
1991; Director, Olympic Financial, Ltd.,
since 1995; Director, Northeast Savings
Bank, from 1989 to 1995; Director, The
Singapore Fund, Inc., since 1990; Trustee,
Meditrust, since 1990; Director, Northeast
Federal Corp., from 1990 to 1995; Director,
Anacomp, Inc., since 1990; Director, System
Industries, Inc., from 1983 to 1992;
Director, Drexel Burnham Lambert Group,
Inc., from 1990 to 1992; Director, The
Turner Corporation, since 1992; Director,
NVR, Inc., since 1993; Director, Caere
Corporation, since 1995.
</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. Both Mr. Rembutsu and Dr. Markowitz are interested
persons because of their affiliation with Daiwa Securities Trust Company,
the Fund's Investment Adviser, Administrator and Custodian, or because they
are officers of the Fund, or both.
** Represented less than 1% of the outstanding shares at February 29, 1996.
The Fund's Board of Directors held four regular meetings and one special
meeting during the fiscal year ended October 31, 1995. Mr. Rembutsu attended
fewer than 75% of the total number of Board meetings. The death of Mr. K.S. Wu
in December 1995 has left a vacancy on the Board and no one has been nominated
to stand for election to replace him as a Class II director.
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, Gruber, Gurnee and Zuckerman. The Audit Committee
met twice during the fiscal year ended October 31, 1995. All of the members of
the Committee attended the meetings held during the fiscal year. The Fund has
neither a compensation nor a nominating committee.
4
<PAGE>
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. Rembutsu (age 51) has been Chairman of the Board of the Fund since
December 1994 (see information provided above).
Dr. Markowitz (age 68) has been President of the Fund since July 1992 (see
information provided above).
Daniel F. Barry (age 49), Vice President of the Fund since July 1992, was
also Treasurer of the Fund from July 1992 to September 1994 and has been Senior
Vice President of Daiwa Securities Trust Company ("DST"), the Fund's Investment
Adviser, Administrator and Custodian, since June 1993. From June 1990 to June
1993, he was Vice President, Mutual Fund Administration of DST and from 1986 to
1990, he was a First Vice President and Director of Mutual Fund Reporting of
Mitchell Hutchins Asset Management, Inc.
Lawrence Jacob (age 51), Secretary of the Fund since July 1992, has been
Senior Vice President since November 1985, and Assistant Secretary since
February 1986, of Daiwa Securities America Inc.
Edward J. Grace (age 49), Treasurer of the Fund since September 1994, was
Assistant Treasurer of the Fund from July 1992 to September 1994 and has been a
Vice President of DST since December 1992 and Assistant Vice President of DST
from 1989 to December 1992.
John J. O'Keefe (age 36), Assistant Treasurer of the Fund since September
1994, has been an Assistant Vice President of DST since January 1994 and was a
Senior Accountant of DST from July 1990 to January 1994. From 1986 to 1990, he
was an Account Executive at Fahnestock & Co. Inc.
Laurence E. Cranch (age 49), Assistant Secretary of the Fund since July
1992, has been a partner in the law firm of Rogers & Wells since 1980.
TRANSACTIONS WITH AND REMUNERATION OF OFFICERS AND DIRECTORS
The aggregate fee remuneration for directors not affiliated with Daiwa
International Capital Management Corp. (the "Investment Manager") or Daiwa
Securities Trust Company (the "Investment Adviser") was U.S. $49,750 during the
fiscal year ended October 31, 1995. 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.
DST, which pays the compensation and certain expenses of the officers of DST
who serve as officers of the Fund, receives administration, custodian and
advisory fees.
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
October 31, 1995, as well as the total fee compensation paid to each director of
the Fund by the Fund and by other investment companies
5
<PAGE>
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 PAID TO
NAME OF DIRECTOR FROM FUND FUND EXPENSES DIRECTORS
- ------------------------------ ------------- ----------------- --------------
<S> <C> <C> <C>
Katsunari Rembutsu+ $ 0 None $ 0
Harry M. Markowitz+ 0 None 0
Austin C. Dowling* 9,950 None 19,150
Martin J. Gruber* 9,950 None 18,550
Robert F. Gurnee* 9,950 None 19,150
K.S. Wu* 9,950 None 21,400
Frederick W. Zuckerman* 9,950 None 21,400
</TABLE>
- ------------------------
* Also serves as a director of one other investment company for which an
affiliate of Daiwa International Capital Management Corp. and Daiwa
Securities Trust Company, the Fund's investment manager and investment
adviser, respectively, serves as investment manager or investment adviser.
+ Mr. Rembutsu and Mr. Markowitz, who are affiliated with the Investment
Manager and Investment Adviser and are therefore "interested persons" of the
Fund, 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 held on March 7, 1996, 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), selected Price Waterhouse LLP to act as
independent accountants for the Fund for the fiscal year ending October 31,
1996. The Fund knows of no direct financial interest 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 meeting and will have an
opportunity to make a statement if they so desire. Such representatives are
expected to be available at the meeting 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.
(3) APPROVAL OF AN AMENDMENT TO THE FUND'S INVESTMENT RESTRICTIONS TO PERMIT
THE FUND TO ENGAGE IN THE LENDING OF PORTFOLIO SECURITIES
The Board of Directors of the Fund has unanimously approved and directed
that there be submitted to the stockholders for their approval an amendment to
the Fund's investment restrictions
6
<PAGE>
to permit the Fund to engage in the lending of portfolio securities. If approved
by the stockholders, the Fund would be able, from time to time, to lend
securities (but not in excess of 33 1/3% of its total assets) from its portfolio
of investments to brokers, dealers and financial institutions and, in turn,
receive collateral in cash or securities believed by the Investment Manager to
be equivalent to securities rated investment grade by Standard & Poor's Rating
Group ("S&P") or Moody's Investors Services, Inc. ("Moody's"). While the loan is
outstanding, the Fund will be required to maintain collateral at all times in an
amount equal to at least 100% of the current market value of the securities
loaned by the Fund, including any accrued interest or dividends receivable from
those securities. Any cash collateral received by the Fund would be invested in
short-term, high quality debt securities, the income from which would increase
the return to the Fund. The Fund would retain all rights of beneficial ownership
as to the loaned portfolio securities, including voting rights and rights to
interest or other distributions, and would have the right to regain record
ownership of loaned securities to exercise such beneficial rights. Such loans
would be terminable at any time by either the Fund or the borrower. The Fund may
be required to pay finders', administrative and custodial fees to persons
unaffiliated with the Fund in connection with the arranging of such loans and,
if permitted under the 1940 Act or pursuant to an exemptive order thereunder,
such fees may be paid to persons affiliated with the Fund. In the event of a
default by the borrower, the Fund might suffer time delays and incur costs or
possible losses in connection with the Fund's disposition of the collateral.
The Board of Directors believes that the proposed change is in the best
interests of the Fund. Accordingly, the directors recommend that the
stockholders vote to approve the proposed amendment to the Fund's investment
restrictions.
Currently, the Fund's investment restrictions state:
"The Fund is not permitted to: . . .
(5) Make loans, except through the purchase of debt securities
consistent with its investment objective and policies."
The text of the proposed amendment is as follows:
"The Fund is not permitted to: . . .
(5) Make loans, except through the purchase of debt securities AND
THE LENDING OF PORTFOLIO SECURITIES consistent with its investment
objectives and policies."
Approval of the proposed amendment to the Fund's investment restrictions
will require the affirmative vote of a majority of the Fund's outstanding shares
of Common Stock. As defined in the 1940 Act, a "majority of outstanding shares"
means the lesser of 67% of the voting securities present at the Annual Meeting
of Stockholders, if a quorum is present, or 50% of the outstanding voting
securities. For this purpose, both the abstentions and broker non-votes will
have the effect of a vote to disapprove the proposed amendment. The Fund will
continue under its current investment restrictions without change if this
proposal is not approved by the stockholders.
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 DST. The Fund has
retained Corporate Investor Communications, Inc. to assist in the proxy
solicitation. The fee for such services is estimated at U.S.$4,500, plus
reimbursement of expenses. The expenses connected with the solicitation of these
proxies and with any further proxies which may be solicited by the Fund's
officers or agents in person, by telephone or
7
<PAGE>
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.
In the event that sufficient votes in favor of any proposal set forth in the
Notice of this meeting are not received by June 6, 1996, 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 presented at the
1997 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 , 1996.
By order of the Board of Directors,
Lawrence Jacob
SECRETARY
One Evertrust Plaza
Jersey City, New Jersey 07302
April , 1996
8
<PAGE>
(This page has been left blank intentionally.)
<PAGE>
(This page has been left blank intentionally.)
<PAGE>
(This page has been left blank intentionally.)
<PAGE>
THE JAPAN EQUITY FUND, INC.
C/O DAIWA SECURITIES TRUST COMPANY
ONE EVERTRUST PLAZA
JERSEY CITY, NEW JERSEY 07302
------------------------------
THE JAPAN EQUITY FUND, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS ON
JUNE 6, 1996
The undersigned stockholder of The Japan Equity 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 6, 1996, at 11:30 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.
PROPOSALS
1) The election of Harry M. Markowitz and Austin C. Dowling as Class III
director to serve for a term expiring on the date on which the Annual
Meeting of Stockholders is held in 1999.
2) The ratification of the selection of Price Waterhouse LLP as independent
accountants of the Fund for its fiscal year ending October 31, 1996.
3) The approval of an amendment to the Fund's investment restrictions to permit
the Fund to lend portfolio securities.
4) In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH
INSTRUCTIONS GIVEN BY THE STOCKHOLDERS, BUT IF NO INSTRUCTIONS ARE GIVEN, THIS
PROXY WILL BE VOTED IN FAVOR OF PROPOSALS 1, 2 AND 3 SET FORTH IN THIS PROXY.
THE UNDERSIGNED HEREBY REVOKES ANY AND ALL PROXIES WITH RESPECT TO SUCH SHARES
HERETOFORE GIVEN BY THE UNDERSIGNED. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE
PROXY STATEMENT DATED APRIL , 1996.
<PAGE>
PROPOSALS (PLEASE CHECK ONE BOX FOR EACH PROPOSAL.) PLEASE DO NOT USE BLUE PEN
WHEN MARKING THIS BALLOT.
<TABLE>
<S> <C> <C>
1) / / FOR ALL nominees listed below / / WITHHOLD AUTHORITY
(EXCEPT AS MARKED TO THE CONTRARY BELOW) TO VOTE FOR ALL NOMINEES LISTED BELOW
</TABLE>
<TABLE>
<S> <C>
Nominees: Class III - Harry M. Markowitz
Austin C. Dowling
</TABLE>
(Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
________________________________________________________________________________
2) / / FOR / / AGAINST / / ABSTAIN
3) / / FOR / / AGAINST / / ABSTAIN
Dated: ________________________, 1996
_____________________________________
_____________________________________
Signature(s) of Stockholder(s)
RECORD DATE SHARES
Please sign, date and return
promptly. Signature(s) should be
exactly as name or names appearing on
this proxy. If shares are held
jointly, each holder should sign. If
signing is by attorney,
administrator, trustee or guardian,
please give full title.
