<DOCUMENT>
<TYPE>EX-2.(H)(2)
<SEQUENCE>4
<FILENAME>a2119698zex-2_h2.txt
<DESCRIPTION>EXHIBIT 2.(H)(2)
<TEXT>
<Page>

                                                                EXHIBIT 2.(h)(2)


                           THE JAPAN EQUITY FUND, INC.

                   Rights Offering for Shares of Common Stock

                           SOLICITING DEALER AGREEMENT

     THE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK TIME, ON DECEMBER 23, 2003,
UNLESS EXTENDED (THE "EXPIRATION DATE").


To Securities Brokers and Dealers:

     The Japan Equity Fund, Inc. (the "Fund") is issuing to its shareholders of
record ("Record Date Shareholders") as of the close of business on December 4,
2003 (the "Record Date") rights ("Rights") to subscribe for an aggregate of up
to 3,605,229 shares (the "Shares") of common stock, par value $.01 per share
("Common Stock"), of the Fund upon the terms and subject to the conditions set
forth in the Fund's Prospectus dated December ___, 2003 (the "Offer"). Each
Record Date Shareholder is being issued one Right for each full share of Common
Stock owned on the Record Date. The number of Rights to be issued to Record Date
Shareholders will be rounded up to the nearest whole number of Rights evenly
divisible by three. The Rights are listed for trading on the New York Stock
Exchange, Inc. (the "NYSE"). The Rights entitle the Record Date Shareholders and
holders of Rights acquired during the Subscription Period (as hereinafter
defined) to acquire at the Subscription Price (as hereinafter defined), one
Share for each three Rights held in the primary subscription. The subscription
price per Share will be 90% of the average of the closing price of the Fund's
Common Stock on the NYSE on the Expiration Date (as hereinafter defined) of the
rights offering and for the four immediately preceding trading days, with a
requirement that the price be no lower than 95% of the net asset value per
common share of the Fund at the time of the expiration of the rights offering.
The Subscription Period commences on December 9, 2003 and ends at 5:00 p.m., New
York time, on December 23, 2003 (the "Expiration Date"). (With respect to the
Offer, the term "Expiration Date" means 5:00 p.m., New York time, on December
23, 2003, unless and until the period for which the Offer is open is extended by
the Fund and the Dealer Manager (as hereinafter defined), in which event the
term "Expiration Date" with respect to the offer will mean the latest time and
date on which the offer, as so extended by the Fund, will expire.) Any Record
Date Shareholder who fully exercises all Rights issued to him or her is entitled
to subscribe for Shares which were not otherwise subscribed for by other Record
Date Shareholders in the primary subscription (the "Over-Subscription
Privilege"). Shares acquired pursuant to the Over-Subscription Privilege are
subject to allotment, as more fully discussed in the Prospectus.

     For the duration of the Offer, the Fund will pay Soliciting Fees to any
qualified broker or dealer who solicits the exercise of Rights in connection
with the Offer, who executes and delivers a copy of this Agreement and who
complies with the procedures described below (a "Soliciting Dealer"). Upon
timely delivery to PFPC Inc., the Fund's Subscription Agent for the Offer (the
"Subscription Agent"), of payment for Shares purchased pursuant to the exercise
of Rights and of properly completed and executed documentation as set forth in
this Soliciting Dealer Agreement, a Soliciting Dealer will be entitled to
receive Soliciting Fees equal to 2.50% of the Subscription Price per Share
purchased pursuant to exercise of the Rights, including the exercise of Rights
by a Soliciting Dealer for its own account pursuant to the Offer. Neither the

<Page>

Dealer Manager nor any Soliciting Dealer will receive Soliciting Fees for Shares
purchased pursuant to the exercise of Rights unless the holder of the Rights has
designated the Dealer Manager or the Soliciting Dealer as being influential in
the exercise of the Rights on the appropriate portion of the Subscription
Certificate. A qualified broker or dealer is a broker or dealer that is a member
of a registered national securities exchange in the United States or the
National Association of Securities Dealers, Inc. ("NASD") or any foreign broker
or dealer not eligible for membership who agrees to conform to the Conduct Rules
of the NASD in making solicitations outside the United States to the same extent
as if it were a member of the NASD. In addition, each Soliciting Dealer shall
agree to comply with the provisions of Rule 2740 of the Conduct Rules of the
NASD, and each foreign Soliciting Dealer who is not a member of the NASD also
shall agree to comply with the NASD's interpretation with respect to freeriding
and withholding, to comply, as though it were a member of the NASD, with the
provisions of Rule 2730 and Rule 2750 of such Conduct Rules, and to comply with
Rule 2420 as such rule applies to a non-member foreign dealer.

     The Fund hereby agrees to pay the Soliciting Fees payable to the Soliciting
Dealers. Solicitation and other activities by Soliciting Dealers may be
undertaken only in accordance with the applicable rules and regulations of the
Securities and Exchange Commission and only in those states and other
jurisdictions where those solicitations and other activities may lawfully be
undertaken and in accordance with the laws in those states and other
jurisdictions. Under no circumstances will the Soliciting Dealers engage in any
activities hereunder in any state (a) in which acceptances of the Offer may not
be solicited under the Blue Sky or securities law of such state or (b) in which
such Soliciting Dealer may not lawfully so engage. Compensation will not be paid
for solicitations in any state or other jurisdiction in which in the opinion of
counsel to the Fund or counsel to Daiwa Securities America Inc., the dealer
manager in connection with the Offer (the "Dealer Manager"), that compensation
may not lawfully be paid. No Soliciting Dealer or any other person is authorized
by the Fund or the Dealer Manager to give any information or make any
representations in connection with the Offer other than those contained in the
Prospectus and other authorized solicitation material furnished by the Fund
through the Dealer Manager. No Soliciting Dealer is authorized to act as agent
of the Fund or the Dealer Manager in any connection or transaction related to
the Offer. In addition, nothing contained in this Soliciting Dealer Agreement
will constitute the Soliciting Dealers as partners with the Dealer Manager or
with one another or create any association between those parties, or will render
the Dealer Manager or the Fund liable for the obligations of any Soliciting
Dealer. The Dealer Manager will be under no liability to make any payment to any
Soliciting Dealer, and will be subject to no other liabilities to any Soliciting
Dealer, and no obligations of any sort will be implied.

     In order for a Soliciting Dealer to receive Soliciting Fees, the Dealer
Manager must have received from that Soliciting Dealer no later than 5:00 p.m.,
New York time, on the Expiration Date, a properly completed and duly executed
Soliciting Dealer Agreement (or a facsimile thereof); and the insertion of the
Soliciting Dealer's name has been made on the Subscription Certificate in the
place so provided or The Depository Trust Company has reported the subscription
of shares by the Soliciting Dealer. Any compensation not payable to a Soliciting
Dealer for failure to meet the requirements of this paragraph will be payable to
the Dealer Manager.

     All questions as to the form, validity and eligibility (including time of
receipt) of the Soliciting Dealer Agreement will be determined by the Fund, in
its sole discretion, which

                                        2
<Page>

determination will be final and binding. Unless waived, any irregularities in
connection with a Soliciting Dealer Agreement or delivery of a Soliciting Dealer
Agreement must be cured within that time as the Fund will determine. The Fund,
the Dealer Manager, The Altman Group, Inc., as the Information Agent, or the
Subscription Agent for the Offer, or any other person will not be under any duty
to give notification of any defects or irregularities in any Soliciting Dealer
Agreement nor incur any liability for failure to give that notification.

     The acceptance of Soliciting Fees from the Fund by a Soliciting Dealer will
constitute a representation by that Soliciting Dealer to the Fund that: (i) it
has received and reviewed the Prospectus; (ii) in soliciting purchases of Shares
pursuant to the exercise of the Rights, it has complied with the applicable
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), the applicable rules and regulations thereunder, any applicable
securities laws of any state or jurisdiction where such solicitations may
lawfully be made, and the applicable rules and regulations of any
self-regulatory organization or registered national securities exchange; (iii)
in soliciting purchases of shares pursuant to the exercise of the Rights, it has
not published, circulated or used any soliciting materials other than the
Prospectus and any other authorized solicitation material furnished by the Fund
through the Dealer Manager; (iv) it has not purported to act as agent of the
Fund or the Dealer Manager in any connection or transaction relating to the
Offer; (v) the information contained in this Soliciting Dealer Agreement with
respect to such Soliciting Dealer is, to its best knowledge, true and complete;
(vi) it is not affiliated with the Fund (except in the case of the Dealer
Manager who is an affiliate of the Fund); (vii) it will not remit, directly or
indirectly, any part of Soliciting Fees paid by the Fund pursuant to the terms
of this Soliciting Dealer Agreement to any beneficial owner of Shares purchased
pursuant to the Offer; and (viii) it has agreed to the amount of the Soliciting
Fees and the terms and conditions set forth in this Soliciting Dealer Agreement
with respect to receiving those Soliciting Fees. By returning a Soliciting
Dealer Agreement and accepting Soliciting Fees, a Soliciting Dealer will be
deemed to have agreed to indemnify the Fund against losses, claims, damages and
liabilities to which the Fund may become subject as a result of the breach of
that Soliciting Dealer's representations made in this Soliciting Dealer
Agreement and described above. In making the foregoing representations,
Soliciting Dealers are reminded that the Offer may be deemed to involve a
distribution of the Fund's Common Stock for purposes of Regulation M.

     Soliciting Fees due to eligible Soliciting Dealers will be paid by the Fund
(through the Subscription Agent) as soon as practicable after the Expiration
Date of the Offer. Upon expiration of the Offer, no Soliciting Fees will be
payable to Soliciting Dealers with respect to Shares purchased thereafter.

     Under the dealer manager agreement, dated December [  ], 2003 (the "Dealer
Manager Agreement"), each of the Fund, Daiwa SB Investments (USA) Ltd., the
investment manager of the Fund, and Daiwa SB Investments Ltd., the investment
adviser of the Fund, agree to indemnify and hold harmless the Dealer Manager,
each Soliciting Dealer and each person, if any, controlling either the Dealer
Manager or any Soliciting Dealer within the meaning of Section 15 of the
Securities Act of 1933, as amended, against certain liabilities as provided in
Article VIII of the Dealer Manager Agreement.

     This Soliciting Dealer Agreement may be signed in two or more counterparts,
each of which will be an original; with the same effect as if the signatures
were upon the same instrument.

     This Soliciting Dealer Agreement will be governed by the internal laws of
the State of New York.

                                        3
<Page>

     Please execute this Soliciting Dealer Agreement below, accepting the terms
and conditions set forth in this Soliciting Dealer Agreement and confirming that
you are a member firm of a registered national securities exchange or of the
NASD or a foreign broker or dealer not eligible for membership who has conformed
to the Conduct Rules of the NASD in making solicitations of the type being
undertaken pursuant to the Offer in the United States to the same extent as if
you were a member of the NASD, and certifying that you have solicited the
purchase of the Shares pursuant to exercise of the Rights, all as described
above, in accordance with the terms and conditions set forth in this Soliciting
Dealer Agreement.

                                          Very truly yours,

                                          THE JAPAN EQUITY FUND, INC.



                                          --------------------------------------
                                          By:
                                          Title:


ACCEPTED AND CONFIRMED (To be Completed by Soliciting Dealer)


---------------------------------             ----------------------------------
Printed Firm Name                             Address


---------------------------------             ----------------------------------
Authorized Signature


---------------------------------             ----------------------------------
Printed Name of Signatory


---------------------------------             ----------------------------------
Title                                         Area Code and Telephone Number


Date:
      ---------------------------


---------------------------------
DTC Participant Number

                                        4
<Page>

             ALL SOLICITING DEALER AGREEMENTS SHOULD BE RETURNED TO
             DAIWA SECURITIES AMERICA INC. BY FACSIMILE (TELECOPIER)
                AT (212) 612-7120. FACSIMILE TRANSACTIONS MAY BE
                       CONFIRMED BY CALLING (212) 612-6313
                WITH THE ORIGINAL TO BE SENT PROMPTLY THEREAFTER
                 BY FIRST CLASS MAIL, EXPRESS MAIL OR OVERNIGHT
                               COURIER OR HAND TO:


William Cook
Daiwa Securities America Inc.
Financial Square
32 Old Slip, 12th Floor
New York, New York 10005


              ALL QUESTIONS CONCERNING SOLICITING DEALER AGREEMENTS
                              SHOULD BE DIRECTED TO
                                THE ALTMAN GROUP,
                           TOLL FREE AT (800) 467-0835
                         EMAIL: WANTLER@ALTMANGROUP.COM

                                        5

</TEXT>
</DOCUMENT>
