<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 SINGAPORE FUND, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
THE SINGAPORE 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 SINGAPORE 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 Singapore Fund, Inc. (the "Fund")
will be held at 9:30 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 one Class I director,
and two Class II 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 recommends that the stockholders vote in favor of each of the
foregoing matters.
Respectfully,
(Signature to come)
James McCarthy
PRESIDENT
STOCKHOLDERS ARE URGED TO SIGN AND MAIL THE ACCOMPANYING PROXY IN THE ENCLOSED
RETURN ENVELOPE TO INSURE A QUORUM AT THE MEETING.
<PAGE>
THE SINGAPORE FUND, INC.
----------
NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
JUNE 6, 1996
------------------------
To the Stockholders of
The Singapore Fund, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of The
Singapore 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 9:30 A.M., New York time, for the
following purposes:
1. To elect one Class I director to serve for a term expiring on the date on
which the Annual Meeting of Stockholders is held in 1998 and two Class II
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. 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>
THE SINGAPORE 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 SINGAPORE 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 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 , 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 Singapore 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 SINGAPORE 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
9,184,963 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.
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
<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>
David G. Harmer James McCarthy
Alfred C. Morley
</TABLE>
to serve for terms expiring on the dates of subsequent Annual Meetings of
Stockholders as follows -- Class I in 1998 and Class II 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.
At their March 7, 1996 meeting, the Board of Directors elected Mr. David G.
Harmer to fill the vacancy created by the death of Mr. K.S. Wu in December 1995.
Mr. Wu had served as a Class I director and Mr. Harmer is therefore standing for
election as a Class I director. Although the term of the Fund's Class I
directors does not expire until the date on which the Annual Meeting of
Stockholders is held in 1998, Maryland law and the Fund's By-laws require a
director, regardless of Class, 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 each 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
NAME (AGE) AND ADDRESS DIRECTORSHIPS IN DIRECTOR FEBRUARY 29, PERCENT OF
OF NOMINEES PUBLICLY HELD COMPANIES SINCE 1996(+) CLASS
- ---------------------------------------------- ----------------------------------------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
* James McCarthy (43) President of the Fund; Director and Chief 1994 None --
24 Raffles Place #10-00 Investment Officer, DBS Asset Management
Clifford Centre (United States) Pte. Ltd., since 1994;
Singapore 0104 General Manager, DBS Asset Management
Ltd., since 1994; Executive Director,
Pierson Asia Singapore, from 1988 to
1992; Director, Halim Capital Management
Sdn Bhd, Malaysia, from 1992 to 1994.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
PRESENT OFFICE WITH THE FUND, IF ANY,
PRINCIPAL OCCUPATION SHARES
OR EMPLOYMENT DURING PAST BENEFICIALLY
FIVE YEARS AND OWNED
NAME (AGE) AND ADDRESS DIRECTORSHIPS IN DIRECTOR FEBRUARY 29, PERCENT OF
OF NOMINEES PUBLICLY HELD COMPANIES SINCE 1996(+) CLASS
- ---------------------------------------------- ----------------------------------------- ----------- ------------ ------------
Alfred C. Morley (69) Financial Consultant, since 1991; Senior 1990 4,102 **
119 Falcon Drive Director, Old Dominion Capital
Charlottesville, VA 22901 Management, since 1991; Senior Adviser,
from 1990 to 1991 and President and Chief
Executive Officer, 1990, Association for
Investment Management and Research;
Senior Adviser, since 1990 and President
and Chief Executive Officer, from 1986 to
1990, Financial Analysts Federation;
Senior Adviser, since 1990 and President
and Chief Executive Officer, from 1984 to
1990, Institute of Chartered Financial
Analysts; Director, The Thai Capital
Fund, Inc., since 1990.
<S> <C> <C> <C> <C> <C>
David G. Harmer (52) Vice President and Chief Financial 1996 None --
1 Oxford Centre Officer of Armco Inc. since April 1993;
301 Grant Street Vice President and Corporate Controller
Pittsburgh, PA 15219-1415 of FMC Corporation from 1987 to 1993.
</TABLE>
OTHER CURRENT DIRECTORS
<TABLE>
<S> <C> <C> <C> <C> <C>
* Shuichi Komori (52) Chairman, since 1994, The Taiwan 1995 None --
Financial Square Equity Fund, Inc.; Chairman, since
32 Old Slip, 14th Floor 1994, The Thai Capital Fund, Inc.;
New York, NY 10005 Chairman and Chief Executive Officer,
Daiwa Securities America Inc., since
1994; Director, Daiwa Securities Co.
Ltd., from 1991 to 1994; General
Manager, Daiwa Securities Co. Ltd.,
from 1989 to 1991.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
PRESENT OFFICE WITH THE FUND, IF ANY,
PRINCIPAL OCCUPATION SHARES
OR EMPLOYMENT DURING PAST BENEFICIALLY
FIVE YEARS AND OWNED
NAME (AGE) AND ADDRESS DIRECTORSHIPS IN DIRECTOR FEBRUARY 29, PERCENT OF
OF DIRECTORS PUBLICLY HELD COMPANIES SINCE 1996(+) CLASS
- ---------------------------------------------- ----------------------------------------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Frederick W. Zuckerman (61) Private Investor and Financial 1990 None --
605 Park Avenue Consultant; Vice President and Treasurer,
Apartment 20-A IBM Corp., from 1993 to 1995; Senior Vice
New York, NY 10021 President and Treasurer, RJR Nabisco,
Inc., from 1991 to 1993; Financial
Consultant, from 1990 to 1991; Director,
Olympic Financial, Ltd., since 1995;
Director, Northeast Savings Bank, from
1989 to 1995; 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,
The Japan Equity Fund, Inc., 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 and nominees 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. McCarthy is deemed an interested person because
of his affiliation with DBS Asset Management (United States) Pte. Ltd., the
Fund's investment manager, or because he is an officer of the Fund, or both.
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 (Singapore) Limited, or
because he is an officer 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 three special
meetings during the fiscal year ended October 31, 1995. Each incumbent director
attended at least seventy-five percent of the aggregate number of meetings of
the Board of Directors and any committee on which he served held during the
period for which he was a director.
4
<PAGE>
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. Zuckerman, Morley and Harmer. 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.
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. McCarthy (age 43) has been President of the Fund since August 1994 (see
information provided above).
Daniel F. Barry (age 49), Vice President of the Fund since June 1992, was
also Treasurer of the Fund from September 1991 to September 1994 and has been
Senior Vice President of Daiwa Securities Trust Company ("DST"), the Fund's
Administrator, 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 1990, 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 1990 to September 1994, has been a
Vice President of DST since December 1992 and Assistant Vice President of DST
from November 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
1990, 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 DBS Asset
Management (United States) Pte. Ltd. (the "Investment Manager") or Daiwa
International Capital Management (Singapore) Limited (the "Investment Adviser")
was U.S. $34,350 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 and custodian fees.
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
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 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>
Shuichi Komori+ $ 0 None $ 0
James McCarthy+ 0 None 0
Alfred C. Morley* 11,450 None 20,650
Frederick W. Zuckerman* 11,450 None 21,400
K.S. Wu* 11,450 None 21,400
</TABLE>
- ------------------------
* Also serves as a director of one other investment company for which an
affiliate of Daiwa International Capital Management (Singapore) Limited, the
Fund's investment adviser, serves as investment manager or investment
adviser.
+ Mr. McCarthy, who is affiliated with the Investment Manager, and Mr. Komori,
who is affiliated with the Investment Adviser, are, therefore, "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 6, 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), will consider selecting 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 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.
(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 to permit the Fund to engage in 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)
6
<PAGE>
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 these 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
interest 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 may not ...
(5) make loans, except through repurchase agreements and the
purchasing of debt securities."
The text of the proposed amendment is as follows:
"The Fund may not ...
(5) make loans, except through repurchase agreements, the purchasing
of debt securities AND THE LENDING OF PORTFOLIO SECURITIES."
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 abstentions and broker non-votes will have
the effect of a vote to disapprove the proposed amendent. 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. $3,250, 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 by telegraph will be borne by the
Fund. The Fund will reimburse banks, brokers, and other persons
7
<PAGE>
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>
THE SINGAPORE 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 6, 1996
The undersigned stockholder of The Singapore 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 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, 2 and 3 as 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.
PLEASE VOTE, DATE AND SIGN ON OTHER SIDE AND
RETURN PROMPTLY IN ENCLOSED ENVELOPE.
Please sign this proxy exactly as your name appears 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, this signature should be that of an
authorized officer who should state his or her title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
__________________________________ ________________________________________
__________________________________ ________________________________________
__________________________________ ________________________________________
<PAGE>
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
THE SINGAPORE FUND, INC.
1) Election of one Class I director to serve for a term expiring on the date
on which the Annual Meeting of Shareholders is held in 1998 and two Class II
directors to serve for a term expiring on the date on which the Annual
Meeting of Stockholders is held in 1999.
CLASS I CLASS II
------- --------
David G. Harmer James McCarthy
Alfred C. Morley
If you do not wish your shares voted "For" a particular nominee, mark the
"For All Except" box and strike a line through the nominee(s) name. Your
shares will be voted for the remaining nominee(s).
For / / Withhold / / For All Except / /
2) The ratification of the selection of Price Waterhouse LLP as independent
accountants of the Fund for its fiscal year ending October 31, 1996.
For / / Against / / Abstain / /
3) The approval of an amendment to the Fund's investment restrictions to permit
the Fund to lend portfolio securities.
For / / Against / / Abstain / /
4) In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.
Be sure to sign and date this Proxy. Date ________________
__________________________________ _________________________________
Shareholder sign here Co-owner sign here
Mark box at right if comments or address change have been noted on the reverse
side of this card. / /
RECORD DATE SHARES:
