<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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 SINGAPORE 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 SINGAPORE FUND, INC.
C/O DAIWA SECURITIES TRUST COMPANY
ONE EVERTRUST PLAZA
JERSEY CITY, NEW JERSEY 07302
(800) 426-5523
August 9, 1999
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, September 16, 1999 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 III
director and two Class II directors; (ii) consider the ratification of the
selection of PricewaterhouseCoopers LLP as independent accountants; and (iii)
consider the approval of an International Investment Advisory Agreement between
the Fund and Daiwa SB Investments (Singapore) Ltd. 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/ Masayasu Ohi
Masayasu Ohi
CHAIRMAN OF THE BOARD
STOCKHOLDERS ARE STRONGLY URGED TO PROMPTLY SIGN AND MAIL THE ACCOMPANYING PROXY
IN THE ENCLOSED RETURN ENVELOPE TO ENSURE A QUORUM AT THE MEETING.
YOUR VOTE IS IMPORTANT.
<PAGE>
THE SINGAPORE FUND, INC.
----------
NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 16, 1999
------------------------
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, September 16, 1999, at 9:30 A.M., New York time,
for the following purposes:
1. To elect two Class II directors to serve for a term expiring on the date
on which the Annual Meeting of Stockholders is held in the year 2002 and
one Class III director to serve for a term expiring on the date on which
the Annual Meeting of Stockholders is held in the year 2000.
2. To ratify or reject the selection of PricewaterhouseCoopers LLP as
independent accountants of the Fund for its fiscal year ending October
31, 1999.
3. To approve or reject a new International Investment Advisory Agreement
between the Fund and Daiwa SB Investments (Singapore) Ltd., as investment
adviser of the Fund.
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 July 16, 1999 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,
Daniel F. Barry
SECRETARY
August 9, 1999
<PAGE>
THE SINGAPORE FUND, INC.
----------
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, September 16, 1999, 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 August 9, 1999. 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, 1998 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)
426-5523 OR (781) 575-2000.
The Board of Directors has fixed the close of business on July 16, 1999 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
9,200,840 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
July 16, 1999.
Management of the Fund knows of no business other than that mentioned in
Items 1 through 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 THROUGH 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 II CLASS III
- ---------------------------- ----------------------------
<S> <C>
Alfred C. Morley Masayasu Ohi
Ronnie Teo Heng Hock
</TABLE>
to serve for a term expiring on the date upon which the Annual Meeting of
Stockholders is held as follows: Class II in the year 2002 and Class III in the
year 2000, 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 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 its September 3, 1998 meeting, the Board of Directors elected Mr.
Masayasu Ohi to fill the vacancy created by the resignation of Mr. Shuichi
Komori, whose resignation was effective as of September 1998. Mr. Komori had
served as a Class III director, and Mr. Ohi is therefore standing for election
as a Class III, director. Although the term of the Fund's Class III directors
does not expire until the date on which the Annual Meeting of Stockholders is
held in the year 2000, 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.
2
<PAGE>
INFORMATION CONCERNING NOMINEE 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.
<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 JULY 16, OF
OF NOMINEES/DIRECTORS PUBLICLY HELD COMPANIES SINCE 1999(+) CLASS
- -------------------------------- -------------------------------------------------- -------- ----------------- -------
<S> <C> <C> <C> <C> <C>
NOMINEES
* Masayasu Ohi (51) Chairman of the Board of the Fund, since 1998; 1998 None --
Financial Square Chairman, since 1998, The Taiwan Equity Fund,
32 Old Slip, 14th Floor Inc.; Chairman, since 1998, The Thai Capital Fund,
New York, NY 10005 Inc.; Chairman and Chief Executive Officer, Daiwa
Securities America Inc., since 1998; Executive
Officer, Daiwa Securities Group Inc., since 1999;
Director, Daiwa Securities Co. Ltd., from 1998 to
1999; Joint Chief Executive of Daiwa Europe
Limited, from 1997 to 1998; President of Daiwa
Europe Limited, London, from 1994 to 1997.
Alfred C. Morley (72) Financial Consultant, since 1991; Senior Director, 1990 5,103 **
119 Falcon Drive Old Dominion Capital Management, since 1991;
Charlottesville, VA 22901 Senior Adviser, since 1990, Financial Analysts
Federation; Senior Adviser, from 1990 to 1998,
Institute of Chartered Financial Analysts;
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 JULY 16, OF
OF NOMINEES/DIRECTORS PUBLICLY HELD COMPANIES SINCE 1999(+) CLASS
- -------------------------------- -------------------------------------------------- -------- ----------------- -------
<S> <C> <C> <C> <C> <C>
* Ronnie Teo Heng President of the Fund, since 1997; Managing 1997 None --
Hock (50) Director, DBS Asset Management Ltd., since March
24 Raffles Place 1999; Executive Director, DBS Asset Management
#10-00, Clifford Centre Ltd., from July 1996 to March 1999; General
Singapore 048621 Manager, DBS Finance Ltd., from June 1994 to June
1996; Director, Finad Services Pte. Ltd., from
1992 to May 1994.
OTHER CURRENT DIRECTORS
- ---------------------
David G. Harmer (55) President, Jetway Systems, a division of FMC 1996 1,000 **
1805 West - 2550 South Corporation, since January 1997; Vice President
Ogden, UT 84401 and Chief Financial Officer, Armco Inc., from
April 1993 to December 1996; Vice President and
Corporate Controller, FMC Corporation, from 1987
to 1993; Director, The Japan Equity Fund, Inc.,
since 1997.
Oren G. Shaffer (56) Executive Vice President and Chief Financial 1997 None --
30 S. Wacker Drive, Officer of Ameritech Corporation, since 1994;
38th Floor President and Director of Virgocap Inc., from 1992
Chicago, IL 60606 to 1994; Executive Vice President, Chief Financial
Officer and Director, The Goodyear Tire and Rubber
Company, from 1984 to 1992: Director, Sunshine
Mining since 1992; Director, Hygenic Corporation
since 1993; Director, The Taiwan Equity Fund,
Inc., since 1994.
</TABLE>
- ------------------------
+ The information as to beneficial ownership is based on statements furnished
to the Fund by the nominees and directors.
4
<PAGE>
* 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, DBS Asset Management (United States) Pte. Ltd. (the "Investment
Manager") or the Fund's investment adviser, Daiwa SB Investments (Singapore)
Ltd. (the "Investment Adviser"). Mr. Teo is deemed an interested person
because of his affiliation with the Investment Manager, or because he is an
officer of the Fund, or both. Mr. Ohi is deemed an interested person because
of his affiliation with Daiwa Securities America Inc., an affiliate of the
Investment Adviser, or because he is an officer of the Fund, or both.
** Represented less than 1% of the outstanding shares at July 16, 1999.
The Fund's Board of Directors held four regular meetings during the fiscal
year ended October 31, 1998. Mr. Teo 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. Shaffer, Harmer and Morley. The Audit Committee met twice
during the fiscal year ended October 31, 1998. All of the incumbent 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. Ohi (age 51) has been Chairman of the Board of the Fund since September
1998 (see information provided above).
Mr. Teo (age 50) has been President of the Fund since September 1997 (see
information provided above).
Daniel F. Barry (age 52) has been Vice President of the Fund since June 1992
and Secretary of the Fund since March 1999, was also Treasurer of the Fund from
September 1991 to September 1994 and has been Director and Senior Vice President
of Daiwa Securities Trust Company ("DSTC"), the Fund's Administrator and
Custodian, since December 1998 and June 1993, respectively. From June 1990 to
June 1993, he was Vice President, Mutual Fund Administration of DSTC.
Sean J. Peters (age 38) has been Treasurer of the Fund since June 1998; Vice
President of DSTC since June 1998; Assistant Controller of Reserve Management
Corporation from 1994 to 1998; Assistant Vice President of Bankers Trust Company
from 1992 to 1994.
John A. Koopman (age 29) has been Assistant Treasurer of the Fund since June
1998; Assistant Vice President of DSTC since June 1998; Assistant Treasurer of
Chase Manhattan Bank NA from 1992 to 1998.
5
<PAGE>
Judy Runrun Tu (age 34) has been Assistant Secretary of the Fund since March
1999; Assistant Vice President of DSTC since March 1998; Financial Analyst of
Canon USA from 1997 to 1998; Marketing Coordinator of TotalTel USA from 1995 to
1997; Assistant Controller of Daniel Caron Ltd. from 1990 to 1995.
Laurence E. Cranch (age 52) has been Assistant Secretary of the Fund since
July 1990 and 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. $26,250 during the fiscal
year ended October 31, 1998. 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 administration and custodian
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, 1998, 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>
PENSION OR TOTAL
RETIREMENT COMPENSATION FROM
AGGREGATE BENEFITS ACCRUED FUND AND FUND
COMPENSATION AS PART OF COMPLEX PAID TO
NAME OF DIRECTOR FROM FUND FUND EXPENSES DIRECTORS
- ------------------------- ------------ ---------------- -----------------
<S> <C> <C> <C>
Masayasu Ohi+* $ 0 None $ 0
Shuichi Komori+* 0 None 0
Ronnie Teo Heng Hock+ 0 None 0
David G Harmer* 9,200 None 17,050
Alfred C. Morley* 9,200 None 17,658
Oren G. Shaffer* 7,850 None 17,050
</TABLE>
- ------------------------
+ Mr. Ohi and his predecessor, Mr. Komori, who are both affiliated with the
Investment Adviser, and Mr. Teo, who is affiliated with the Investment
Manager, are considered "interested persons" of the Fund and did not receive
any fee compensation from the Fund for their services as directors. Mr. Ohi
was elected to the Board of Directors in September 1998 to replace Mr.
Komori, who resigned.
* Also serves or served as a director of other investment companies for which
an affiliate of the Investment Adviser serves as investment manager or
investment adviser.
6
<PAGE>
(2) RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS
At a meeting held on March 4, 1999, 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 PricewaterhouseCoopers LLP to act as
independent accountants for the Fund for the fiscal year ending October 31,
1999, subject to stockholder approval. The Fund knows of no direct financial
interest or material indirect financial interest of that firm in the Fund. One
or more representatives of PricewaterhouseCoopers 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 A NEW ADVISORY AGREEMENT
THE ADVISER
Daiwa SB Investments (Singapore) Ltd. (formerly, Daiwa International Capital
Management (Singapore) Limited) (the "Adviser"), acts as the Fund's investment
adviser. It is a corporation organized under the laws of the Republic of
Singapore on April 15, 1985. The Adviser provides professional asset management
services, such as global bond, equity and cash management under clients'
guidelines, to institutional investors worldwide including government funds,
pension funds, corporation and trust funds. The Adviser is registered under the
U.S. Investment Advisers Act of 1940, as amended.
The Adviser is a direct subsidiary of Daiwa SB Investments, Ltd. (formerly,
Daiwa International Capital Management Co., Ltd.) ("DSBI"), which maintains sole
ownership of investment advisory subsidiaries in the United States, London, Hong
Kong and Singapore to provide investment advisory services to a global
clientele. DSBI is a leading investment management organization in Japan,
managing net assets of US $29 billion worldwide, as of April 1999. DSBI's
clients include European, Asian and North American pension funds, mutual funds
and financial institutions.
The address of the Adviser is 152 Beach Road, #06-01/02 The Gateway East,
Singapore 189721. The principal address of Daiwa SB Investments Ltd. is 7-9
Nihoubashi, 2-chome, Chuo-ku, Tokyo 1030027, Japan.
Certain information regarding the directors and the principal executive
officers of the Adviser is set forth below:
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
AND POSITION WITH THE
NAME AND ADDRESS ADVISER
- ------------------------- ---------------------------
<S> <C>
Tadashi Sato* Managing Director
Cher Hung Jin* Director and Chief
Investment Officer
</TABLE>
- ------------------------
* Business Address: 152 Beach Road, #06-01/02 The Gateway East, Singapore
189721
7
<PAGE>
THE MERGER
On April 1, 1999, Daiwa International Capital Management Co., Ltd. merged
with two investment management subsidiaries of The Sumitomo Bank, Limited (the
"Sumitomo Bank"), SB Investment Management Co., Ltd. and SBIM Investment Trust
Management Co., Ltd. (the "Merger"). The surviving corporation is named Daiwa SB
Investments Ltd. and is the direct parent company of the Adviser owning 100% of
its outstanding capital stock.
As of August 2, 1999, Daiwa Securities Group Inc., Sumitomo Bank and TRPH
Corporation each held 44.0%, 30.4% and 10.0% of the outstanding stock of Daiwa
SB Investments Ltd., respectively. TRPH Corporation is a wholly owned subsidiary
of T. Rowe Price Associates, Inc. The principal address of Sumitomo Bank is
4-6-5 Kitahama, Chuo-ku, Osaka, Japan 541-0041. The principal address of Daiwa
Securities Group Inc. is 6-4, Otemachi 2-chome, Chiyoda-ku, Japan, 100-8101. The
principal address of TRPH Corporation and T. Rowe Price Associates, Inc. is 100
East Pratt Street, Baltimore, Maryland 21202.
In connection with the Merger, Sumitomo Bank and Daiwa Securities Group Inc.
have become holders of a controlling block of securities (25% or more) in Daiwa
SB Investments Ltd. thereby possibly resulting in the assignment of the
Investment Advisory Agreement, dated July 23, 1990, between the Fund and the
Adviser (the "Original Advisory Agreement") for purposes of Section 15 (a)(4) of
the U.S. Investment Company Act of 1940 (the "1940 Act"). Pursuant to the
requirements of Section 15(a)(4) of the 1940 Act, the Original Advisory
Agreement automatically terminates upon its assignment.
The Adviser does not anticipate any reduction in the quality of services now
provided to the investment manager, and the Adviser and does not expect that the
Merger will result in any material changes in the business of the Adviser or in
the manner in which the Adviser renders services to the Fund. In addition, the
Adviser does not anticipate that the Merger or any ancillary transactions will
have any adverse effect on its ability to fulfill its obligations under the New
Advisory Agreement (as defined below) with the Fund or to operate its business
in a manner consistent with past business practice.
THE ADVISORY AGREEMENT
As a result of the possible termination of the Original Advisory Agreement,
a majority of the Directors of the Fund who are not officers of the Fund or
affiliated with the Adviser or the Manager (the "Disinterested Directors"),
voting in person, approved a new international investment advisory agreement
(the "New Advisory Agreement") between the Fund and the Adviser. The New
Advisory Agreement is substantially the same as the Original Advisory Agreement,
except for the date of execution and provisions that the Adviser will not be
entitled to receive fees for services or reimbursements for expenses unless and
until the payment of fees and expenses are approved by the stockholders of the
Fund. The holders of a majority of the outstanding voting securities (within the
meaning of the 1940 Act) of the Fund are being asked to approve the New Advisory
Agreement (See "The New Advisory Agreement" below), including the payment of
fees and expenses of the Adviser from April 1, 1999 to the date the New Advisory
Agreement is approved by the Fund's stockholders.
The following is a summary of the original Advisory Agreement and the New
Advisory Agreement. The description of the New Advisory Agreement is qualified
by reference to Annex A.
8
<PAGE>
THE ORIGINAL ADVISORY AGREEMENT
The original Investment Advisory Agreement, dated as of July 23, 1990, was
last submitted to a vote by the Fund's stockholders at the June 9, 1994 Annual
Meeting of Stockholders to approve the continuance of the International
Investment Advisory Agreement.
Under the terms of the Original Advisory Agreement, the Adviser was required
to advise the Manager on macro-economic issues as they related to investment
decisions involving the Fund's portfolio, to prepare and make available research
and statistical data and to provide general and specific advice to the Manager
regarding the Fund's investments. The Manager, however, made the ultimate
investment decisions. In addition, the Adviser assisted the Fund in the
management and book and record keeping requirements under the 1940 Act to the
extent that such books and records were not maintained or furnished by the
administrator, custodians or other agents of the Fund. The Adviser advised the
Fund regarding services provided by the Fund's administrator, custodians,
transfer agent or dividend disbursing agent, independent auditors, legal counsel
and other persons providing services to the Fund.
The Adviser or one of its affiliates was responsible for the compensation
and expenses of those of the Fund's directors, officers and employees who were
directors, officers or employees of the Adviser or any of its affiliated
persons, except that the Fund bore travel expenses (or an appropriate fraction
thereof) of officers and directors of the Fund who are directors, officers or
employees of the Adviser to the extent such expenses related to attendance at
meetings of the Fund's Board of Directors or any committee thereof.
The Original Advisory Agreement provided that the Adviser was not liable for
any error of judgment or mistake of law, or for any loss suffered by the Fund in
connection with matters to which the Original Advisory Agreement related, except
for loss resulting from willful misfeasance, bad faith or gross negligence on
the part of the Adviser in the performance of its obligations and duties or by
reason of its reckless disregard of its obligations and duties under the
Original Advisory Agreement.
Under the Original Advisory Agreement, the Adviser received a monthly
advisory fee, which was payable in Singapore Dollars, at an annual rate equal to
0.40% of the Fund's average weekly net assets up to U.S. $50 million and at an
annual rate of 0.34% of the Fund's average weekly net assets in excess of U.S.
$50 million. In addition, as permitted by the Original Advisory Agreement, the
Fund had the option to reimburse the Adviser for its out-of-pocket expenses
related to the Fund. For the year ended October 31, 1998, the Fund paid
investment advisory fees and reimbursed expenses to the Adviser totaling U.S.
$240,555.
Daiwa Securities Trust Company ("DSTC"), an affiliate of the Adviser, acts
as Custodian and Administrator to the Fund. For its services as Custodian and
Administrator, DSTC received from the Fund fees and expenses of U.S. $14,845 and
U.S. $150,000, respectively, for the fiscal year ended October 31, 1998.
Brokerage commissions of $304,600 were paid by the Fund during the fiscal year
ended October 31, 1998, to Daiwa Securities (Singapore), Ltd. an affiliate of
the Adviser, in connection with portfolio transactions. DTSC will continue to
act as Custodian and Administrator of the Fund after the approval of the New
Advisory Agreement by the Fund's stockholders.
The Original Advisory Agreement had a provision for termination without
penalty at any time by the Fund or by the Adviser upon 60 days' written notice.
THE NEW ADVISORY AGREEMENT
The Board of Directors of the Fund (the "Board"), including the
Disinterested Directors, approved the New Advisory Agreement on March 4, 1999
(the form of which is attached as Annex A), and
9
<PAGE>
recommended the New Advisory Agreement for approval by the stockholders of the
Fund. The New Advisory Agreement is substantially the same as the Original
Advisory Agreement. The New Advisory Agreement took effect on April 1, 1999
subject to stockholder approval. The New Advisory Agreement will continue in
effect for an initial two-year term and thereafter for successive annual periods
as long as such continuance is approved in accordance with the 1940 Act.
The investment advisory fee as a percentage of net assets payable by the
Fund to the Adviser will be the same under the New Advisory Agreement as under
the Original Advisory Agreement.
In evaluating the New Advisory Agreement, the Board took into account that
the Fund's Original Advisory Agreement and the New Advisory Agreement, including
that their terms relating to the services to be provided thereunder by the
Adviser and the fees and expenses payable by the Fund, are identical, except for
the date of execution and the provision relating to the payment of fees and
expenses as described above.
The Board also examined the terms of the Merger and the possible effects of
the Merger upon the Adviser's organization and upon the ability of the Adviser
to provide advisory services to the Fund. The Board also considered the skills
and capabilities of the Adviser.
The Board also weighed the effect on the Fund of the Adviser's becoming an
affiliated person of Sumitomo Bank. Following the Merger, the 1940 Act will
prohibit or impose certain conditions on the ability of the Fund to engage in
certain transactions with Sumitomo Bank and its affiliates.
After consideration of the above factors and such other factors and
information that the Board deemed relevant, the Directors, and the Disinterested
Directors voting separately, unanimously approved the New Advisory Agreement and
voted to recommend its approval to the stockholders of the Fund.
In the event that stockholders of the Fund do not approve the New Advisory
Agreement, the Board will take such action as it deems in the best interest of
the Fund and its stockholders, which may include proposing that stockholders
approve an agreement in lieu of the New Advisory Agreement.
STOCKHOLDER APPROVAL
To become effective, the New Advisory Agreement must be approved by vote of
a majority of the outstanding voting securities of the Fund. The "vote of a
majority of the outstanding voting securities" is defined under the 1940 Act as
the lesser of the vote of (i) 67% or more of the shares of the Fund entitled to
vote thereon present at the Meeting if the holders of more than 50% of such
outstanding shares of the Fund are present in person or represented by proxy, or
(ii) more than 50% of such outstanding shares of the Fund entitled to vote
thereon. The New Advisory Agreement was approved by the Board after
consideration of all factors which they determined to be relevant to their
deliberations, including those discussed above. The Board also determined to
submit the New Advisory Agreement for consideration by the stockholders of the
Fund.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" APPROVAL
OF THE NEW ADVISORY AGREEMENT INCLUDING THE PAYMENT OF FEES AND EXPENSES OF THE
ADVISER FROM APRIL 1, 1999 TO THE DATE THE NEW ADVISORY AGREEMENT IS APPROVED BY
THE FUND'S STOCKHOLDERS.
10
<PAGE>
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 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 September 16, 1999, 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 year 2000 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, 1999.
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,
Daniel F. Barry
SECRETARY
One Evertrust Plaza
Jersey City, New Jersey 07302
August 9, 1999
11
<PAGE>
ANNEX A
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of April 1st, 1999, by and between THE SINGAPORE FUND,
INC., a Maryland corporation (the "Fund"), and DAIWA SB INVESTMENTS (SINGAPORE)
LTD., a corporation organized under the laws of the Republic of Singapore (the
"Adviser").
WHEREAS, the Fund is a closed-end, non-diversified management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"), shares of the common stock of which are registered under the
Securities Act of 1933, as amended; and
WHEREAS, the Fund's investment objective is long-term capital appreciation
which it seeks through investment primarily in Singapore equity securities; and
WHEREAS, DBS Asset Management (United States) Pte. Ltd., a corporation
organized under the laws of the Republic of Singapore (the "Manager"), will
render investment advisory and management services to the Fund pursuant to the
Investment Management Agreement, dated July 23rd, 1990 (the "Management
Agreement"); and
WHEREAS, the Fund desires to retain the Adviser to render investment
advisory services to the Manager with respect to the Fund, and the Adviser is
willing to render such services.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, it is hereby agreed by and between the parties hereto as follows:
1. APPOINTMENT OF INVESTMENT ADVISER: (a) The Fund hereby employs the
Adviser for the period and on the terms and conditions set forth herein, subject
at all items to the supervision of the Board of Directors of the Fund, to:
(i) Furnish the Manager with factual information, research reports and
investment recommendations on macro-economic issues as they relate to the
Fund's portfolio. The foregoing information shall include written and oral
reports and analyses and statistical information on market trends and
reports and advice concerning specific industries, companies and securities,
including advice as to securities to be purchased or sold by the Fund;
(ii) Assist the Fund in the management and conduct of its business. In
this connection, the Adviser agrees to (A) maintain or cause to be
maintained or the Fund all books and records required under the 1940 Act to
the extent that such books and records are not maintained or furnished by
the administrator, custodians or other agents of the Fund, (B) provide to
the Fund's administrator, on a timely basis, such information as may be
necessary or appropriate for the performance by the administrator of its
duties, and (C) provide such other administrative services relating to the
operation of the Fund, as the Fund may reasonably request;
(iii) Advise the Fund as to the extent to which the Fund's assets should
be invested and when such investments should be made and advise the Fund as
to the extent to which distributions should be made and when such
distributions should be made;
12
<PAGE>
(iv) Advise the Fund regarding services provided by the Fund's
administrator, custodians, registrar, transfer agent and dividend disbursing
agent, any administrator for its dividend and cash reinvestment plan,
independent auditors, legal counsel and other persons providing services to
the Fund; and
(v) Arrange, if desired by the Fund, for officers or employees of the
Adviser to serve, without compensation from the Fund, as directors, officers
or agents of the Fund if duly elected or appointed to such positions and
subject to their individual consent and to any limitations imposed by law.
(b) The Adviser accepts such employment and agrees during the term of this
Agreement to render such services and to assume the obligations herein set forth
for the compensation herein provided. The Adviser shall for all purposes herein
provided be deemed to be an independent contractor and, unless otherwise
expressly provided or authorized, shall have no authority to act for or
represent the Fund in any way or otherwise be deemed an agent of the Fund.
2. COMPENSATION. For the services described in Section 1, the Fund will
pay to the Adviser at the end of each calendar month, an investment advisory fee
computed at an annual rate of 0.40% of the Fund's average weekly net assets up
to U.S. $50,000,000 and at an annual rate of .34% of the Fund's average weekly
net assets in excess of U.S. $50,000,000. The investment advisory fee shall be
payable in Singapore Dollars. Notwithstanding anything to the contrary in this
Section 2, the Adviser shall not be entitled to receive fees for services
provided pursuant to this Agreement for the period from the date of this
Agreement to the date on which this Agreement is approved by the stockholders of
the Fund unless and until the payment of fees and expenses under this Agreement
are approved by the stockholders of the Fund.
3. ADVISER'S REPRESENTATIONS AND WARRANTIES. The Adviser represents and
warrant that it is duly registered and authorized as an investment adviser under
the U.S. Investment Advisers Act of 1940, as amended, and that it will use all
reasonable efforts to maintain effective its registration and authorization
until the termination of this Agreement.
4. NON-EXCLUSIVITY OF SERVICES. The services of the Adviser to the Fund
under this Agreement are not to be deemed exclusive, and the Adviser shall be
free to render similar services or other services to others so long as its
services hereunder are not impaired thereby.
5. ALLOCATION OF CHARGES AND EXPENSES.
(a) The Adviser shall assume and pay for maintaining its staff and
personnel, and shall at its staff and personnel, and shall at its own expense
provide the equipment, office space and facilities, necessary to perform its
obligations under this Agreement, and shall pay all reasonable compensation,
fees and expenses of all officers and directors of the Fund who are affiliated
persons of the Adviser or its affiliates, except travel expenses or an
appropriate fraction thereof to the extent such expenses relate to attendance at
meetings of the Fund's Board of Directors or any committee thereof, which shall
be borne by the Fund. Notwithstanding anything to the contrary in this Section
4(a), the Adviser shall not be entitled to receive reimbursement for its
expenses from the Fund pursuant to this Agreement for the period from the date
of this Agreement to the date on which this Agreement is approved by the
stockholders of the Fund unless and until the payment of fees and expenses under
this Agreement are approved by the stockholders of the Fund.
13
<PAGE>
(b) In addition to the fee of the Adviser and the travel expenses referred
to in Section 5(a) above, the Fund shall assume and pay all other charges and
expenses of its operations, including compensation of the directors of the Fund
(other than those affiliated with the Manager or the Adviser), the charges and
expenses of independent auditors, any custodian of its securities and other
property, any administrator of its business affairs, any investment adviser or
manager, its legal counsel, any transfer or dividend disbursing agent and any
registrar of the Fund, costs of acquiring and disposing of portfolio securities,
interest, if any, on obligations incurred by the Fund, cost of share
certificates and of reports, membership dues in the Investment Company Institute
or any similar organization, reports and notices to shareholders, other like
miscellaneous expenses and all taxes and fees payable to federal, state or other
governmental agencies on account of the registration of securities issued by the
Fund, filing of corporate documents or otherwise. The Fund shall not pay or
incur any obligation for any expenses for which the Fund intends to seek
reimbursement from the Adviser without first obtaining the written approval of
the Adviser.
6. POTENTIAL CONFLICTS OF INTEREST. Subject to applicable statutes and
regulations, it is understood that directors, officers or agents of the Fund are
or may be interested in the Adviser of its affiliates as officers, directors,
agents, shareholders or otherwise, and that the officers, directors,
shareholders and agents of the Adviser or its affiliates may be interested in
the Fund as directors, officers, agents or otherwise.
7. STANDARD OF CARE: INDEMNIFICATION.
(a) The Adviser will exercise its best judgment in rendering the services to
be provided by it hereunder. The Adviser shall not be liable for any error of
judgment or of law or for any loss suffered by the Fund in connection with the
matters to which this Agreement relates, except loss resulting from willful
misfeasance, bad faith or gross negligence on the part of the Adviser in the
performance of its obligations and duties or by reason of its reckless disregard
of its obligations and duties under this Agreement.
(b) The Fund agrees to indemnify and hold harmless the Adviser, its
officers, directors, employees, agents, shareholders, or other affiliates (each
an "Indemnified Party"), for any losses, costs and expenses incurred or suffered
by any Indemnified Party arising from any action, proceeding or claims which may
be brought against such Indemnified Party in connection with the performance or
non-performance in good faith of its functions under this Agreement, except
losses, costs and expenses resulting from willful misfeasance, bad faith or
gross negligence in the performance of such Indemnified Party's duties or from
reckless disregard on the part of such Indemnified Party of such Indemnified
Party's obligations and duties under this Agreement.
8. DURATION AND TERMINATION. This Agreement shall become effective on the
date hereof and shall remain in full force for a period of two years from the
date hereof, unless sooner terminated as hereinafter provided. This Agreement
shall continue in force from year to year thereafter, but only as long as such
continuance is specifically approved at least annually in the manner required by
the 1940 Act and the rules and regulations thereunder; provided, however, that
if the continuation of this Agreement is not approved, the Adviser may continue
to serve in such capacity in the manner and to the extent permitted by the 1940
Act and the rules and regulations thereunder, until a successor is found.
14
<PAGE>
This Agreement shall automatically terminate in the event of its assignment
and may be terminated at any time without the payment of any penalty by the Fund
or by the Adviser on sixty (60) days' written notice to the other party. The
Fund may effect termination by action of the Board of Directors or by vote of
the holders of a majority of the outstanding voting securities of the Fund.
This Agreement may be terminated at any time without the payment of any
penalty by the Board of Directors or by vote of the holders of a majority of the
outstanding voting securities of the Fund in the event that it shall have been
established by a court of competent jurisdiction that the Adviser or any officer
or director of the Adviser has taken any action which results in a breach of the
covenants of the Adviser set forth herein.
The terms "assignment" and "vote of the holders of a majority of the
outstanding voting securities" shall have the meanings set forth in the 1940 Act
and the rules and regulations thereunder.
Termination of this Agreement shall not affect the right of the Adviser to
receive payments on any unpaid balance of the compensation described in Section
2 earned prior to such termination. Termination of this Agreement shall not
affect the right of the Adviser to receive payments on any unpaid balance of the
compensation described in Section 2 earned prior to such termination.
9. SURVIVAL. If any provision of this Agreement is determined by a court
of competent jurisdiction to be so broad as to be unenforceable, such provision
shall be automatically reformed and construed so as to be valid, operative and
enforceable to the maximum extent permitted by law or equity while most nearly
preserving its original intent. The invalidity of all or any part of this
Agreement shall not render invalid the remainder of this Agreement.
10. NOTICES. Any notice under this Agreement shall be in writing,
addressed and delivered or mailed, postage prepaid, to the other party at such
address as such other party may designate for the receipt of such notice.
11. GOVERNING LAW.
(a) This Agreement shall be construed in accordance with applicable federal
law and the laws of the State of New York.
(b) The Adviser hereby irrevocably submits to the jurisdiction of the United
States District Court for the Southern District of New York and any court in the
State of New York located in the city and county of New York, and any Appellate
Court from any thereof, in any action, suit or proceeding brought against it and
related to or in connection with this agreement or the transactions contemplated
hereunder or for recognition or enforcement of any judgment and the Adviser
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard or determined in such New York State
Court, or to the extent permitted by law, in such Federal Court. The Adviser
agrees that a final judgment in any such action, suit or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. To the extent permitted by applicable law,
the Adviser hereby waives and agrees not to assert by way of motion, as a
defense or otherwise in any such suit, action or proceeding, any claim that is
not personally subject to the jurisdiction of such courts, that the suit, action
or proceeding is brought in an inconvenient forum, that the venue of the suit,
action or proceeding is improper or that this agreement or the subject matter
hereof may not be litigated in or by such courts.
15
<PAGE>
12. MISCELLANEOUS.
(a) The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect.
(b) Terms not defined herein shall have the meanings set forth in the
Prospectus.
(c) This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(d) This Agreement may be amended, changed, modified or altered only by
a written agreement signed by the parties hereto.
16
<PAGE>
IN WITNESS WHEREOF, the Fund and the Adviser have caused this Agreement to
be executed as of the day and year first above written.
<TABLE>
<S> <C> <C>
THE SINGAPORE FUND, INC.
By:
--------------------------------------
Name:
Title:
DAIWA SB INVESTMENTS (SINGAPORE) LTD.
By:
--------------------------------------
Name:
Title:
</TABLE>
17
<PAGE>
SKU# SGFCM-PS-98
<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
September 16, 1999
The undersigned stockholder of The Singapore Fund, Inc. (the "Fund") hereby
appoints Daniel F. Barry, Sean J. Peters, John A. Koopman and Judy Runrun Tu, 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 September 16, 1999 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 the
instructions given by the undersigned stockholder, but if no instructions are
given, this proxy will be voted in favor of proposals 1 through 3 as set forth
in this proxy. In addition, this proxy will be voted, 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 August 9, 1999.
- -------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND PROMPTLY RETURN THIS PROXY IN THE
ENCLOSED 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, this 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>
<TABLE>
<S><C>
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
- ---------------------------------------------------------------- The Board of Directors recommends a vote FOR Proposals
THE SINGAPORE FUND, INC. 1 through 4 below.
- ----------------------------------------------------------------
1. Election of two Class II directors For All With For All
to serve for a term expiring on Nominees -hold Except
the date on which the Annual
Meeting of Stockholders is held / / / / / /
in the year 2002, and the
election of one Class III
director to serve for a term
expiring on the date on which the
Annual Meeting of Stockholders is
held in the year 2000.
CLASS II: Alfred C. Morley, Ronnie Teo Heng Hock
CLASS III: Masayasu Ohi
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.
CONTROL NUMBER:
For Against Abstain
2. The ratification of the selection / / / / / /
of PricewaterhouseCoopers LLP as
independent accountants of the
Fund for its fiscal year ending
October 31, 1999.
3. The approval of the new Investment / / / / / /
Advisory Agreement between the Fund
and Daiwa SB Investments
(Singapore) Limited ("DSBI
Singapore"), including the payment
of fees and expenses of DSBI
Singapore from April 1, 1999 to
the date the new Investment
Advisory Agreement is approved by
the Fund's stockholders.
------------------
Please be sure to sign and date this Proxy. Date
- ----------------------------------------------------------------
Mark box at right if an address change or comment has been noted
on the reverse side of this card.
- -----Stockholder sign here-----------------Co-owner sign here--- RECORD DATE SHARES:
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
