NEW SOUTH AFRICA FUND INC
N-30D, 1997-10-31
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                        THE NEW SOUTH AFRICA FUND, INC.

                               SEMI-ANNUAL REPORT
                                AUGUST 31, 1997
                                  (UNAUDITED)





<PAGE>


THE NEW SOUTH AFRICA FUND INC.
OBJECTIVE
- --------------------------------------------------------------------------------
The New South Africa Fund Inc. (the "Fund") seeks to achieve  long-term  capital
appreciation  through  investments  principally  in securities of issuers in the
Republic of South Africa ("South  Africa"),  as well as, to a lesser extent,  in
other countries in the Southern African region. Under normal cir cumstances, the
Fund will  invest at least 80% of its  assets  in  securities  of South  African
issuers,  including  at least 65% of its  assets in equity  securities  of South
African  issuers.  The Fund may also  invest  up to 35% of its  assets  in fixed
income securities.

MANAGEMENT
- --------------------------------------------------------------------------------
Fleming  International  Asset  Management  Limited  ("FIAM")  is the  investment
management  company appointed to advise on and manage the Fund's portfolio.  The
Investment  Adviser is an affiliate of Robert Fleming  Holdings  Limited,  which
manages over $99 billion in assets worldwide.  Effective April 3, 19 97, Raymond
Goldblatt has principal responsibility for recommending the purchase and sale of
investment securities by the Fund to the Fund's investment adviser,  FIAM, which
has sole investment  discretion with respect to the Fund's assets. Mr. Goldblatt
is Chief Executive Officer of Fleming Martin Asset  Management,  an affiliate of
FIAM, and has 12 years of investment management experience.

MARKET INFORMATION
- --------------------------------------------------------------------------------
The Fund is listed on the New York  Stock  Exchange  (symbol  "NSA").  THE SHARE
PRICE IS PUBLISHED IN: The New York Times (daily) under the designation "NwSAfr"
and The Wall Street  Journal  (daily),  and  Barron's  (each  Monday)  under the
designation "NewSoAfrFd".

THE NET ASSET VALUE PER SHARE IS PUBLISHED  UNDER "CLOSED END FUNDS" each Sunday
in THE NEW YORK TIMES and each Monday in THE WALL STREET JOURNAL AND BARRON'S.


                                       1

<PAGE>

THE NEW SOUTH AFRICA FUND INC.
DIRECTORS AND ADMINISTRATION
- --------------------------------------------------------------------------------
OFFICERS AND DIRECTORS  Iain O.S. Saunders - President, Treasurer
                         and Chairman of the Board of Directors
                        Anton Dirk Botha - Director
                        Arthur Levy - Director
                        Dr. Nthato H. Motlana - Director
                        Arnold Witkin - Director
                        Ann Cranmer - Vice President
                        Raymond Goldblatt - Vice President
                        Linda Field - Secretary
               
INVESTMENT ADVISER      Fleming International Asset
                         Management Limited
                        25 Copthall Avenue
                        London EC2R 7DR
                        England
                       
ADMINISTRATOR           Bear Stearns Funds Management Inc.
                        245 Park Avenue
                        New York, NY 10167 U.S.A.

CUSTODIAN               Custodial Trust Company
                        101 Carnegie Center
                        Princeton, NJ 08540 U.S.A.

INDEPENDENT ACCOUNTANTS Price Waterhouse LLP
                        1177 Avenue of the Americas
                        New York, NY 10036 U.S.A.

LEGAL COUNSEL           Baker & McKenzie
                        805 Third Avenue
                        New York, NY 10022
                        U.S.A.

REGISTRAR, TRANSFER     PNC Bank, N.A.  
AGENT &                 Bellevue Corporate Center
DIVIDEND PAYING AGENT   400 Bellevue Parkway Mail Stop 400 0202 
                        Wilmington, DE 19809 
                        U.S.A.

                                       2
<PAGE>
THE NEW SOUTH AFRICA FUND
HIGHLIGHTS OF THE PERIOD (UNAUDITED)
- --------------------------------------------------------------------------------
AT AUGUST 31, 1997

                                                   US $
                                                   ----
Net Assets                                     82,944,606

Net Asset Value ("NAV") per Share                   18.35
Market Price on New York Stock Exchange             15.38
Discount to NAV                                     16.21%

PERFORMANCE FROM MARCH 11, 1994* TO AUGUST 31, 1997

Total Return based on Market Price                 22.86%+
Total Return based on NAV                          48.66%+
Johannesburg Stock Exchange ("JSE") All Share      36.48%++
  Index

- ----------
*    Commencement of operations.
+    Assumes  reinvestment  of dividends in accordance  with the Fund's Dividend
     Reinvestment and Cash Purchase Plan.
++   The  JSE  All  Share  Index  excludes  reinvestment  of  dividends  on  the
     underlying securities. In addition, the JSE All Share Index is unmanaged.



                   NAV & MARKET PRICE VS. JSE ALL SHARE INDEX


                  JSE          NAV         Market
                Inception     Inception   Inception
                to Date       to Date     to Date
   Date         Return        Return      Return
   ----         ------        ------      ------
 03/11/94       100.00%      100.00%      100.00%
 03/18/94       100.08%       99.85%       92.29%
 03/25/94        96.03%       99.93%       94.09%
 03/31/94        87.91%       98.84%       85.13%
 04/08/94        85.87%       96.66%       85.13%
 04/15/94        81.37%       92.44%       80.65%
 04/22/94        90.42%       99.49%       89.61%
 04/29/94       101.45%      108.36%       97.67%
 05/06/94        99.65%      105.60%       88.71%
 05/13/94        99.00%      104.72%       91.40%
 05/20/94        97.34%      102.62%       86.02%
 05/27/94        98.39%      104.00%       87.81%
 05/31/94        98.39%      104.94%       89.61%
 06/03/94       100.65%      105.81%       89.61%
 06/10/94       102.96%      106.83%       92.29%
 06/17/94       106.30%      109.59%       97.67%
 06/24/94       103.42%      109.74%       93.19%
 06/30/94        99.21%      104.36%       90.50%
 07/01/94        99.26%      104.22%       91.40%
 07/08/94        99.54%      104.29%       88.71%
 07/15/94       109.36%      111.99%       91.40%
 07/22/94       105.73%      109.52%       94.09%
 07/29/94       106.78%      109.08%       92.29%
 08/05/94       109.63%      112.57%       89.61%
 08/12/94       112.21%      113.81%       92.29%
 08/19/94       113.72%      115.41%       93.19%
 08/26/94       113.13%      113.81%       94.98%
 08/31/94       113.39%      114.83%       92.29%
 09/02/94       114.59%      115.12%       91.40%
 09/09/94       115.87%      116.72%       92.29%
 09/16/94       115.78%      117.51%       93.19%
 09/23/94       116.92%      118.02%       94.09%
 09/30/94       116.53%      118.31%       94.09%
 10/07/94       117.53%      119.48%       94.09%
 10/14/94       120.32%      122.24%       98.57%
 10/21/94       128.15%      128.71%      103.05%
 10/28/94       125.55%      127.18%      103.05%
 10/31/94       124.66%      127.18%      101.25%
 11/04/94       125.80%      127.91%      102.15%
 11/11/94       125.57%      127.91%      103.05%
 11/18/94       125.89%      129.14%      101.25%
 11/25/94       122.88%      126.38%       97.67%
 11/30/94       122.47%      127.25%      100.36%
 12/02/94       122.00%      126.60%      100.36%
 12/09/94       120.14%      124.71%      100.36%
 12/16/94       123.12%      127.91%      103.94%
 12/23/94       124.22%      131.10%      106.24%
 12/30/94       126.21%      131.41%      107.19%
 01/06/95       124.38%      130.18%      107.19%
 01/13/95       118.33%      124.25%      104.35%
 01/20/95       114.70%      121.25%       95.81%
 01/27/95       111.75%      118.87%       93.91%
 01/31/95       107.93%      115.87%       92.96%
 02/03/95       115.16%      122.64%       99.60%
 02/10/95       115.57%      123.18%       99.60%
 02/17/95       115.32%      123.02%       96.76%
 02/24/95       117.07%      123.64%      101.50%
 02/28/95       115.39%      122.25%      101.50%
 03/03/95       118.19%      125.41%      102.45%
 03/10/95       124.27%      132.64%      107.19%
 03/17/95       129.07%      136.18%      107.19%
 03/24/95       126.89%      133.87%      109.09%
 03/31/95       129.39%      136.25%      108.14%
 04/07/95       133.04%      139.02%      107.19%
 04/13/95       130.20%      136.64%      108.14%
 04/21/95       131.54%      137.79%      111.94%
 04/28/95       132.75%      138.72%      110.04%
 04/30/95       132.75%      138.72%      110.04%
 05/05/95       135.33%      140.64%      112.88%
 05/12/95       133.53%      139.64%      110.99%
 05/19/95       130.89%      136.95%      108.14%
 05/26/95       131.61%      137.95%      108.14%
 05/31/95       130.15%      137.79%      110.04%
 06/02/95       131.76%      138.64%      107.19%
 06/09/95       130.02%      136.95%      107.19%
 06/16/95       129.96%      136.95%      107.19%
 06/23/95       132.65%      139.64%      107.19%
 06/30/95       130.65%      138.10%      109.09%
 07/07/95       131.09%      138.33%      108.14%
 07/14/95       131.00%      138.33%      108.14%
 07/21/95       130.93%      137.64%      108.14%
 07/28/95       130.98%      137.72%      108.14%
 07/31/95       131.65%      138.25%      107.19%
 08/04/95       134.12%      140.49%      109.09%
 08/11/95       134.27%      140.56%      108.14%
 08/18/95       134.04%      140.49%      107.19%
 08/25/95       133.40%      139.79%      107.19%
 08/31/95       132.93%      140.25%      107.19%
 09/01/95       132.92%      140.25%      107.19%
 09/08/95       133.87%      141.33%      107.19%
 09/15/95       135.43%      142.64%      109.09%
 09/22/95       136.08%      143.33%      109.09%
 09/29/95       135.83%      143.66%      109.99%
 10/06/95       137.26%      144.59%      109.99%
 10/13/95       139.02%      146.22%      110.95%
 10/20/95       140.24%      147.93%      114.77%
 10/27/95       139.00%      147.54%      111.90%
 10/31/95       139.15%      147.77%      111.90%
 11/03/95       140.57%      148.78%      113.82%
 11/10/95       145.19%      152.19%      116.69%
 11/17/95       144.72%      152.19%      116.69%
 11/24/95       143.65%      150.95%      115.73%
 11/30/95       142.72%      150.41%      117.64%
 12/01/95       142.78%      150.41%      116.69%
 12/08/95       148.42%      155.22%      119.55%
 12/15/95       148.58%      156.77%      117.64%
 12/22/95       149.88%      158.17%      120.51%
 12/29/95       149.75%      159.04%      119.20%
 12/31/95       149.77%      159.04%      119.20%
 01/05/96       157.65%      166.93%      125.16%
 01/12/96       162.27%      171.12%      130.13%
 01/19/96       163.89%      171.44%      139.07%
 01/26/96       166.92%      173.13%      141.06%
 01/31/96       165.01%      170.96%      137.08%
 02/02/96       168.05%      171.85%      143.04%
 02/09/96       165.26%      169.91%      138.08%
 02/16/96       155.79%      162.82%      133.11%
 02/23/96       154.29%      159.36%      124.17%
 02/29/96       151.68%      156.11%      122.18%
 03/01/96       150.49%      155.41%      123.18%
 03/08/96       149.76%      154.93%      118.21%
 03/15/96       149.79%      153.88%      120.20%
 03/22/96       149.77%      153.72%      123.18%
 03/29/96       148.63%      152.03%      121.19%
 04/04/96       143.26%      145.90%      117.22%
 04/12/96       140.20%      143.89%      113.24%
 04/19/96       143.75%      145.98%      113.24%
 04/26/96       138.97%      141.71%      114.24%
 04/30/96       141.23%      143.89%      113.24%
 05/03/96       138.42%      140.51%      113.24%
 05/10/96       134.94%      135.35%      109.27%
 05/17/96       137.12%      137.61%      111.26%
 05/24/96       134.47%      135.59%      109.27%
 05/31/96       137.40%      138.41%      107.28%
 06/07/96       136.79%      137.69%      107.28%
 06/14/96       137.18%      139.30%      106.29%
 06/21/96       137.73%      139.38%      108.27%
 06/28/96       139.58%      141.55%      109.27%
 07/05/96       139.47%      141.15%      110.26%
 07/12/96       135.07%      135.91%      111.26%
 07/19/96       135.53%      136.80%      107.28%
 07/26/96       130.65%      131.40%      104.30%
 07/31/96       128.12%      128.50%      103.31%
 08/02/96       131.05%      131.24%      103.31%
 08/09/96       128.90%      128.90%      103.31%
 08/16/96       125.56%      123.83%      103.31%
 08/23/96       126.94%      124.88%       99.33%
 08/30/96       130.63%      128.82%      100.33%
 09/06/96       131.99%      131.64%      102.31%
 09/13/96       133.92%      135.11%      102.31%
 09/20/96       134.98%      136.72%      106.29%
 09/27/96       134.05%      135.75%      108.27%
 09/30/96       132.80%      134.54%      107.28%
 10/04/96       135.59%      137.04%      111.26%
 10/11/96       136.18%      139.54%      109.27%
 10/18/96       134.80%      136.72%      108.27%
 10/25/96       132.68%      134.54%      106.29%
 10/31/96       130.23%      132.29%      102.31%
 11/01/96       130.52%      132.45%      103.31%
 11/08/96       126.57%      128.42%      101.32%
 11/15/96       128.44%      130.52%      103.31%
 11/22/96       127.77%      129.79%      102.31%
 11/29/96       127.57%      129.79%      103.31%
 12/06/96       124.11%      126.57%      100.33%
 12/13/96       122.45%      122.46%       99.33%
 12/20/96       122.41%      125.12%       99.33%
 12/27/96       123.37%      126.06%      100.89%
 12/31/96       124.53%      127.52%      101.89%
 01/03/97       123.03%      126.22%      100.89%
 01/10/97       124.96%      133.27%      107.88%
 01/17/97       127.94%      132.46%      102.89%
 01/24/97       127.11%      132.14%      105.88%
 01/31/97       128.34%      132.78%      106.88%
 02/07/97       135.86%      140.32%      111.88%
 02/14/97       139.40%      143.32%      112.88%
 02/21/97       139.38%      143.64%      113.87%
 02/28/97       139.81%      142.26%      111.88%
 03/07/97       138.85%      142.10%      111.88%
 03/14/97       140.82%      144.77%      113.87%
 03/21/97       140.57%      144.86%      114.87%
 03/28/97       140.87%      145.26%      114.87%
 03/31/97       140.71%      145.26%      114.87%
 04/04/97       139.41%      145.02%      115.87%
 04/11/97       138.37%      144.29%      115.87%
 04/18/97       138.39%      144.37%      114.87%
 04/25/97       139.54%      146.72%      115.87%
 04/30/97       140.54%      147.45%      115.87%
 05/02/97       140.79%      147.61%      116.87%
 05/09/97       141.16%      148.26%      118.87%
 05/16/97       139.92%      148.50%      118.87%
 05/23/97       138.68%      147.93%      118.87%
 05/30/97       137.78%      146.64%      118.87%
 06/06/97       141.99%      152.23%      119.87%
 06/13/97       141.59%      153.85%      122.86%
 06/20/97       140.61%      154.74%      124.86%
 06/27/97       143.79%      156.52%      127.86%
 06/30/97       143.41%      155.87%      129.86%
 07/04/97       142.66%      156.93%      131.85%
 07/11/97       141.74%      155.47%      128.86%
 07/18/97       142.54%      154.82%      128.86%
 07/25/97       143.02%      155.47%      128.36%
 07/31/97       142.27%      155.31%      127.86%
 08/01/97       141.00%      154.25%      122.37%
 08/08/97       142.69%      156.12%      125.37%
 08/15/97       139.16%      152.15%      124.37%
 08/22/97       137.24%      149.23%      121.87%
 08/31/97       136.48%      148.66%      122.86%
                                     
Past performance is not predictive of future performance.





                                       3
<PAGE>


THE NEW SOUTH AFRICA FUND
MAJOR EQUITY HOLDINGS (unaudited)
- --------------------------------------------------------------------------------
At August 31, 1997


                                                               Percentage of
                                                                 Net Assets
                                                                 ----------

SASOL LTD.                                                            4.1
       Converts coal into fuels and  chemicals.  It also owns 64%
       of Natref, a crude oil refinery with Total of France.  Its
       plants  produce  approximately  45% of South Africa's fuel
       requirements and most of its petrochemical  feedstocks. It
       is also a large exporter of chemical  products.  Sasol has
       significant   rand  hedge   qualities  as  its  costs  are
       denominated in rand but its revenues are in dollars.

NBS HOLDINGS LTD.                                                     3.9
       A niche  bank and  financial  services  company.  Its core
       business  is  savings  and  loans  and it also  has a fast
       growing life  insurance  company.  Recently it merged with
       the  Board  of  Executors   to  form  a  large   financial
       conglomerate.

THE BIDVEST GROUP LTD.                                                3.4
       A company that distributes food and allied products to the
       catering   business.   In  addition,   it  supplies  towel
       cabinets, soap dispensers and sanitary disposal equipment.
       It also manufactures staples and adhesive tapes.

REMBRANDT GROUP LTD.                                                  3.3
       An  industrial  holding  company  with  interests  in  the
       tobacco business,  medical services,  wine and spirits and
       forestry and mining.

LIBERTY LIFE ASSOCIATION OF AFRICA LTD.                               3.2
       The third largest life insurance office in South Africa in
       terms  of  assets,  but is  the  largest  listed  insurer.
       Strategic   investments  include  holdings  in  The  South
       African  Breweries Ltd. and Standard Bank Investment Corp.
       Ltd.



                                       4
<PAGE>

THE NEW SOUTH AFRICA FUND INC.
MAJOR EQUITY HOLDINGS (UNAUDITED) (CONTINUED)
- -----------------------------------------------------------------
                                                               Percentage of
                                                                 Net Assets
                                                                 ----------

PERSETEL HOLDINGS LTD.                                                3.1

       Engaged in the marketing and support of computer hardware,
       software  and  network  systems  in  all  segments  of the
       information  technology field in South Africa. It also has
       operations in Germany.

PROTEA FURNISHERS LTD.                                                3.0
                       
       A niche furniture and appliance  retailer  operating three
       different chains. It has approximately 140 stores in South
       Africa and 54 outlets in the neighboring states.

JD GROUP LTD.                                                         3.0
                  
       A large South African retailer  specializing in furniture,
       appliances  and the audio  market.  It sells  primarily on
       credit and operates under six different brand names.

THE TONGAAT-HULETT GROUP LTD.                                         3.0

       A holding company for a diverse group of businesses. It is
       a  large   producer   of  sugar.   Subsidiaries,   Toncoro
       manufactures   facebrick,    Hulett   Aluminium   produces
       semi-fabricated  aluminium  product and  African  Products
       makes starch and glucose for use in the food  beverage and
       packaging industries.

DE BEERS CONSOLIDATED MINES LTD.                                       2.9

       Comprised of two companies:  De Beers,  which owns diamond
       mines in the  Republic of South  Africa and an  investment
       portfolio   including  a  38%  stake  in  Anglo   American
       Corporation  of South Africa Ltd.,  and  Centenary,  which
       houses the Central  Selling  Organization  through which a
       majority of the world's gem diamonds are sold.



                                        5
<PAGE>




THE NEW SOUTH AFRICA FUND INC.
INVESTMENT MANAGEMENT REPORT
- --------------------------------------------------------------------------------
                                                                OCTOBER 14, 1997

DEAR SHAREHOLDERS,
The New South Africa Fund Inc.  ("NSA" or the "Fund") has been in existence  for
three-and-a-half  years,  having listed in March 1994. Since inception,  the net
asset value ("NAV") of the Fund (assuming reinvestment of all distributions) has
risen by 48.66% against 36.48% for the Johannesburg  Stock Ex change ("JSE") All
Share Index.

MARKET ENVIRONMENT
The  following  table   summarizes  key  indicators   pertinent  to  the  Fund's
performance over the past six months.

                                                 August 31,  February 28,    %
                                                   1997         1997      Change
                                                   ----         ----      ------

NAV (US $) ................................        18.35        17.56      4.50
Price (US $) ..............................        15.38        14.00      9.82
Discount (%) ..............................        16.21        20.27      --
SOUTH AFRICA
Rand vs US $ ..............................         4.69         4.48     (4.69)
JSE All Share Index
(local) ...................................        7,307        7,145     (2.22)
(US $) ....................................        1,557        1,595     (2.38)
Three months bankers'
   acceptance rate (%) ....................        15.00        16.00     (6.25)
Yield on benchmark long
   bond (R150) (%) ........................        14.22        14.96     (4.95)
ZIMBABWE
Industrial Index (local) ..................       10,905       10,700      1.92
Industrial Index (US $) ...................        916.8          958     (4.30)
BOTSWANA
Share Index (local) .......................       749.08       374.46    100.04
Share Index (US $) ........................       202.25       105.22     92.22

The JSE All Share Index (the "Index") fell 2.38% in dollar terms over the period
under review, closing at 7,307 on August 31, 1997 after reaching a high of 7,617
on August 7, 1997.  The Index dropped by over 4% between these two dates when it
became  apparent  that the Reserve  Bank  intended to mainta in the high current
interest  rates for longer than the market had been  anticipating.  In addition,
gold  shares  on the JSE board  were  down-


                                       6
<PAGE>



THE NEW SOUTH AFRICA FUND INC.
INVESTMENT MANAGEMENT REPORT (continued)
- --------------------------------------------------------------------------------
rated as gold continued its dismal performance,  falling from $370/oz. to around
$320/oz.  between February and August. Despite the momentum of this market being
temporarily  halted by frustrated  interest rate  expectations,  the fundamental
outlook  remains good,  and it may be expected to rise as soon as players gain a
clearer notion of monetary easing.

After  strengthening in the first quarter by over 5% against the US dollar,  the
South African  currency resumed its downward trend to around R4.70 to the dollar
where it has tended to find some support.  However, it is expected to depreciate
steadily  over the next few months,  and is forecast to trade at around R4.80 at
the 1997  year-end,  and around R5.15 by year-end 1998. The Fund has its cash in
dollar deposits.

ECONOMY

The  South  African  economy  is  pausing  for  breath,   with  most  economists
forecasting  real  1997 GDP  growth at below 2%,  down from last  year's  3.12%.
Non-primary GDP grew by 2.2% in 1997 (year on year),  whereas  headline GDP came
in at 1.7%; this reflects  agriculture's  poor performance,  which has depressed
GDP figures this year. By contrast, manufacturing volumes were up 8.9% in April,
which helped to buoy second quarter growth.  However,  manufacturing  growth has
since subsided and is expected to trend  downwards in line with weaker  consumer
demand.  The current account of the balance of payments  improved in response to
the  correction  in the rand last year,  and its  deficit is likely to amount to
about 1% of GDP this year.  Short-term  inflows have also been  substantial this
year,  attracted  by  favorably  high  interest  rates.  Inflation  is also on a
downward  trend,  and is forecast  to drop to around  7.5% by December  from its
present reading of 9.1%.

INTEREST RATES

All that is  favorable  and  unfavorable  in the  economy  may be  traced to the
particularly high real interest rates in the country at present. Those insisting
on lower interest rates argue that current levels are excessively punitive,  and
that the economy is headed for a recession if rates aren't eased soon. They fear
that mistiming of monetary easing will introduce unnecessary volatility into our
business cycle,  with the economy  entering a prolonged  phase of  boom-and-bust
cycles.  A  negative  first  quarter  GDP  figure  of  0.9%  (quarter-on-quarter
annualized)  gave credence to this view,  the release of which  intensified  the
call for lower  rates.  



                                       7
<PAGE>

THE NEW SOUTH AFRICA FUND INC.
INVESTMENT MANAGEMENT REPORT (continued)
- --------------------------------------------------------------------------------

This camp also cites the need to stimulate  investment,  which is discouraged by
the high prime rate of  20.25%.  Indeed,  with  inflation  on a downward  trend,
monetary  policy will become  effectively  tighter  even if the bank rate is not
cut. In other words,  even if nominal rates are cut,  real  interest  rates will
remain high. On this view, there is scope for monetary easing.

The main  function of the South  African  Central  Bank (SARB) is to protect the
value of the  currency  and to fight  inflation.  Since Dr. Stals took office as
governor of the SARB in 1989, a secular  downward  shift in  inflation  has been
achieved by a strict regime of high real interest  rates.  Dr. Stals' resolve on
high rates stems from a  longer-term  view of the economy.  Indeed,  lower rates
should  stimulate  investment in the  short-term,  but the flip side is that the
savings  rate in the  country  is still too low.  Savings  and  foreign  inflows
finance investment. Hence the need to maintain the current monetary stance.

The Reserve Bank has resisted calls to lower real interest rates and was in part
vindicated by the second  quarter  (quarter on quarter) real GDP figure of 2.6%,
which  showed the economy to be more robust than  expected.  However,  there are
signs of the  economy  slowing  down  again in the  third  quarter.  In a recent
speech,  Dr. Stals outlined six guidelines as a basis for monetary policy,  none
of which were indicators of economic  growth.  Money supply and credit extension
to the private sector remain some of the key indicators monitored by the Reserve
Bank,  notwithstanding  the recent structural  changes that might have distorted
their usefulness as economic barometers.

The good  news is that  these  two  indicators  have  been  moving  in the right
direction  over the past few months.  If they continue to move  downwards (as we
expect)  towards  the Reserve  Bank's  guidelines  of 10% and 12%  respectively,
coupled with the continued  softening in economic  activity,  a 100 basis points
cut in rates can be expected towards the end of the fourth quarter.

THE ASIAN CURRENCY DEBACLE

When the Mexican peso fell early in 1995, many emerging markets around the world
took a tumble  along with  Mexico's.  This  phenomenon  was termed the  "tequila
effect",  and  referred  to the action of  investors  who took  fright  from all
markets with a similar risk to  Mexico's.  Investors  closed their 


                                       8
<PAGE>


THE NEW SOUTH AFRICA FUND INC.
INVESTMENT MANAGEMENT REPORT (continued)
- --------------------------------------------------------------------------------

positions in emerging  markets by selling  their  holdings,  thereby  depressing
prices. With Southeast Asia (especially  Thailand,  Malaysia,  Indonesia and the
Philippines) now in financial turmoil, some analysts are wondering whether there
is an eastern flavored "tequila effect" in the offing.

Investors  in  South  Africa  can  take  heart  from  the  fact  that   economic
fundamentals  in South Africa are sounder than those reigning in South East Asia
when  their  currencies  collapsed.  Elements  common  to the South  East  Asian
countries  whose  currencies  were  battered  included a managed  exchange  rate
regime,  large current account  deficits (+ 8% of GDP in Thailand and Malaysia),
weak banking systems and excessive credit extension.  In South Africa,  the rand
is allowed to float,  and the current account deficit  amounted to about 1.5% in
1996. The quality of the banking system is comparable to that of any first world
country. In this respect, the country is in a comparatively sound position.

This is not to say that the South  African  currency is immune from  speculative
attack or  disinvestment  by  foreigners.  Worrisome risk factors still prevail,
foremost of which are the  inflation  differential  between South Africa and its
trading  partners,  and the huge  exposure of the  Reserve  Bank to th e forward
exchange market. A lack of confidence in the government's ability to run a tight
fiscal  policy and to combat  crime  should  continue  to confine  the  greatest
portion of foreign  investment to the short-term.  This should correct over time
assuming success of the Government's policies.

THE PORTFOLIO
At August 31,  1997 the Fund held 88.0% of its net assets in  equities  of which
79.3% was invested in South Africa, 7.7% in Zimbabwe and 1.0% in Botswana. There
was also a 7.1%  holding  in South  African  bonds in the  expectation  of lower
interest  rates in the latter  stages of 1997 and into 1998.  Over the reporting
period  the Fund has had a change in focus,  concentrating  more  heavily on the
financial  sector and moving away from the larger market  capitalization  mining
producers and industrials. This had a favorable impact on the Fund's performance
as the JSE  financials  returned  13.6%  in US  dollar  terms  over the last six
months, while the Index returned negative 2.4% over the same period.

The Fund will continue to underweight  the mining sector in favor of its current
mix, viz. 23.4% financials and 52.5%  industrials.  The intention of


                                       9
<PAGE>

THE NEW SOUTH AFRICA FUND INC.
INVESTMENT MANAGEMENT REPORT (continued)
- --------------------------------------------------------------------------------

the Fund is to pick  long-term  winners  based  on  sustainability  of  earnings
growth.  However,  in the South African  context,  the price earnings  ratios of
these  "growth"  shares such as the niche banks  (Coronation  Holdings  Ltd. and
Investec Group Ltd.) and the information  technology  shares (Persetel  Holdings
Ltd.),  are high. The ideal would be to select shares based on the philosophy of
"growth  at a  reasonable  price."  This  gives  one  scope to pay a high  price
earnings  ratio for a share with above market growth as well as to choose shares
that  represent  good  "value".  The Fund has tried to balance the highly  rated
shares with recovery situations, such as Plate Glass and Shatterprufe Industries
Ltd. Over the longer term,  industrials  are expected to outperform the cyclical
nature of the mining shares.

Since the Fund's  annual  report in  February,  the major  changes have been the
trimming of its holding in De Beers  Consolidated Mines Ltd., The Tongaat-Hulett
Group Ltd. and Anglo  American  Corporation  of South Africa Ltd. The niche bank
exposure  was boosted by the  purchase of  Investec  Group Ltd.  and C oronation
Holdings Ltd., while Standard Bank Investment Corp. Ltd. - the larger commercial
bank - was  sold.  The  Zimbabwean  component  of the  Fund was  increased  with
investments in the leisure industry, breweries and the merchant banking sectors.

In line with our  fundamental  economic  viewpoint we anticipate  the Fund to be
fully invested by year end.

We appreciate your interest and continued support of the Fund.

Respectfully submitted,

/s/Iain O.S. Saunders
Iain O.S. Saunders
President, Treasurer and
Chairman of the Board of Directors


                                       10
<PAGE>


THE NEW SOUTH AFRICA FUND INC.
INVESTMENT PORTFOLIO (UNAUDITED)
- --------------------------------------------------------------------------------
At August 31, 1997

                                                                          MARKET
                                                                          VALUE
DESCRIPTION                                              SHARES            US $
- -----------                                              ------            ----

COMMON STOCKS - 87.99% 

BOTSWANA - 1.04% 

BEVERAGES & HOTELS - 0.96%
   Sechaba Investment Trust Co. Ltd.                     610,800         793,063
                                                                        --------
COMMERCIAL BANKS - 0.08%
   Barclays Bank of Botswana Ltd.*                         5,000          22,992
   Standard Chartered Bank Botswana Ltd.                  10,000          44,632
                                                                        --------
                                                                          67,624
                                                                        --------
TOTAL BOTSWANA (cost $770,885)                                           860,687
                                                                        --------
SOUTH AFRICA - 79.27%

BEVERAGES & HOTELS - 2.69%
    The South African Breweries Ltd.                       74,382      2,231,539
                                                                       ---------

BUILDING & CONSTRUCTION - 1.77%
   LTA Ltd.                                              200,000       1,470,745
                                                                       ---------
CHEMICALS & OIL - 4.63%
   Chemical Services Ltd.                                145,000         445,060
   Sasol Ltd.                                            254,889       3,395,622
                                                                       ---------
                                                                       3,840,682
                                                                      ---------
COMMERCIAL BANKS - 5.09%
   NBS Holdings Ltd.                                     150,659       3,219,347
   Nedcor Ltd.                                            51,232       1,004,656
                                                                       ---------
                                                                       4,224,003
                                                                       ---------

COMPUTERS - INTEGRATED SYSTEMS - 4.92%
   Dimension Data Holdings Ltd.                          350,000       1,488,330
   Persetel Holdings Ltd.                                380,000       2,591,922
                                                                       ---------
                                                                       4,080,252
                                                                       ---------

DIAMOND MINING - 2.88%
   De Beers Consolidated Mines Ltd.                       75,000       2,389,961
                                                                       ---------


                                       11
<PAGE>

THE NEW SOUTH AFRICA FUND INC.
INVESTMENT PORTFOLIO (UNAUDITED) (continued)
- --------------------------------------------------------------------------------

                                                                          MARKET
                                                                          VALUE
DESCRIPTION                                              SHARES            US $
- -----------                                              ------            ----
SOUTH AFRICA (continued)

DIVERSIFIED MINERALS - 3.76%
   Billiton PLC*                                         607,500       2,343,760
   Gencor Ltd. (Letter of Entitlement)(a)                202,500         776,937
                                                                       ---------
                                                                       3,120,697
                                                                       ---------
DIVERSIFIED OPERATIONS - 1.60%
   Lonrho PLC                                            670,000       1,322,434
                                                                       ---------
FINANCE & BANKING - 9.54%

  Coronation Holdings Ltd. Class N*                      137,500       2,286,049
  Genbel Securities Ltd.                                  75,000         975,168
  Investec Group Ltd.                                     62,900       2,289,284
  RMB Holdings Ltd.                                      843,700       2,364,842
                                                                       ---------
                                                                       7,915,343
                                                                       ---------
FOOD - 7.77%
  The Bidvest Group Ltd.                                 356,643       2,835,508
  The Tongaat-Hulett Group Ltd.                          163,706       2,477,486
  Tiger Oats Ltd.                                         75,800       1,130,982
                                                                       ---------
                                                                       6,443,976

FURNITURE & HOUSEHOLDS - 6.08%
  JD Group Ltd.                                          355,890       2,522,294
  Protea Furnishers Ltd.                                 4,520,000     2,524,225
                                                                       ---------
                                                                       5,046,519
                                                                       ---------
GLASS PRODUCTS - 1.85%
   Plate Glass and Shatterprufe Industries Ltd.           55,856       1,535,846
                                                                       ---------
GOLD MINING - 3.10%
   Consolidated Mining Corp. Ltd.                        10,600,000      971,544
   NK Properties                                          1,338,278      927,082
   Western Areas Gold Mining Co. Ltd.                        80,000      669,295
                                                                       ---------
                                                                       2,567,921
                                                                       ---------


                                       12
<PAGE>
THE NEW SOUTH AFRICA FUND INC.
INVESTMENT PORTFOLIO (UNAUDITED) (continued)
- --------------------------------------------------------------------------------
                                                                          MARKET
                                                                          VALUE
DESCRIPTION                                              SHARES            US $
- -----------                                              ------            ----
SOUTH AFRICA (continued)

INSURANCE - 7.78%
   Capital Alliance Holdings Ltd.                       261,962       1,717,006
   Fedsure Holdings Ltd.                                185,000       2,080,092
   Liberty Life Association of Africa Ltd.               86,278       2,657,395
                                                                      ---------
                                                                      6,454,493
                                                                      ---------

MEDIA - 0.69%
   Sasani Ltd.                                          3,000,000       569,114
                                                                      ---------
MINING HOUSES - 2.51%
   Anglo American Corporation of South Africa Ltd.       40,000       2,080,358
                                                                      ---------

PAPER & PACKAGING - 1.04%
   Sappi Ltd.                                            93,000         860,322
                                                                      ---------

RETAIL - CONVENIENCE STORES - 1.89%
   Metro Cash & Carry Ltd.                              1,566,406     1,569,245
                                                                      ---------

RETAIL - MISCELLANEOUS/DIVERSIFIED - 1.95%
   Mathomo Group Ltd.*                                  1,390,000     1,614,729
                                                                      ---------

STORES - 4.46%
   Pepkor Ltd.                                          305,001       2,080,365
   Specialty Stores Ltd.                                517,254         463,064
   Specialty Stores Ltd. Class N                        1,307,486     1,156,574
                                                                      ---------
                                                                      3,700,003
                                                                      ---------
TOBACCO - 3.27%

   Rembrandt Group Ltd.                                 280,500       2,714,420
                                                                      ---------

TOTAL SOUTH AFRICA (cost $52,214,992)                                65,752,602
                                                                     ----------


                                       13
<PAGE>

THE NEW SOUTH AFRICA FUND INC.
INVESTMENT PORTFOLIO (UNAUDITED) (continued)
- --------------------------------------------------------------------------------
                                                                          MARKET
                                                                          VALUE
DESCRIPTION                                              SHARES            US $
- -----------                                              ------            ----

ZIMBABWE - 7.68%

BEVERAGES & HOTELS - 2.09%
   Delta Corp. Ltd.*                                    1,131,653     1,735,534
                                                                      ---------
BUILDINGS & CONSTRUCTION - 1.94%
   Portland Holdings Ltd.                               700,000       1,613,241
                                                                      ---------

COMMERCIAL BANKS - 0.86%
   NMBZ Holdings Ltd.                                   250,000         712,340
                                                                      ---------

DIVERSIFIED OPERATIONS - 0.87%
   Trans Zambesi Industries                             340,000         323,000
   Trans Zambesi Industries ZDR*                        529,400         395,969
                                                                      ---------
                                                                        718,969
                                                                      ---------

HOTELS & MOTELS - 0.93%
   Zimbabwe Sun Ltd.*                                   1,800,000       769,327
                                                                      ---------

RETAIL - MISCELLANEOUS/DIVERSIFIED - 0.99%
   Meikles Africa Ltd.*                                 320,000         817,934
                                                                      ---------

TOTAL ZIMBABWE (cost $5,720,709)                                      6,367,345
                                                                      ---------

TOTAL COMMON STOCKS
   (cost $58,706,586)                                                 72,980,634
                                                                      ---------

                                                          PAR
                                                         (000)
                                                       ----------
DEBT OBLIGATION - 7.11%
   Republic of South Africa Bond,
   13.00%, 08/31/10  (cost $5,915,043)                  R 30,000      5,898,966
                                                                      ---------


                 See accompanying notes to financial statements.

                                       14
<PAGE>


THE NEW SOUTH AFRICA FUND INC.
INVESTMENT PORTFOLIO (UNAUDITED) (continued)
- --------------------------------------------------------------------------------
                                                                          MARKET
                                                                          VALUE
DESCRIPTION                                               PAR              US $
- -----------                                              ------            ----

SHORT-TERM INVESTMENT - 4.76%
REPURCHASE AGREEMENT - 4.76%

Repurchase Agreement dated 08/31/97 with
Bear,  Stearns & Co.  Inc.,  5.45%,  due
09/03/97,  collateralized  by $3,703,702
Federal  National  Mortgage  Association
2.675%  to  7.218%,   due   06/25/00  to
06/25/23;  and by $300,773  Federal Home
Loan  Mortgage  3.812%,   due  12/15/22;
total   value:   $4,001,475;   proceeds:
$3,953,114 (cost $3,950,722)                           US $ 3,951      3,950,722
                                                                      ----------
TOTAL INVESTMENTS - 99.86%                                            82,830,322
(cost $68,572,351) (b)

CASH AND OTHER ASSETS IN EXCESS
  OF LIABILITIES - 0.14%                                                114,284
                                                                      ----------

NET ASSETS - 100.00%                                                  82,944,606

*       Non income producing securities.
R       Republic of South Africa rand.
US $    United States dollars.
ZDR     Zimbabwe Depositary Receipts.
(a)     The Fund will receive one share of Billiton PLC for each share of Gencor
        Ltd.  that it holds.  Such Letters of  Entitlement  are tradeable on the
        Johannesburg  Stock  Exchange  and will  convert on September 8, 1997 to
        shares of Billiton PLC.
(b)     Aggregate  cost for US federal income tax purposes is  $68,572,351.  The
        aggregate unrealized  appreciation  (depreciation) for all securities is
        as follows:

                                                           US $
                                                           ----
        Excess of market value over tax cost            17,784,725
        Excess of tax cost over market value            (3,526,754)
        Net unrealized appreciation                     14,257,971

                See accompanying notes to financial statements.



                                       15
<PAGE>

THE NEW SOUTH AFRICA FUND INC.
STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED)
- --------------------------------------------------------------------------------
AT AUGUST 31, 1997

                                                                         US $
ASSETS

   Investments, at value (cost $68,572,351) (Note 2)                82,830,322
   Cash (representing foreign currency holdings with a
           cost of $42,527 in an interest-bearing account) 42,526
   Receivables:
           Securities sold 2,111,667
           Interest                                                    442,120
           Dividends                                                   171,756
   Deferred organizational costs (Note 1)                               33,625
   Prepaid expenses                                                     31,328
                                                                    ----------
   TOTAL ASSETS                                                     85,663,344
                                                                    ----------

   LIABILITIES
   Payables:
           Investments purchased                                     2,370,973
           Investment advisory fees (Note 5)                           185,486
           Directors' fees 32,005
           Administration fee (Note 5)                                  10,858
           Other accrued expenses                                      119,416
                                                                    ----------
   TOTAL LIABILITIES                                                 2,718,738
                                                                    ----------
   NET ASSETS                                                       82,944,606
                                                                    ==========
                                                                    
   NET ASSETS CONSIST OF:
   Common stock, $0.001 par value (200,000,000 shares
           authorized; 4,519,311 shares issued
           and outstanding) (Note 8)                                     4,519
   Additional paid-in capital                                       61,322,362
   Undistributed net investment income                                 477,289
   Accumulated net realized gain on investments
           and foreign currency transactions                         6,888,508
   Net unrealized appreciation on investments, foreign
           currency holdings and other assets and liabilities
           denominated in foreign currencies                        14,251,928
                                                                    ----------
   NET ASSETS                                                       82,944,606
                                                                    ==========
NET ASSET VALUE PER SHARE
     ($82,944,606 / 4,519,311)                                          $18.35
                                                                       =======

                                       16
<PAGE>

THE NEW SOUTH AFRICA FUND INC.
STATEMENT OF OPERATIONS (UNAUDITED)                    
- --------------------------------------------------------------------------------
FOR THE SIX MONTHS ENDED AUGUST 31, 1997

                                                                         US $
INVESTMENT INCOME
Dividends (net of foreign withholding taxes
 of $3,268) (Note 2)                                                  857,154
Interest                                                              457,258
                                                                    ----------
TOTAL INVESTMENT INCOME                                             1,314,412
                                                                    ---------

EXPENSES
Investment advisory fees (Note 5)                                     525,039
Administration fees (Note 5)                                           63,005
Custodian fees                                                         39,560
Legal fees                                                             37,128
Accounting fees                                                        37,003
Audit fees                                                             34,600
Directors' fees and expenses                                           23,304
Transfer agent fees and expenses                                       19,320
Insurance                                                              16,841
Reports and notices to shareholders                                    15,740
Amortization of organizational costs (Note 1)                          10,988
NYSE listing fees                                                       7,461
Miscellaneous                                                           7,134
                                                                    ----------
TOTAL EXPENSES                                                        837,123
                                                                    ----------

NET INVESTMENT INCOME                                                 477,289
                                                                    ----------

NET REALIZED AND UNREALIZED  GAIN/(LOSS) ON INVESTMENTS,  FOREIGN
CURRENCY HOLDINGS AND OTHER ASSETS AND LIABILITIES DENOMINATED IN
FOREIGN CURRENCIES (Note 2)

NET REALIZED GAIN ON:
   Investments                                                      6,772,320
   Foreign currency transactions                                       92,317
                                                                    ----------
                                                                    6,864,637
                                                                    ----------

NET CHANGE IN UNREALIZED APPRECIATION ON:
    Investments                                                    (3,585,720)
    Foreign currency holdings and other assets and
     liabilities denominated in foreign currencies                   (175,902)
                                                                    ----------
                                                                   (3,761,622)
                                                                    ----------

NET  REALIZED AND UNREALIZED  GAIN ON INVESTMENTS,
     FOREIGN  CURRENCY  HOLDINGS  AND OTHER ASSETS
     AND   LIABILITIES   DENOMINATED   IN  FOREIGN
     CURRENCIES                                                      3,103,015
                                                                    ----------
NET INCREASE IN NET ASSETS RESULTING
        FROM OPERATIONS                                              3,580,304
                                                                     =========


                 See accompanying notes to financial statements.


                                       17
<PAGE>

THE NEW SOUTH AFRICA FUND INC.
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
                                                  For the              
                                              Six Months ended     For the
                                               August 31, 1997    Year ended
                                                (unaudited)    February 28, 1997
                                                    US $            US $
                                                    ----            ----
       
INCREASE/(DECREASE) IN NET ASSETS
OPERATIONS
Net investment income                              477,289         771,986
                                                ----------      ----------
Net realized gain/(loss) on investments
   and foreign currency transactions              6,864,637        (630,421)
                                                ----------      ----------
Net change in unrealized appreciation on
  investments, foreign currency holdings
  and other assets and liabilities
  denominated in foreign currencies             (3,761,622)     (9,258,326)
                                                ----------      ----------
Net increase/(decrease) in net assets
  resulting from operations                      3,580,304      (9,116,761)
                                                ----------      ----------

DIVIDENDS TO SHAREHOLDERS FROM
  Net investment income                              --           (335,785)
                                                ----------      ----------

CAPITAL STOCK TRANSACTIONS
   Cost of shares repurchased                        --        (3,379,400)
                                                ----------      ----------
NET INCREASE/(DECREASE)

IN NET ASSETS                                    3,580,304     (12,831,946)
NET ASSETS:
Beginning of period                             79,364,302      92,196,248
                                                ----------      ----------

End of period (including undistributed net
   investment income of $477,289 for the
   six months ended August 31, 1997)            82,944,606      79,364,302
                                                ==========      ==========



                See accompanying notes to financial statements.


                                       18
<PAGE>
THE NEW SOUTH AFRICA FUND INC.
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

Contained  below is per share operating  performance  data for a share of common
stock  outstanding,  total investment  return,  ratios to average net assets and
other  supplemental  data for each period  indicated.  This information has been
derived from information  provided in the financial  statements and market price
data for the Fund's shares.

<TABLE>
<CAPTION>

                                                  FOR THE SIX                                           FOR THE PERIOD
                                                  MONTHS ENDED                                          MARCH 11, 1994* 
                                                 AUGUST 31, 1997              FOR THE YEAR ENDED           THROUGH
                                                   (UNAUDITED)     FEBRUARY 28, 1997  FEBRUARY 29, 1996  FEBRUARY 28, 1995
                                                        US $              US $          US $                US $
                                                        ----              ----          ----                ----

<S>                                                     <C>               <C>           <C>                 <C>       
Net asset value, beginning of period                    17.56             19.38         15.89               13.95**
Offering costs charged to additional                                                                      
  paid-in capital                                         --                --            --                (0.19)
                                                       ------            ------        ------              ------
                                                        17.56             19.38         15.89               13.76
                                                       ------            ------        ------              ------
                                                                                                          
Net investment income                                    0.10              0.17+         0.33                0.39
Net realized and unrealized gain/(loss)                                                                   
  on investments, foreign currency                                                                        
  holdings and other assets and liabilities                                                               
  denominated in foreign currencies                      0.69             (2.12)+        3.96                2.51
                                                       ------            ------        ------              ------
Total from investment operations                         0.79             (1.95)         4.29                2.90
                                                       ------            ------        ------              ------
Dividends and distributions to                                                                            
  shareholders from:                                                                                      
        Net investment income                             --              (0.07)        (0.33)              (0.39)
        In excess of net investment income                --                --          (0.42)              (0.32)
        Net realized gains on investments                 --                --          (0.05)              (0.06)
                                                       ------            ------        ------              ------
Total dividends and distributions to                                                                      
  shareholders                                            --              (0.07)        (0.80)              (0.77)
                                                       ------            ------        ------              ------
Antidilutive impact due to shares                                                                         
  of beneficial interest repurchased                      --               0.20           --                  --
                                                       ------            ------        ------              ------
NET ASSET VALUE, END OF PERIOD                          18.35             17.56         19.38               15.89
                                                       ======            ======        =======             =======
MARKET VALUE, END OF PERIOD                             15.38             14.00         15.38               13.38
                                                       ======            ======        =======             =======
                                                                                                          
TOTAL INVESTMENT RETURN BASED ON: (A)(B)                                                                  
     Market value                                        9.82%            (8.43)%       20.38%               1.50%
     Net asset value                                     4.50%            (8.88)%       27.72%              22.25%
                                                                                                          
RATIOS/ SUPPLEMENTAL DATA                                                                                 
                                                                                                          
NET ASSETS, END OF PERIOD (000 OMITTED)                 82,945            79,364        92,196              75,605
RATIO OF EXPENSES TO AVERAGE NET                                                                          
        ASSETS                                           1.99%++           2.35%         1.98%               2.10%++
RATIO OF NET INVESTMENT INCOME TO                                                                         
                                                                                                          
        AVERAGE NET ASSETS                               1.14%++           1.01%         1.77%               2.61%++
PORTFOLIO TURNOVER RATE                                47.56%+++           9.92%        18.91%              10.88%+++
AVERAGE COMMISSION RATE PER SHARE (c)               $   0.0078        $   0.0084          --                  --
<FN>                                                                                                   

*       Commencement of operations.
**      Initial  public  offering  price of $15.00 per share  less  underwriting
        discount of $1.05 per share.
+       Based on average shares outstanding.
++      Annualized.
+++     Not annualized.
(a)     Total  investment  return is  calculated  assuming a purchase  of common
        stock on the  opening of the first day and a sale on the  closing of the
        last day of the period reported.  Dividends and  distributions,  if any,
        are assumed for purposes of this calculation, to be reinvested at prices
        obtained under the Fund's Dividend  Reinvestment  Plan. Total investment
        return  does  not  reflect  sales  charges  or  brokerage   commissions.
        Generally,  total  investment  return  based on net asset  value will be
        higher than total  investment  return  based on market  value in periods
        where there is an increase in the  discount or a decrease in the premium
        of the market value to the net asset value from the beginning to the end
        of such periods.  Conversely,  total investment  return based on the net
        asset value will be lower than total  investment  return based on market
        value  in  periods  where  there is a  decrease  in the  discount  or an
        increase in the premium of the market  value to the net asset value from
        the beginning to the end of such periods.
(b)     Total  investment  return  for  periods  of less  than  one year are not
        annualized.
(c)     Disclosure is required for fiscal years  beginning on or after September
        1, 1995.  Represents  average  commission  rate per share charged to the
        Fund on purchases and sales of investments  subject to such  commissions
        during the period.
</FN>
</TABLE>

                See accompanying notes to financial statements.



                                       19
<PAGE>

THE NEW SOUTH AFRICA FUND
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
- --------------------------------------------------------------------------------
AT AUGUST 31, 1997


1.      ORGANIZATION
        The New South  Africa Fund Inc.  (the  "Fund") was  incorporated  in the
        State of Maryland on January 11, 1994 as a registered,  non-diversified,
        closed-end  management  investment  company under the Investment Company
        Act of 1940, as amended ( the "Investment Company Act").  Organizational
        costs of  $109,346  have  been  deferred  and are being  amortized  on a
        straight-line  basis  over a  60-month  period  from  the  date the Fund
        commenced operations.

2.      SIGNIFICANT ACCOUNTING POLICIES
        The following is a summary of significant accounting policies, which are
        generally  accepted  in the United  States of  America,  followed by the
        Fund.
      
        i)  SECURITY VALUATION
            All  securities  for which the  primary  market is an  exchange  are
            valued  at the  last  sale  price  on  such  exchange  on the day of
            valuation  or, if there was no sale on such day,  the last bid price
            quoted on such day. Portfolio securities that are actively traded on
            the over-the-counter  market,  including listed securities for which
            the primary market is believed to be over-the-counter, are valued at
            the mean  between  the most  recently  quoted  bid and asked  prices
            provided by the principal  market makers.  Securities and assets for
            which market quotations are not readily available are valued at fair
            value as  determined  in good faith by or under the direction of the
            Board  of  Directors.   US  government  securities  and  other  debt
            instruments  having 60 days or less  remaining  until  maturity  are
            stated at amortized cost if their  original  maturity was 60 days or
            less, or by  amortizing  their market value as of the 61st day prior
            to maturity  if their  original  term to  maturity  exceeded 60 days
            (unless in either case the Board of Directors  determines  that this
            method does not represent fair value).

        ii) REPURCHASE AGREEMENTS
            The Fund may invest temporarily,  without limitation,  in repurchase
            agreements,  which are agreements  pursuant to which  securities are
            acquired by the Fund from a third party with the understanding  that
            they will be repurchased by the seller at a fixed price on an agreed
            date.  These  agreements  may be  made  with  respect  to any of the
            portfolio  securities  in which the Fund is  authorized  to  invest.
            Repurchase  agreements may be  characterized as loans secured by the


                                       20
<PAGE>

THE NEW SOUTH AFRICA FUND
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
- --------------------------------------------------------------------------------

            underlying securities. The Investment Adviser monitors the continued
            creditworthiness  of  counterparties,  subject to the supervision of
            the  Fund's  Board of  Directors.  The  resale  price  reflects  the
            purchase  price plus an agreed upon market rate of interest which is
            unrelated  to the coupon rate or date of  maturity of the  purchased
            security.  The collateral is marked to market daily. In the event of
            default or bankruptcy of the counterparty, the Fund's realization of
            the value of the collateral may be delayed or limited.

       iii) TAXES
            It is  the  intention  of the  Fund  to  continue  to  qualify  as a
            regulated  investment company and to distribute,  at least annually,
            substantially all of its net investment income and any net long-term
            capital  gains  in  excess  of  net   short-term   capital   losses.
            Accordingly,  no provision for US federal  income taxes is required.
            In addition, by distributing during each calendar year substantially
            all of its net  investment  income,  capital gains and certain other
            amounts,  if any, the Fund intends not to be subject to a US federal
            excise tax. For US federal  income tax  purposes,  realized  capital
            losses and foreign  exchange  losses  incurred after October 31, but
            within the  fiscal  year are deemed to arise on the first day of the
            following  fiscal year. For the fiscal year ended February 28, 1997,
            the Fund  incurred and elected to defer foreign  exchange  losses of
            $36,497.  The Republic of South  Africa  ("South  Africa")  does not
            impose  a  withholding  tax  on  dividends  paid  by  South  African
            companies to the Fund.  However,  other income  received by the Fund
            from sources within South Africa or Southern  African regions may be
            subject to withholding and other taxes imposed by such countries.

        iv) Investment Transactions and Investment Income
            Investment  transactions  are  accounted  for  on  the  trade  date.
            Realized  gains and losses on the sale of investment  securities are
            determined on the identified cost basis. Interest income is recorded
            on the accrual basis.  Dividend income and other  distributions  are
            recorded on the  ex-dividend  date or as the Fund  becomes  aware of
            such dividends. The collectibility of income receivable from foreign
            securities is evaluated  periodically  and  resulting  allowance for
            uncollectible  amounts,  if  any,  are  reflected  currently  in the
            determination of net investment  income. At August 31, 1997, no such
            allowance was established.



                                       21
<PAGE>
THE NEW SOUTH AFRICA FUND
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
- --------------------------------------------------------------------------------

       v)   DISTRIBUTION OF INCOME AND GAINS
            The Fund intends to distribute to  shareholders  at least  annually,
            substantially  all of its net  investment  income  and net  realized
            capital  gains.  Dividends and  distributions  to  shareholders  are
            recorded by the Fund on the ex-dividend date.

            The amount of dividends and distributions from net investment income
            and net realized  capital gains are determined in accordance with US
            federal  income tax  regulations,  which may differ  from  generally
            accepted  accounting  principles.  These "book/tax"  differences are
            either  considered  temporary or permanent in nature.  To the extent
            these  differences  are  permanent  in  nature,   such  amounts  are
            reclassified  within  capital  accounts  based on  their US  federal
            tax-basis   treatment;   temporary   differences   do  not   require
            reclassification.  Dividends  and  distributions  which  exceed  net
            investment  income  and net  realized  capital  gains for  financial
            reporting  purposes  but  not  for  tax  purposes  are  reported  as
            dividends in excess of net  investment  income or  distributions  in
            excess of net realized  capital gains.  To the extent  distributions
            exceed current and  accumulated  earnings and profits for US federal
            income tax purposes,  they are reported as  distributions of paid-in
            capital.

        vi) FOREIGN CURRENCY TRANSLATION
            The books and  records  of the Fund are  maintained  in US  dollars.
            Foreign  currency  amounts are translated  into US dollars at the 12
            p.m.  mid-market  price of such  currencies  against  US  dollars as
            quoted by major New York banks as follows:

            - investments, other assets and liabilities; at the prevailing rates
              of exchange on the valuation date;

            - investment transactions and investment income and expenses: at the
              prevailing rates of exchange on the dates of such transactions.

            Although  the net assets of the Fund are  presented  at the  foreign
            exchange  rates and market  values at the close of the  period,  the
            Fund does not  isolate  that  portion of the  results of  operations
            arising as a result of changes in the  foreign  exchange  rates from
            the  fluctuations  arising from changes in the market  prices of the
            securities held at period end. Similarly,  the Fund does not isolate
            the  effect  of  changes   in  foreign   exchange   rates  from  the
            fluctuations   arising  from   changes  in  the  market   prices  of
            equity-related  securities  sold  during  the  period.  Accordingly,
            realized  and  unrealized  


                                       22
<PAGE>
THE NEW SOUTH AFRICA FUND
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
- --------------------------------------------------------------------------------



            foreign  currency  gains and losses with respect to such  securities
            are included in the reported net realized and  unrealized  gains and
            losses on investment  transactions balances.  However, the Fund does
            isolate the effect of  fluctuations  in foreign  exchange rates when
            determining  the gain or loss upon the sale or  maturity  of foreign
            currency  denominated debt obligations pursuant to US federal income
            tax regulations. Such amount is categorized as foreign exchange gain
            or loss  for both  financial  reporting  and  income  tax  reporting
            purposes.

            Net currency gains from valuing foreign currency  denominated assets
            and  liabilities  (other than  investments)  at period-end  exchange
            rates   are   reflected   as   a   component   of   net   unrealized
            appreciation/depreciation on investments, foreign currency holdings,
            and other assets and liabilities denominated in foreign currencies.

            Net realized  foreign  exchange gains of $92,317  represent  foreign
            exchange  gains  and  losses  from  sales  and  maturities  of  debt
            securities, holdings of foreign currencies,  transactions in forward
            foreign  currency  contracts,  exchange  gains  or  losses  realized
            between   the  trade   dates  and   settlement   dates  on  security
            transactions, and the difference between the amounts of interest and
            dividends  recorded on the Fund's books and the US dollar equivalent
            of the amounts actually received.

3.      FORWARD CURRENCY CONTRACTS
        The Fund conducts any currency  exchange  transactions  on a spot,  i.e.
        cash basis at the rate  prevailing in the currency  exchange  market.  A
        forward currency contract  typically  involves an obligation to purchase
        or sell a specific  currency  at a future  date,  which may be any fixed
        number of days from the date of the contract agreed upon by the parties,
        at a price set at the time of the contract.  When the Fund enters into a
        forward contract or other currency obligation, the Fund's custodian or a
        sub-custodian  will  place  cash  or high  grade  debt  securities  in a
        segregated  account  of the Fund in an amount  equal to the value of the
        Fund's total assets committed to the consummation of the obligation.  If
        the value of the securities  placed in the segregated  account declines,
        additional  cash or securities will be placed in the account so that the
        value  of the  account  will  be  equal  to  the  amount  of the  Fund's
        commitment  with  respect to the  contract.  During the six months ended
        August  31,  1997,  the  Fund  held no  such  contracts. 


                                       23
<PAGE>
THE NEW SOUTH AFRICA FUND
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
- --------------------------------------------------------------------------------

4.      INVESTMENT TRANSACTIONS
        For the six months ended August 31, 1997,  total  purchases and sales of
        portfolio investments excluding short-term securities,  were $41,120,391
        and $35,743,687, respectively.

5.      INVESTMENT ADVISER AND ADMINISTRATOR
        i)  Fleming  International  Asset Management Limited provides investment
            advisory  services  to the Fund  under  the  terms of an  Investment
            Advisory Agreement.  Under the Investment  Advisory  Agreement,  the
            Investment  Adviser is paid a monthly advisory fee at an annual rate
            of 1.25% of the Fund's aver age weekly net assets.

        ii) Bear  Stearns  Funds  Management  Inc.  (the  "Administrator"),   an
            affiliate of Bear,  Stearns & Co. Inc.  ("Bear  Stearns"),  provides
            administrative   services  to  the  Fund  under  an   Administration
            Agreement.  The Administrator receives a fee that is computed weekly
            and paid  quarterly at an annual rate of 0.15% of the Fund's average
            weekly net assets.

6.      TRANSACTIONS WITH AFFILIATES
        For the six months  ended  August 31,  1997,  the Fund paid  $118,936 in
        brokerage  commissions  to Fleming  Martin  Ltd.,  an  affiliate  of the
        Investment Adviser.

7.      CONCENTRATION OF RISK
        The South African and the Southern  African regions  securities  markets
        are substantially  smaller, less liquid and more volatile than the major
        securities  markets  in the  United  States.  A high  proportion  of the
        securities of many companies in South Africa or Southern African regions
        may be held by a limited  number of persons,  which may limit the number
        of  securities  available  for  investment  by  the  Fund.  The  limited
        liquidity  of South Africa and the Southern  African  region  securities
        markets  may also  affect  the  Fund's  ability to acquire or dispose of
        securities  at the price and time it wishes to do so. The Fund,  subject
        to local  investment  limitation,  may invest up to 10% of its assets in
        non-publicly traded equity securities which may involve a high degree of
        business  and  financial  risk and may  result  in  substantial  losses.
        Because of the current  absence of any liquid  trading  market for these
        investments,  the Fund may take longer to liquidate these positions than
        would  be the  case  for  publicly  traded  securities.  Although  these
        securities  may be  resold in  privately  negotiated  transactions,  the
        prices  realized on such sales could be less than those  originally paid
        by the Fund. Further, companies whose securities are not publicly traded
        may not be subject


                                       24
<PAGE>

THE NEW SOUTH AFRICA FUND
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
- --------------------------------------------------------------------------------

        to the disclosure and other investor protection  requirements applicable
        to companies whose securities are publicly  traded.  At August 31, 1997,
        the Fund held no such securities.

        The Fund is  permitted  to engage in the  trading of  sovereign  debt of
        South Africa or Southern  African  regions which  involves a substantial
        degree of risk. The issuer of the debt or the  governmental  authorities
        that  control the  repayment  of the debt may be unable or  unwilling to
        repay principal and/or interest when due in accordance with the terms of
        such debt. Sovereign debt in which the Fund invests may be considered to
        have credit  quality below  investment  grade as determined by US rating
        agencies.  As a result,  sovereign debt may be regarded as predominantly
        speculative  with respect to the  issuer's  capacity to pay interest and
        repay  principal in  accordance  with the terms of the  obligations  and
        involves major risk exposure to adverse conditions.  However, the Fund's
        investment in the government bond held at August 31, 1997 has been rated
        by US rating agencies as investment grade.

8.      CAPITAL STOCK
        The authorized capital stock of the Fund is 200,000,000 shares of common
        stock,  $0.001 par value. Of the 4,519,311 shares  outstanding at August
        31, 1997,  Robert Fleming Inc., an affiliate of the Investment  Adviser,
        owned  7,169  shares.  In addition  to the  issuance of common  stock to
        Robert  Fleming Inc., a public  offering of the Fund's shares by a group
        of  underwriters  resulted in the  issuance of  4,750,000  shares of the
        Fund's common stock.

        On February 29, 1996, the Board of Directors announced that it had given
        the Fund's investment adviser discretion to cause the Fund to repurchase
        up to 5% of the outstanding  shares when the discount to net asset value
        exceeds 20%. During the quarter ended May 31, 1996, the Fund repurchased
        5% or 237,858 of its outstanding shares.

        In addition,  on February 20, 1997,  the Board of Directors  announced a
        second  share  repurchase  program with  identical  terms to the initial
        program. Since the date of the announcement through August 31, 1997, the
        Fund has not made any such repurchases.

                                       25
<PAGE>


THE NEW SOUTH AFRICA FUND INC.
RESULTS OF ANNUAL MEETING OF SHAREHOLDERS (UNAUDITED)
- --------------------------------------------------------------------------------

On May 29, 1997, the annual meeting of the  shareholders of The New South Africa
Fund Inc. (the "Fund") was held and the following matters were voted upon:

(1)     To re-elect two directors to the Board of Directors of the Fund.

       NAME OF DIRECTOR       FOR       WITHHELD     NON-VOTES
       ----------------       ---       --------     ---------
       Iain O.S. Saunders   3,323,637    18,077      1,177,597
       Arthur Levy          3,330,765    10,949      1,177,597

In addition to the directors  re-elected at the meeting,  Anton Dirk Botha,  Dr.
Nthato H. Motlana, and Arnold Witkin continue to serve as directors of the Fund.

(2)     To  ratify  the  selection  of  Price   Waterhouse  LLP  as  independent
        accountants for the year ending February 28, 1998.

        FOR            AGAINST     ABSTAIN   NON-VOTES
        ---            -------     -------   ---------
        3,336,162       1,983       3,569    1,177,597



                                       26
<PAGE>



THE NEW SOUTH AFRICA FUND INC.
DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN
- --------------------------------------------------------------------------------

1.      Pursuant  to The New  South  Africa  Fund  Inc.  (the  "Fund")  Dividend
        Reinvestment  and Cash  Purchase  Plan  (the  "Plan")  each  shareholder
        ("Shareholder")  holding  shares  of  common  stock  in  the  Fund  will
        automatically  be a participant in the Plan,  unless PNC Bank,  National
        Association,  the Plan agent (the "Plan Agent"), is otherwise instructed
        by the Shareholder,  in writing,  to have all distributions,  net of any
        applicable US  withholding  tax, paid in cash.  Shareholders  who do not
        wish to participate in the Plan will receive all  distributions  in cash
        paid by check mailed directly to the Shareholder by the Plan Agent.  The
        Plan Agent will act as agent for individual  Shareholders  and will open
        an account for each  Shareholder  under the Plan in the same name as her
        or his present shares of common stock are registered.

2.      Whenever the directors of the Fund declare a capital gains  distribution
        or an  income  dividend  payable  in  shares  of  common  stock or cash,
        participating  Shareholders  will take  such  distribution  or  dividend
        entirely   in  shares  of  common   stock  and  the  Plan  Agent   shall
        automatically receive such shares of common stock,  including fractions,
        for the Shareholder's account,  except in the circumstances described in
        paragraph 3 below.

3.      Whenever  the market  price per share of common  stock equals or exceeds
        net asset value per share on the date the event described in paragraph 2
        above occurs,  participants will be issued shares of common stock at net
        asset  value or, if the net asset  value is less than 95% of the  market
        price  on  the  date  the  shares  of  common  stock  are  valued,  then
        participants will be issued shares valued at 95% of the market price. If
        net asset value per share of the common  stock at such time  exceeds the
        market  price of common  stock on the date such shares are  valued,  the
        Plan  Agent,  as agent for the  participants,  will buy shares of common
        stock  on  the  open  market,  on  the  New  York  Stock  Exchange  (the
        "Exchange") or elsewhere, for the participants' accounts. If, before the
        Plan Agent has completed its purchases, the market price exceeds the net
        asset value of shares,  the average per share purchase price paid by the
        Plan Agent may exceed the net asset  value of shares,  resulting  in the
        acquisition  of fewer  shares than if the dividend or  distribution  had
        been paid in shares issued by the Fund at net asset value. Additionally,
        if the market  price  exceeds the net asset  value of shares  before the
        Plan Agent has completed its  purchases,  the Plan Agent is permitted to
        cease purchasing shares and the Fund may issue the remaining shares at a
        price equal to the greater of (a) net asset value or (b) 95% of the then
        current market price. In a case where the Plan Agent has terminated open
        market  purchases  and the Fund has issued  the  remaining  shares,  the
        number of shares  received  by the  participant  in  respect of the cash
        dividend or distribution will be based on the weighted average of prices
        paid for shares  purchased in the open market and the price at which the
        Fund  issues  remain-

                                       27
<PAGE>

THE NEW SOUTH AFRICA FUND INC.
DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN (CONTINUED)
- --------------------------------------------------------------------------------



        ing  shares.  If the Fund should  declare an income  dividend or capital
        gains  distribution  payable  only in cash,  the  Plan  Agent  will,  as
        purchasing agent for the participants, buy shares of common stock in the
        open  market,  on the  Exchange  or  elsewhere,  for  the  participants'
        accounts on, or shortly after,  the payment date. To the extent the Plan
        Agent is unable to do so and,  before the Plan Agent has  completed  its
        purchases,  the market  price  exceeds the net asset value of the common
        stock,  the average per share  purchase price paid by the Plan Agent may
        exceed  the net  asset  value  of the  common  stock,  resulting  in the
        acquisition  of fewer  shares of common  stock than if the  dividend  or
        capital gains  distribution  had been paid in common stock issued by the
        Fund.  The Plan  Agent  will apply all cash  received  as a dividend  or
        capital  gains  distribution  to purchase  shares of common stock on the
        open  market  as soon as  practicable  after  the  payment  date of such
        dividend or capital  gains  distribution,  but in no event later than 30
        days after such date,  except where  necessary to comply with applicable
        provisions of the federal securities laws.

4.      Participants  in the Plan may make  additional cash payments to the Plan
        Agent, semi-annually,  in any amount from $100 to $3,000, for investment
        in shares of common  stock.  The Plan Agent will use all funds  received
        from  participants  to  purchase  shares in the open  market on or about
        February  15 and August 15 of each year.  Any  voluntary  cash  payments
        received  more than 30 days prior to these dates will be returned by the
        Plan  Agent,  and  interest  will  not be  paid on any  uninvested  cash
        payments.  Voluntary cash payments  should be received by the Plan Agent
        approximately  ten days before February 15 or August 15, as the case may
        be. A  participant  may  withdraw a  voluntary  cash  payment by written
        notice,  if the  notice is  received  by the Plan Agent not less than 48
        hours before the payment is to be invested.

5.      For all  purposes  of the Plan:  (a) the market  price of Fund shares of
        common stock on a  particular  date shall be the last sales price on the
        Exchange  on the close of the  previous  trading  day or, if there is no
        sale on the Exchange on that date, then the mean between the closing bid
        and asked  quotations  for such stock on the Exchange on such date,  (b)
        the  date  shares  of  common  stock  are  valued  is  the  dividend  or
        distribution  payment  date or, if that date is not an Exchange  trading
        day, the next  preceding  trading date and (c) net asset value per share
        of common stock or a  particular  date shall be as  determined  by or on
        behalf of the Fund.

6.      The  open-market  purchases  provided  for  above  may  be  made  on any
        securities  exchange  where the  shares of common  stock of the Fund are
        traded, in the  over-the-counter  market or in negotiated  transactions,
        and may be on such terms as to price, delivery and otherwise as the Plan
        Agent shall determine.  Funds held by the Plan Agent uninvested will not
        bear interest,  and

                                       28
<PAGE>


        it is  understood  that,  in any  event,  the Plan  Agent  shall have no
        liability in connection  with any inability to purchase shares of common
        stock within 30 days after the initial  date of such  purchase as herein
        provided,  or with the timing of any purchases effected.  The Plan Agent
        shall  have no  responsibility  as to the value of the  shares of common
        stock of the Fund acquired for Shareholders' accounts.

7.      The Plan Agent will hold shares of common stock acquired pursuant to the
        Plan in noncertificated  form in the participant's  name. The Plan Agent
        will forward to the  Shareholders  any proxy  solicitation  material and
        will  vote  any  shares  of  common  stock  so  held  for  each  of  the
        Shareholders only in accordance with the proxy returned by her or him to
        the  Fund.  In the  case of  Shareholders,  such as  banks,  brokers  or
        nominees,  that hold shares for others who are the beneficial  owners of
        such shares, the Plan Agent will administer the Plan on the basis of the
        number of shares  certified  from time to time by such  Shareholders  as
        representing   the  total  amount   registered   in  the  name  of  such
        Shareholders  and  held  for  the  account  of  beneficial   owners  who
        participate in the Plan. Upon a Shareholder's  written request, the Plan
        Agent will  deliver to her or him,  without  charge,  a  certificate  or
        certificates for the full shares of common stock.

8.      The Plan Agent will  confirm in writing  each  acquisition  made for the
        account of a Shareholder as soon as  practicable,  but not later than 60
        days after the date  thereof.  Although a  Shareholder  may from time to
        time have an undivided  fractional  interest  (computed to three decimal
        places) in a share of common stock of the Fund,  no  certificates  for a
        fractional share will be issued. However, dividends and distributions on
        fractional shares of common stock will be credited to such Shareholder's
        account.  In the event of termination of a  Shareholder's  account under
        the Plan, the Plan Agent will adjust for any such  undivided  fractional
        interest  in cash at the market  value of the shares of common  stock at
        the time of termination.

9.      Any stock dividends or split shares distributed by the Fund on shares of
        common stock held by the Plan Agent for a  Shareholder  will be credited
        to  such  Shareholder's  account.  In the  event  that  the  Fund  makes
        available to Shareholders rights to purchase additional shares of common
        stock or other  securities,  the Plan  Agent  will sell such  rights and
        apply the proceeds of the sale to the purchase of  additional  shares of
        common stock of the Fund for the account of such Shareholders.

10.     The  Shareholders  each will be  charged a pro rata  share of  brokerage
        commissions on all open market purchases.

11.     Each  Shareholder  may  terminate  her or his account  under the Plan by
        notifying the Plan Agent in writing.  Such termination will be effective
        immediately  if notice is  received  by the Plan  Agent not less than 10
        days prior to

                                       29
<PAGE>

THE NEW SOUTH AFRICA FUND INC.
DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN
- --------------------------------------------------------------------------------

        any dividend or  distribution  record date;  otherwise such  termination
        will  be  effective,   with  respect  to  any  subsequent   dividend  or
        distributions,   on  the  first   trading  day  after  the  dividend  or
        distribution  paid for such record date shall have been  credited to the
        Shareholder's  account.  The Plan may be terminated by the Plan Agent or
        the Fund as applied to any voluntary cash payments made and any dividend
        or  distributions  paid  subsequent  to  notice of the  terminations  in
        writing  mailed  to the  Shareholders  at  least  30 days  prior  to the
        relevant  semi-annual  voluntary  payment date or to any record date for
        the  payment  of any  dividend  or  distribution  by the Fund.  Upon any
        termination the Plan Agent will cause a certificate or certificates  for
        the  full  shares  held  for each  Shareholder  under  the Plan and cash
        adjustment for any fraction to be delivered to her or him.

12.     These terms and  conditions may be amended or  supplemented  by the Plan
        Agent or the Fund at any time or times but,  except  when  necessary  or
        appropriate  to comply with  applicable  law or the rules or policies of
        the  Securities  and  Exchange   Commission  or  any  other   regulatory
        authority,  only by  mailing  to the  Shareholders  appropriate  written
        notice  at  least  30 days  prior  to be  effective  date  thereof.  The
        amendment or supplement  shall be deemed to be accepted by a Shareholder
        unless,  prior to the effective  date thereof,  the Plan Agent  receives
        written notice of the  termination of such  Shareholder's  account under
        the Plan.  Any such  amendment  may include an  appointment  by the Plan
        Agent in its place and stead of a successor Plan Agent under these terms
        and  conditions,  with full power and authority to perform all or any of
        the acts to be  performed  by the  Plan  Agent  under  these  terms  and
        conditions. Upon any such appointment of a Plan Agent for the purpose of
        receiving  dividends and  distributions,  the Fund will be authorized to
        pay to such  successor  Plan  Agent,  for  Shareholders'  accounts,  all
        dividends and distributions payable on the share of common stock held in
        the Shareholders' name or under the Plan for retention or application by
        such successor Plan Agent as provided in these terms and conditions.

13.     The Plan Agent shall at all times act in good faith and agree to use its
        best  efforts  within  reasonable  limits to ensure the  accuracy of all
        services performed under its Plan and to comply with applicable law, but
        assumes no responsibility and shall not be liable for loss or damage due
        errors  unless  such  error is  caused by its  negligence,  bad faith or
        willful misconduct or that of its employees.

14.     All  correspondence  concerning  the Plan should be directed to the Plan
        Agent, c/o PFPC Inc., 400 Bellevue Parkway,  Wilmington,  Delaware 19809
        or by telephone at 1-800-852-4750.


                                       30

<PAGE>

This report,  including the financial  statements  herein, is transmitted to the
shareholders  of The New South  Africa  Fund Inc.  for  their  information.  The
financial  information  included  herein is taken  from the  records of the Fund
without  audit by the  Fund's  independent  accountants  who do not  express  an
opinion thereon. This is not a prospectus,  circular or representation  intended
for use in the  purchase of shares of the Fund or any  securities  mentioned  in
this report.

Notice  is hereby  given in  accordance  with  Section  23(c) of the  Investment
Company  Act of 1940 that the Fund may  purchase  at market  prices from time to
time shares of its common stock in the open market.

Comparisons  between changes in the Fund's net asset value per share and changes
in the Johannesburg Stock Exchange All Share Index should be considered in light
of the Fund's investment policy and objectives,  the characteristics and quality
of the  Fund's  investments,  the  size of the  Fund  and  variations  in the US
dollar/rand exchange rate.

<PAGE>



                                      NSA
                                     Listed
                                      NYSE
                            New York Stock Exchange

                       Bear Stearns Funds Management Inc.
                Administrator for The New South Africa Fund Inc.
                                245 Park Avenue
                               New York, NY 10167
                            Telephone (212) 272-2479





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