UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
INVESTMENT COMPANY ACT FILE NUMBER 811-06115
THE SINGAPORE FUND, INC.
(Exact name of registrant as specified in charter)
c/o Daiwa Securities Trust Company
One Evertrust Plaza, 9th Floor
Jersey City, New Jersey 07302-3051
(Address of principal executive offices) (Zip code)
c/o Daiwa Securities Trust Company
One Evertrust Plaza, 9th Floor
Jersey City, New Jersey 07302-3051
(Name and address of agent for service)
REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: (201) 915-3054
DATE OF FISCAL YEAR END: October 31
DATE OF REPORTING PERIOD: April 30, 2008
Item 1. Reports to Stockholders.
The Singapore Fund, Inc.
General Information (unaudited)
The Fund
The Singapore Fund, Inc. (the “Fund”) is a non-diversified, closed-end management investment company. Its primary investment objective is capital appreciation, which it seeks through investment primarily in Singapore equity securities, and to a lesser degree, investment in equity securities issued by companies in ASEAN Group countries. The ASEAN Group currently is composed of Brunei, Cambodia, Indonesia, Laos, Malaysia, Myanmar (formerly Burma), the Philippines, Singapore, Thailand and Vietnam. The Fund’s Investment Manager is DBS Asset Management (United States) Pte. Ltd. (the “Manager”), an indirectly wholly-owned subsidiary of The Development Bank of Singapore, Ltd. Daiwa SB Investments (Singapore) Ltd. provides the Manager with advice regarding investments.
Shareholder Information
The Fund’s shares are listed on the New York Stock Exchange (“NYSE”). The Fund understands that its shares may trade periodically on certain exchanges other than the NYSE, but the Fund has not listed its shares on those other exchanges and does not encourage trading on those exchanges. The Fund’s NYSE trading symbol is “SGF”. Weekly comparative net asset value (“NAV”) and market price information about the Fund is published each Monday in The Wall Street Journal, each Sunday in The New York Times and each Saturday in Barron’s, and also in many other newspapers. The Fund’s daily NAV is also available by visiting www.daiwast.com or calling (800) 933-3440 or (201) 915-3020. Also, the Fund’s website includes a monthly market review, a list of the Fund’s top ten industries and holdings, its proxy voting policies and procedures, its code of ethics and its audit committee charter.
Inquiries
Inquiries concerning your registered share account should be directed to the American Stock Transfer & Trust Company (the “Plan Agent”) at the number noted below. All written inquiries should be directed to The Singapore Fund, Inc., c/o Daiwa Securities Trust Company, One Evertrust Plaza, 9th Floor, Jersey City, NJ 07302-3051.
Restriction on Beneficial Ownership by Singapore Residents
The Fund expects to continue to qualify for a Singapore income tax exemption granted to non-Singapore resident investors with respect to certain types of income derived from Singapore sources. In order for the Fund to be treated as a non-Singapore resident, and therefore qualify for this exemption, not more than 5% of the Fund’s issued share capital may be beneficially owned, directly or indirectly, by Singapore residents. For this reason, the Fund’s Board of Directors has restricted, and in the future may prohibit, the transfer of the Fund’s shares to residents of Singapore.
Proxy Voting Policies and Procedures
A description of the policies and procedures that are used by the Fund’s Manager determine how to vote proxies relating to the Fund’s portfolio securities is available (1) without charge, upon request, by calling collect (201) 915-3054; (2) by visiting www.daiwast.com; and (3) as an exhibit to the Fund’s annual report on Form N-CSR which is available on the website of the Securities and Exchange Commission (the “Commission”) at www.sec.gov. Information regarding how the Manager votes these proxies is now available by calling the same number and is available on the Commission’s website. The Fund has filed its report on Form N-PX covering the Fund’s proxy voting record for the 12-month period ended June 30, 2007.
The Singapore Fund, Inc.
Quarterly Portfolio of Investments
A Portfolio of Investments is filed as of the end of the first and third quarters of each fiscal year on Form N-Q and is available on the Commission’s website at www.sec.gov and the Fund’s website at www.daiwast.com. Additionally, the Portfolio of Investments may be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330. The quarterly Portfolio of Investments will be made available without charge, upon request, by calling (201) 915-3054.
Certifications
The Fund’s chief executive officer has certified to the NYSE that, as of June 2, 2008, he was not aware of any violation by the Fund of applicable NYSE corporate governance listing standards. The Fund also has included the certifications of the Fund’s chief executive officer and chief financial officer required by Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002 in the Fund’s Form N-CSR filed with the Commission for the period of this report.
Dividend Reinvestment and Cash Purchase Plan
A Dividend Reinvestment and Cash Purchase Plan (the “Plan”) is available to provide Shareholders with automatic reinvestment of dividends and capital gain distributions in additional Fund shares. The Plan also allows you to make optional semi-annual cash investments in Fund shares through the Plan Agent. A brochure fully describing the Plan’s terms and conditions is available on the Fund’s website at www.daiwast.com and from the Plan Agent by calling (866) 669-9903 or by writing The Singapore Fund, Inc., c/o the American Stock Transfer & Trust Company, 59 Maiden Lane, New York, NY 10038.
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The Singapore Fund, Inc.
Shareholder Letter (unaudited)
May 14, 2008
Dear Shareholders:
We are pleased to present the Semi-Annual Report of The Singapore Fund, Inc. (the “Fund”) for the six months ended April 30, 2008.
Performance Review
US$ Terms | Nov’07 to Jan’08 | Feb’08 to Apr’08 |
Singapore Fund | –23.91% | +5.88% |
Straits Times Index (“STI”) | –19.02% | +11.25% |
Relative to Benchmark Index | –4.89% | –5.37% |
Source: Bloomberg, USD, NAV-NAV basis with dividends reinvested, if any.
In the first quarter ended January 31, 2008, the Fund underperformed the Straits Times Index (“STI”) benchmark by 4.89 percentage points, while in the second quarter ended April 30, 2008, the Fund underperformed the STI by 5.37 percentage points. For the six months ended April 30, 2008, the Fund’s net asset value (“NAV”) (including dividends) fell by 19.44% compared to the STI’s fall of 10.74% over the same period.
The underperformance was mainly attributable to the Fund’s overweight position in China-related stocks (known collectively as S-Chips) from late 2007 to early 2008. The investment view of the Fund’s Investment Manager then was predicated on the potential investment outflows from China under the recently adopted Qualified Domestic Institutional Investor (QDII) and Qualified Domestic Retail Investor (QDRI) regulations to the benefit of such stocks. However, these investment programs have been temporarily halted by the Chinese government in the wake of uncertainty in global equity markets and a weak Chinese domestic equity market. The Investment Manager has since reduced the Fund’s portfolio allocation to these stocks. In addition, the Investment Manager’s relatively cautious view led it to hold a significant portion of the Fund’s assets in cash, which exerted a drag when the market rallied in late March 2008.
Market Review
The STI started at 2599 in the six-month period and closed at 2318 on April 30, 2008. Since the start of the period, the STI was on a down trend until March 2008, only to be punctuated by occasional but short rallies. On March 20, 2008, there was a distinct reversal in the down trend after the STI had seen support at the 2018 level in the previous weeks. Thereafter, the STI moved sharply upwards in the next two weeks, posting gains of 13% in the short period. In recent weeks, the STI appears to be consolidating at the 2300 level.
The top performing stocks in this period were Wilmar International (18.4%), Thai Beverage (12.5%), and Jardine Strategic (4.5%); while the worst performers were the Chinese shipbuilders Cosco Corp. (–56.6%) and Yangzijiang (–55.2%), and Singapore Exchange (–41.4%).
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The Singapore Fund, Inc.
Outlook and Strategy
| Benchmark (%) | Portfolio (%) | Comments |
Finance | 34.5 | 25.4 | Loan growth remains robust but we do expect the pace to slow into the second half of 2008. Sector limit of 25% is applicable, and the Fund is prohibited from owning DBS Group. |
Real Estate | 16.3 | 11.3 | Risk if higher rates and slowing external demand negatively impact sentiment. Transactions have dried up in the primary and secondary markets. |
Telecommunication & Media | 11.9 | 11.0 | We are relatively neutral on this sector. High dividend gains can be derived from this sector. |
Transport | 5.4 | 3.0 | The sector should benefit from the government’s push for greater use of public transport. |
Consumer Discretionary | 5.2 | 1.7 | Underweight due to earnings risk as discretionary spending negatively impacted by inflation. |
Consumer Staples | 6.2 | 6.7 | Largely neutral in plantation sector. Looking for opportunities to add. |
Industrials | 20.5 | 21.6 | Favorable prospects due to spending on the integrated resorts and the strong growth in the offshore marine engineering sector. |
Energy | — | 7.5 | Positive on energy prices. |
Information Tech | — | 2.0 | Company specific idea. |
Cash | — | 9.8 | Targeting to run down. |
Stock market valuation is back to the five-year average of more than 14 times prospective earnings. But the Investment Manager sees further upside to the market in a more risk seeking environment compared to the first quarter of this calendar year. Singapore, with its strong macro-economic fundamentals, has the policy flexibility to deal with the twin challenges of slower external growth and inflation. As such, it is likely to be an overweight within the regional allocations.
The Investment Manager favors domestic-oriented sectors where earnings are expected to remain fairly resilient in the face of slowing external demand. It believes banks and offshore marine sectors will lead the market higher. Banks are expected to deliver good results on the back of strong loan growth and improving margins on corporate loans. Demand for offshore marine equipment continues to surprise the Investment Manager on the upside. In real estate, it prefers real estate investment trusts (“REITs”) over property developers and investors, in light of looming supply. The telecom sector is likely to be a source of funding and profit taking. The Investment Manager believes the current environment offers investors rare opportunities to accumulate companies with a strong business franchise and sustainable earnings growth at a reasonable price. It has started to run down the Fund’s cash holding.
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The Singapore Fund, Inc.
At this point in time, regional inflation and the health of the U.S. property market present the largest risks to the Investment Manager’s positive view on the market.
Portfolio Management
Mr. Kam Yoke Meng has taken over as the portfolio manager since May 2008. He will be responsible for the day-to-day management of the Fund. Yoke Meng joined DBS Asset Management Ltd., of which the Fund’s Investment Manager, DBS Asset Management (United States) Pte. Ltd., is a wholly owned subsidiary, in December 2007. Prior to this, he was the Deputy Head of Asian Equities at Lion Capital Management Limited for 14 years.
Mr. Teo Chon Kiat supports Yoke Meng as the alternate portfolio manager. Chon Kiat has been with DBS Asset Management Ltd. since 1998. Since then, he has been managing institution and retail funds.
The Fund’s management would like to thank you for your participation in The Singapore Fund, Inc. and would be pleased to hear from you.
Sincerely,
MASAMICHI YOKOI
Chairman of the Board
5
The Singapore Fund, Inc.
Portfolio of Investments
April 30, 2008 (unaudited)
COMMON STOCKS—89.65%
| | |
SINGAPORE—89.65% | |
Apparel—0.68% | |
4,184,000 | China Eratat Sports Fashion, Ltd.* | |
Banks—21.42% | |
2,363,000 | Oversea-Chinese Banking Corp. Ltd. | 15,402,924 |
1,259,000 | United Overseas Bank Ltd. | |
| | |
Building Materials—2.04% | |
1,658,000 | Hong Leong Asia Ltd. | |
Coal Mining—2.08% | |
1,368,000 | Straits Asia Resources Ltd. | |
Commercial Services—1.67% | |
856,000 | SIA Engineering Co Ltd.† | |
Communications—Media—1.02% | |
499,000 | Singapore Press Holdings Ltd. | |
Conglomerate—1.31% | |
676,000 | Sembcorp Industries Ltd.† | |
Diversified Financial—3.79% | |
961,000 | Singapore Exchange Ltd. | |
Electrical Products & Computers—2.01% | |
4,290,000 | CSE Global Ltd. | |
Food, Beverage, Tobacco—2.32% | |
1,886,500 | Olam International Ltd. | |
Health & Personal Care—4.36% | |
2,059,000 | Wilmar International Ltd. | |
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The Singapore Fund, Inc.
Industrial—2.34% | |
1,578,000 | Singapore Technologies Engineering Ltd.† | |
Machinery—2.52% | |
2,552,000 | Tat Hong Holdings Ltd. | |
Oil & Gas Extraction—2.95% | |
890,000 | Singapore Petroleum Co.. Ltd.† | |
Property Development—9.93% | |
973,000 | Capital and Ltd.† | 4,866,075 |
377,000 | City Developments Ltd. | 3,359,873 |
1,332,000 | Hongkong Land Holdings, Ltd. | 6,047,280 |
1,662,000 | Pan Hong Property Group Ltd. | 593,703 |
596,000 | Yanlord Land Group Ltd. | |
| | |
Real Estate Investment Trust—1.32% | |
1,495,000 | CDL Hospitality Trusts | |
Shipyards—5.44% | |
1,146,000 | Keppel Corp Ltd.† | |
Telecommunications—10.95% | |
5,264,000 | Singapore Telecommunications Ltd.† | 14,965,780 |
1,151,940 | StarHub Ltd.† | |
| | |
Transportation—Air—2.93% | |
398,340 | Singapore Airlines Ltd.† | |
Transportation—Marine—8.57% | |
2,785,000 | Cosco Corp. (Singapore) Ltd. | $ 6,481,992 |
5,921,000 | CWT Ltd. | 3,401,620 |
2,178,000 | Ezra Holdings Ltd. | |
| | |
Total Common Stocks (Cost—$102,681,095) | |
TIME DEPOSITS—1.00%
| |
U.S. DOLLAR—1.00% | |
$63 Bank of New York, 0.05%, due 5/1/08 | $ 63,307 |
1,537 Citibank Singapore, 1.41%, due 5/1/08 | |
Total U.S. Dollar Time Deposits (Cost—$1,600,503) | |
Total Investments—90.65% (Cost—$104,281,598) | 145,228,779 |
Other assets less liabilities—9.35% | |
NET ASSETS (Applicable to 9,363,114 shares of capital stock outstanding; equivalent to $17.11 per share)—100.00% | |
________________________
* | Non-income producing securities. |
† | Deemed to be an affiliated issuer (see page 9). |
See accompanying notes to financial statements.
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The Singapore Fund, Inc.
EQUITY CLASSIFICATIONS HELD
April 30, 2008 (unaudited)
| |
Banks | 21.42% |
Telecommunications | 10.95 |
Property Development | 9.93 |
Transportation—Marine | 8.57 |
Shipyards | 5.44 |
Health & Personal Care | 4.36 |
Diversified Financial | 3.79 |
Oil & Gas Extraction | 2.95 |
Transportation—Air | 2.93 |
Machinery | 2.52 |
Industrial | 2.34 |
Food, Beverage, Tobacco | 2.32 |
Coal Mining | 2.08 |
Building Materials | 2.04 |
Electrical Products & Computers | 2.01 |
Commercial Services | 1.67 |
Real Estate Investment Trust | 1.32 |
Conglomerate | 1.31 |
Communications—Media | 1.02 |
Apparel | 0.68 |
TEN LARGEST EQUITY POSITIONS HELD
April 30, 2008 (unaudited)
| |
United Overseas Bank Ltd. | 11.81% |
Oversea-Chinese Banking Corp. Ltd. | 9.61 |
Singapore Telecommunications Ltd | 9.34 |
Keppel Corp. Ltd | 5.44 |
Wilmar International Ltd. | 4.36 |
Cosco Corp. (Singapore) Ltd. | 4.05 |
Singapore Exchange Ltd. | 3.79 |
Hongkong Land Holdings, Ltd. | 3.77 |
Capitaland Ltd. | 3.04 |
Singapore Petroleum Co. Ltd. | 2.95 |
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The Singapore Fund, Inc.
Affiliated Holdings
Temasek Holdings, an Asian investment company located in Singapore, owns 28% of DBS Group, the parent of the Manager. Temasek Holdings also owns at least 25% of the following portfolio securities, which are deemed affiliated holdings because of this common ownership.
Name of Affiliated Holding | Number of Shares Held October 31, 2007 | | | Number of Shares Held April 30, 2008 | Market Value at April 30, 2008 | |
Ascott Residence Trust | 2,889,000 | $ — | $2,933,123 | — | $ — | $ — |
Capitaland Ltd. | 1,325,000 | 540,261 | 654,864 | 973,000 | 4,866,075 | — |
Keppel Corp. Ltd. | 1,100,000 | 1,339,964 | 96,362 | 1,146,000 | 8,710,849 | 462,673 |
Keppel Land Ltd. | 380,000 | — | 394,707 | — | — | — |
Mapletree Logistics Trust | 3,347,000 | — | 2,070,194 | — | — | 36,942 |
SIA Engineering Co. Ltd. | 1,512,000 | 1,081,063 | 2,468,027 | 856,000 | 2,679,532 | 41,775 |
Sembcorp Industries Ltd. | 1,250,000 | — | 759,284 | 676,000 | 2,091,184 | 74,433 |
Singapore Airlines Ltd. | 387,340 | 1,500,564 | 594,563 | 398,340 | 4,694,292 | 53,509 |
Singapore Petroleum Co. Ltd. | 490,000 | 1,991,659 | — | 890,000 | 4,719,747 | 261,784 |
Singapore Post Ltd. | 3,300,000 | — | 2,032,544 | — | — | 28,386 |
Singapore Technologies | | | | | | |
Engineering Ltd. | 1,400,000 | 2,328,320 | 791,782 | 1,578,000 | 3,742,476 | — |
Singapore | | | | | | |
Telecommunications Ltd. | 5,510,000 | 3,836,691 | 1,177,847 | 5,264,000 | 14,965,780 | 212,705 |
StarHub Ltd. | 916,940 | 1,339,758 | 335,830 | 1,151,940 | | |
Total | | | | | | |
9
The Singapore Fund, Inc.
Statement of Assets and Liabilities
April 30, 2008 (unaudited)
Assets | | |
Investment in securities, at value: | | |
Unaffiliated securities (cost—$ 74,885,852) | $ 96,179,557 | |
Affiliated securities (cost—$ 29,395,746) | | $ 145,228,779 |
Cash denominated in foreign currency (cost—$ 13,876,646) | | 14,121,491 |
Interest and dividends receivable | | 1,493,386 |
Prepaid expenses | | |
Total assets | | |
Liabilities | | |
Payable for securities purchased | | 365,866 |
Payable for management fees | | 90,732 |
Payable for advisory fees | | 46,244 |
Payable for other affiliates | | 37,086 |
Accrued expenses and other liabilities | | |
Total liabilities | | |
Net Assets | | |
Net Assets consist of: | | |
Capital stock, $ 0.01 par value per share; total 100,000,000 shares authorized; 9,363,114 shares issued and outstanding | | 93,631 |
Paid-in capital in excess of par value | | 108,197,103 |
Accumulated net investment loss | | (7,335,907) |
Undistributed net realized gain on investments | | 18,062,907 |
Net unrealized appreciation on investments and other assets and liabilities denominated in foreign currency | | |
Net assets applicable to shares outstanding | | |
Net Asset Value Per Share | | |
See accompanying notes to financial statements.
10
The Singapore Fund, Inc.
Statement of Operations
For the Six Months Ended April 30, 2008 (unaudited)
Investment income: | | |
Dividends: | | |
Unaffiliated securities (net of withholding taxes of—$25,632) | $ 1,058,779 | |
Affiliated securities | | $ 2,294,681 |
Interest | | |
Total investment income | | |
Expenses: | | |
Investment management fee | | 592,457 |
Investment advisory fee | | 299,959 |
Administration fee and expenses | | 235,838 |
Custodian fees and expenses | | 79,374 |
Audit and tax services | | 46,246 |
Directors’ fees and expenses | | 43,262 |
Legal fees and expenses | | 42,978 |
Reports and notices to shareholders | | 26,852 |
Insurance expense | | 21,302 |
Transfer agency fee and expenses | | 7,647 |
Other | | |
Total expenses | | |
Net investment income before tax | | 896,603 |
Provision for tax applicable to net investment income | | |
Net investment income | | |
Realized and unrealized gains from investment activities and foreign currency transactions: | | |
Net realized gains on investments: | | |
Unaffiliated securities | 5,380,610 | |
Affiliated securities | | 16,404,251 |
Net realized foreign currency transaction gains | | 451,868 |
Net change in unrealized appreciation (depreciation) on investments in equity securities | | (57,225,200) |
Net change in unrealized appreciation (depreciation) on short-term investments and other assets and liabilities denominated in foreign currency | | |
Net realized and unrealized losses from investment activities and foreign currency transactions | | |
Net decrease in net assets resulting from operations | | |
See accompanying notes to financial statements.
11
The Singapore Fund, Inc.
Statement of Changes in Net Assets
| For the Six Months Ended April 30, 2008 (unaudited) | For the Year Ended October 31, 2007 |
Increase (decrease) in net assets from operations: | | |
Net investment income | $ 844,073 | $ 1,483,475 |
Net realized gain on: | | |
Investments | 16,404,251 | 16,200,454 |
Foreign currency transactions | 451,868 | 835,062 |
Net change in unrealized appreciation (depreciation) on: | | |
Investments in equity securities | (57,225,200) | 62,797,734 |
Translation of short-term investments and other assets and liabilities denominated in foreign currency | | |
Net increase (decrease) in net assets resulting from operations | | |
Dividends and distributions to shareholders from: | | |
Net realized gains from investment and foreign currency transactions | (1,391,125) | |
Net investment income | | |
Total dividends and distributions to shareholders | | |
From capital stock transactions: | | |
Sale of capital stock resulting from: | | |
Reinvestment of dividends | | |
Net increase (decrease) in net assets | (51,511,142) | 77,259,841 |
Net assets: | | |
Beginning of period | | |
End of period (including accumulated net investment loss and undistributed net investment income of $ (7,335,907) and $ 5,372,094, respectively) | | |
See accompanying notes to financial statements.
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The Singapore Fund, Inc.
Notes to Financial Statements
Organization and Significant Accounting Policies
The Singapore Fund, Inc. (the “Fund”) was incorporated in Maryland on May 31, 1990 and commenced operations on July 31, 1990. It is registered with the Securities and Exchange Commission as a closed-end, non-diversified management investment company.
The following significant accounting policies are in conformity with generally accepted accounting principles in the Unites States of America for investment companies. Such policies are consistently followed by the Fund in the preparation of its financial statements. The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts and disclosures in the financial statements. Actual reporting results could differ from those estimates.
Valuation of Investments—Securities which are listed on foreign stock exchanges and for which market quotations are readily available are valued at the last sale price on the exchange on which the securities are traded, as of the close of business on the day the securities are being valued or, lacking any sales on such day, at the closing price quoted for such securities. However, if bid and asked quotations are available, such securities are valued at the mean between the last current bid and asked prices, rather than at such quoted closing price. Securities that are traded over-the-counter, if bid and asked price quotations are available, are valued at the mean between the current bid and asked prices, or, if such quotations are not available, are valued as determined in good faith by the Board of Directors (the “Board”) of the Fund. In instances where quotations are not readily available or where the price as determined by the above procedures is deemed not to represent fair market value, fair value will be determined in such manner as the Board may prescribe. Short-term investments having maturity of 60 days or less are valued at amortized cost, except where the Board determines that such valuation does not represent the fair value of the investment. All other securities and assets are valued at fair value as determined in good faith by, or under the direction of, the Board.
Foreign Currency Translation—The books and records of the Fund are maintained in U.S. dollars as follows: (1) the foreign currency market value of investment securities and other assets and liabilities stated in foreign currencies are translated at the exchange rates prevailing at the end of the period; and (2) purchases, sales, income and expenses are translated at the rate of exchange prevailing on the respective dates of such transactions. The resulting exchange gains and losses are included in the Statement of Operations. The Fund does not isolate the effect of fluctuations in the market price of securities.
Tax Status—The Fund intends to continue to distribute substantially all of its taxable income and to comply with the minimum distribution and other requirements of the Internal Revenue Code of 1986 applicable to regulated investment companies. Accordingly, no provision for federal income or excise taxes is required. During the six months ended April 30, 2008, the Fund was subject to withholding tax, ranging from 10% to 20%, on certain income from its investments.
The Fund continues to meet the conditions required to qualify for the exemption from Singapore income tax, available to non-Singapore residents who are beneficiaries of funds managed by approved fund managers, in respect of certain types of income. Accordingly, no provision for Singapore income tax is required.
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The Singapore Fund, Inc.
Notes to Financial Statements (continued)
Investment Transactions and Investment Income—Investment transactions are recorded on the trade date (the date upon which the order to buy or sell is executed). Realized and unrealized gains and losses from security and foreign currency transactions are calculated on the identified cost basis. Dividend income and corporate actions are recorded on the ex-date, except for certain dividends and corporate actions involving foreign securities which may be recorded after the ex-date, as soon as the Fund acquires information regarding such dividends or corporate actions. Interest income is recorded on an accrual basis.
Dividends and Distributions to Shareholders—The Fund records dividends and distributions payable to its shareholders 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 federal income tax regulations, which may differ from generally accepted accounting principles. These book basis/tax basis (“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 the capital accounts based on their federal tax-basis treatment; temporary differences do not require reclassifications. Dividends and distributions which exceed net investment income and net realized capital gains for tax purposes are reported as distributions of paid-in-capital.
Forward Foreign Currency Contracts—The Fund may enter into forward foreign currency exchange contracts in connection with planned purchases or sales of securities or to hedge the U.S. dollar value of its assets denominated in a particular currency, subject to a maximum limitation of 20% of the value of its total assets committed to the consummation of such forward foreign currency contracts. In addition, the Fund will not take positions in foreign forward currency contracts where the settlement commitment exceeds the value of its assets denominated in the currency of the contract. If the Fund enters into forward foreign currency contracts, its custodian or subcustodian will maintain cash or readily marketable 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 such contracts. Risks may arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.
New Accounting Pronouncement—In July 2006, Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement 109 (FIN 48) was issued and is effective for fiscal years beginning after December 15, 2006. FIN 48 sets forth a threshold for financial statement recognition, measurement and disclosure of a tax position taken or expected to be taken on a tax return. Management has concluded that the adoption of FIN 48 did not result in a material impact to the Fund’s net assets, results of operations and financial statement disclosures. Management will continue to monitor the Fund’s tax positions prospectively for potential future impacts.
In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”). FAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. FAS 157 applies to reporting periods beginning after November 15, 2007. The adoption of FAS 157 is not expected to have a material impact on the Fund’s financial statements.
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The Singapore Fund, Inc.
Notes to Financial Statements (continued)
Investment Manager and Investment Adviser
The Fund has entered into an Investment Management Agreement (the “Management Agreement”) with DBS Asset Management (United States) Pte. Ltd. (the “Manager”). Pursuant to the Management Agreement, the Manager makes investment management decisions relating to the Fund’s assets. For such services, the Fund pays the Manager a monthly fee at an annual rate of 0.80% of the first $50 million of the Fund’s average weekly net assets and 0.66% of the Fund’s average weekly net assets in excess of $50 million. In addition, as permitted by the Management Agreement, the Fund reimburses the Manager for its out-of-pocket expenses related to the Fund. During the six months ended April 30, 2008, no out-of-pocket expenses were paid to the Manager.
The Fund has entered into an Investment Advisory Agreement (the “Advisory Agreement”) with Daiwa SB Investments (Singapore) Limited (the “Adviser”), which provides general and specific investment advice to the Manager with respect to the Fund’s assets. The Fund pays the Adviser a monthly fee at an annual rate of 0.40% of the first $50 million of the Fund’s average weekly net assets and 0.34% of the Fund’s average weekly net assets in excess of $50 million. In addition, as permitted by the Advisory Agreement, the Fund reimburses the Adviser for its out-of-pocket expenses related to the Fund. During the six months ended April 30, 2008, no out-of-pocket expenses were paid to the Adviser.
At April 30, 2008, the Fund owed to the Manager and the Adviser $90,732 and $46,243 for management and advisory fees, respectively.
Administrator and Custodian and Other Related Parties
Daiwa Securities Trust Company (“DSTC”), an affiliate of the Adviser, provides certain administrative services to the Fund. For such services, the Fund pays DSTC a monthly fee at an annual rate of 0.20% of the Fund’s average weekly net assets, with a minimum fee of $150,000. In addition, as permitted by the Administration Agreement, the Fund reimburses the Administrator for its out-of-pocket expenses related to the Fund. During the six months ended April 30, 2008, expenses of $16,166 were paid to the Administrator, representing reimbursement to the Administrator of costs relating to the attendance by its employees at meetings of the Fund’s Board.
The Board of Directors of the Fund has also approved the payment of the administrative compliance expense for the Fund in the amount of $104,000 per annum to DSTC, for services provided by DSTC staff in implementing the Fund’s compliance management system and the Fund’s compliance review program. This amount is included in the administration fee in the Fund’s Statement of Operations.
DSTC also acts as custodian for the Fund’s assets and appoints subcustodians for the Fund’s assets held outside of the United States. DSTC has appointed DBS Bank Ltd. (“DBS Bank”), an affiliate of the Manager, to act as the subcustodian for all of the cash and securities of the Fund held in Singapore. As compensation for its services as custodian, DSTC receives a monthly fee and reimbursement of out-of- pocket expenses related to the Fund. Such expenses include the fees and out-of-pocket expenses of each of the subcustodians. During the six months ended April 30, 2008, DSTC earned $17,721 and DBS Bank earned $58,833 from the Fund for their respective custodial services.
15
The Singapore Fund, Inc.
Notes to Financial Statements (concluded)
At April 30, 2008, the Fund owed to DSTC $25,756, $8,667 and $30,228 for administration, compliance and custodian fees, respectively. The latter amount includes fees and expenses payable to DBS Bank totaling $26,503.
During the six months ended April 30, 2008, the Fund paid or accrued $42,978 for legal services, in connection with the Fund’s on-going operations, to a law firm of which the Fund’s Assistant Secretary is a consultant.
Investments in Securities and Federal Income Tax Matters
For federal income tax purposes, the cost of securities owned at April 30, 2008 was $103,793,475, excluding short-term interest-bearing investments. At April 30, 2008, the net unrealized appreciation on investments, excluding short-term securities, of $39,834,800 was composed of gross appreciation of $42,056,031 for those investments having an excess of value over cost, and gross depreciation of $2,221,231 for those investments having an excess of cost over value. For the six months ended April 30, 2008, the total aggregate cost of purchases and net proceeds from sales of portfolio securities, excluding the short-term securities, were $68,375,553 and $87,433,459, respectively.
Concentration of Risk
Investments in countries in which the Fund may invest may involve certain considerations and risks not typically associated with U.S. investments as a result of, among others, the possibility of future political and economic developments and the level of governmental supervision and regulation of the securities markets in which the Fund invests.
At April 30, 2008, the Fund had 19,018,683 Singapore Dollars valued at $14,008,016 on deposit with a single financial institution.
Capital Stock
There are 100,000,000 shares of $0.01 par value common stock authorized. During the six months ended April 30, 2008, 88,942 shares were issued as a result of the reinvestment of dividends paid to those shareholders electing to reinvest dividends. Of the 9,363,114 shares outstanding at April 30, 2008, Daiwa Securities America, Inc., an affiliate of the Adviser and DSTC, owned 17,398 shares.
16
The Singapore Fund, Inc.
Financial Highlights
Selected data for a share of capital stock outstanding during each period is presented below:
| For the Six Months Ended April 30, 2008 (unaudited) | For the Years Ended October 31, |
| | | | |
Net asset value, beginning of period | | | | | | |
Net investment income | 0.09 | 0.16 | 0.34 | 0.16 | 0.18 | 0.08 |
Net realized and unrealized gains (losses) on investments and foreign currency transactions | | | | | | |
Net increase (decrease) in net asset value resulting from operations | | | | | | |
Less: dividends and distributions to shareholders | | | | | | |
Net investment income | (1.31) | (0.49) | (0.17) | (0.22) | (0.10) | (0.01) |
Net realized gains on investments and foreign currency transactions | | | | | | |
Total dividends and distributions to shareholders | | | | | | |
Dilutive effect of dividend reinvestment | | | | | | |
Net asset value, end of period | | | | | | |
Per share market value, end of period | | | | | | |
Total investment return: | | | | | | |
Based on market price at beginning and end of period, assuming reinvestment of dividends | (22.17)% | 60.26 % | 45.98 % | 11.80 % | 13.25 % | 52.59 % |
Based on net asset value at beginning and end of period, assuming reinvestment of dividends | (17.90)% | 61.90 % | 40.34 % | 5.95 % | 17.27 % | 36.55 % |
Ratios and supplemental data: | | | | | | |
Net assets, end of period (in millions) | $ 160.2 | $ 211.7 | $ 134.5 | $ 97.1 | $ 93.9 | $ 81.1 |
Ratios to average net assets of: | | | | | | |
Expenses, excluding tax applicable to net investment income | 1.69 %* | 1.61% | 1.86% | 1.81% | 1.65% | 1.85% |
Expenses, including tax applicable to net investment income | 1.76 %* | 2.01% | — | — | — | — |
Expenses, excluding waiver of Administration and Advisory fee applicable to net investment income | 1.69 %* | 1.61% | 1.86% | 1.81% | 1.82% | 2.04% |
Net investment income | 1.00 %* | 0.86% | 2.74% | 1.47% | 1.93% | 1.19% |
Portfolio turnover | 42.41% | 34.78% | 45.28% | 34.85% | 77.65% | 93.13% |
17
The Singapore Fund, Inc.
Results of Annual Meeting of Stockholders (unaudited)
On June 2, 2008, the Annual Meeting of Stockholders of The Singapore Fund, Inc. (the “Fund”) was held and the following matter was voted upon and passed.
Election of one Class I Director to the Board of Directors of the Fund to serve for a term expiring on the date on which the Annual Meeting of Stockholders is held in the year 2010. Election of one Class II Directors to the Board of Directors of the Fund to serve for a term expiring on the date on which the Annual Meeting of Stockholders is held in the year 2011.
| | |
| | |
Rahn K. Porter | 6,947,544 | 518,372 |
| | |
| | |
Martin J. Gruber | 6,945,963 | 519,953 |
Richard J. Herring | 6,948,810 | 517,106 |
In addition to the Directors re-elected at the Meeting, Austin C. Dowling, David G. Harmer and Masamichi Yokoi were the other members of the Board who continued to serve as Directors of the Fund.
An Important Notice Concerning Our Privacy Policy
This Privacy Notice describes the types of non-public information we collect about you, the ways we safeguard the confidentiality of this information and when this information may be shared with others. In this Privacy Notice, the terms “we,” “our” and “us” refer to the Fund. The term “you” in this Privacy Notice refers broadly to all of our individual stockholders (including prospective and former individual stockholders).
In order to provide you with services, we collect certain non-public information about you. We obtain this personal information from the following sources:
| • | Applications and other forms you submit to us. |
| • | Dealings and transactions with us or others. |
We do not disclose any non-public personal information about you to anyone, except as permitted by law. For instance, so that we may effect transactions that you request or authorize, we may disclose the information we collect to companies that perform services on our behalf, such as printers and mailers that assist us in the distribution of investor materials. These companies will use this information only for the services for which we hired them, and are not permitted to use or share this information for any other purpose.
We maintain physical, electronic and procedural security measures that comply with federal standards to safeguard your non-public personal information. Access to such information is restricted to those agents of the Fund who are trained in the proper handling of client information and who need to know that information in order to provide services to stockholders.
18
BOARD OF DIRECTORS Masamichi Yokoi, Chairman Austin C. Dowling Martin J. Gruber David G. Harmer Richard J. Herring Rahn K. Porter OFFICERS John J. O’Keefe Vice President and Treasurer Yuko Tatezawa Secretary Anthony Cambria Chief Compliance Officer Leonard B. Mackey, Jr. Assistant Secretary ADDRESS OF THE FUND c/o Daiwa Securities Trust Company One Evertrust Plaza, 9th Floor Jersey City, NJ 07302-3051 INVESTMENT MANAGER DBS Asset Management (United States) Pte. Ltd. INVESTMENT ADVISER Daiwa SB Investments (Singapore) Ltd. ADMINISTRATOR AND CUSTODIAN Daiwa Securities Trust Company TRANSFER AGENT AND REGISTRAR American Stock Transfer & Trust Company LEGAL COUNSEL Clifford Chance US LLP INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PricewaterhouseCoopers LLP Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940 that from time to time the Fund may purchase shares of its common stock in the open market at prevailing market prices. This report is sent to shareholders of the Fund for their information. It is not a prospectus, circular or representation intended for use in the purchase or sale of shares of the Fund or of any securities mentioned in the report. The financial information included herein is taken from the records of the Fund without examination by the Independent Registered Public Accounting Firm which does not express an opinion thereon. | THE SINGAPORE FUND, INC.
Semi – Annual Report April 30, 2008 |
Item 2. Code of Ethics.
Not applicable for this semi-annual report.
Item 3. Audit Committee Financial Expert.
Not applicable for this semi-annual report.
Item 4. Principal Accountant Fees and Services.
Not applicable for this semi-annual report.
Item 5. Audit Committee of Listed Registrants.
Not applicable for this semi-annual report.
Item 6. Schedule of Investments.
A Schedule of Investments is included as part of the report to shareholders filed under Item 1.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable for this semi-annual report.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable for this semi-annual report.
Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable for this semi-annual report.
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of directors.
Item 11. Controls and Procedures.
(a) | The registrant’s principal executive and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of this Form N-CSR based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the 1934 Act (17 CFR 240.13a-15(b) or 240.15d-15(b)). |
(b) | There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d))) that occurred during the registrant’s second fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
Item 12. Exhibits.
| (a) | Code of Ethics for Principal Executive and Senior Financial Officers. |
Not applicable for this semi-annual report.
(b) | Certifications required by Rule 30a-2(a) of the Investment Company Act of 1940, as amended, and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto. |
(c) | Proxy Voting Guidelines for the registrant and its adviser. |
Not applicable for this semi-annual report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
The Singapore Fund, Inc.
By \s\ John J. O’Keefe
John J. O’Keefe, Vice President and Treasurer
Date: June 16, 2008
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By \s\ John J. O’Keefe
John J. O’Keefe, Vice President and Treasurer
Date: June 16, 2008
By \s\ Masamichi Yokoi
Masamichi Yokoi, Chairman
Date: June 16, 2008
EXHIBIT 12 (b)
CERTIFICATION
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John J. O’Keefe, certify that:
1. | I have reviewed this report on Form N-CSR of The Singapore Fund, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: |
| (a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | all significant deficiencies and material weaknesses in the design or operation of internal control which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and |
| (b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting. |
Date: June 16, 2008
\s\ John J. O’Keefe
John J. O’Keefe, Vice President and Treasurer
CERTIFICATION
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Masamichi Yokoi, certify that:
1. | I have reviewed this report on Form N-CSR of The Singapore Fund, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | all significant deficiencies and material weaknesses in the design or operation of internal control which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and |
| (b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting. |
Date: June 16, 2008
By \s\ Masamichi Yokoi
Masamichi Yokoi, Chairman
CERTIFICATION
PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, the Vice President & Treasurer of The Singapore Fund, Inc. (the “Fund”), with respect to the Form N-CSR for the period ended April 30, 2008 as filed with the Securities and Exchange Commission, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | such Form N-CSR fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | the information contained in such Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Funds. |
Dated: June 16, 2008
\s\ John J. O’Keefe
John J. O’Keefe, Vice President and Treasurer
This certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.
CERTIFICATION
PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, the Chairman of The Singapore Fund, Inc. (the “Fund”), with respect to the Form N-CSR for the period ended April 30, 2008 as filed with the Securities and Exchange Commission, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | such Form N-CSR fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | the information contained in such Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Funds. |
Dated: June 16, 2008
\s\ Masamichi Yokoi
Masamichi Yokoi, Chairman
This certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.