Scudder
New Asia
Fund, Inc.
345 Park Avenue (at 51st Street)
New York, New York 10154
(800) 349-4281
August 11, 1995
To the Stockholders:
The Annual Meeting of Stockholders of Scudder New Asia Fund, Inc. (the
"Fund") is to be held at 1:30 p.m., eastern time, on Wednesday, October 11, 1995
at the offices of Scudder, Stevens & Clark, Inc., 25th Floor, 345 Park Avenue
(at 51st Street), New York, New York 10154. Stockholders who are unable to
attend this meeting are strongly encouraged to vote by proxy, which is customary
in corporate meetings of this kind. A Proxy Statement regarding the meeting, a
proxy card for your vote at the meeting and an envelope -- postage prepaid -- in
which to return your proxy card are enclosed.
At the Annual Meeting, the stockholders will elect four Directors, consider
the ratification of the selection of Coopers & Lybrand L.L.P. as the Fund's
independent accountants and consider the approval of the continuance of the
Investment Advisory, Management and Administration Agreement between the Fund
and its investment manager, Scudder, Stevens & Clark, Inc. In addition, the
stockholders present will hear a report on the Fund. There will be an
opportunity to discuss matters of interest to you as a stockholder.
Your Fund's Directors recommend that you vote in favor of each of the
foregoing matters.
Respectfully,
/s/Nicholas Bratt /s/Edmond D. Villani
Nicholas Bratt Edmond D. Villani
President Chairman of the Board
STOCKHOLDERS ARE URGED TO SIGN THE PROXY CARD AND MAIL IT IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE SO AS TO ENSURE A QUORUM AT THE MEETING. THIS IS
IMPORTANT WHETHER YOU OWN FEW OR MANY SHARES.
<PAGE>
SCUDDER NEW ASIA FUND, INC.
Notice of Annual Meeting of Stockholders
To the Stockholders of
Scudder New Asia Fund, Inc.:
Please take notice that the Annual Meeting of Stockholders of Scudder New Asia
Fund, Inc. (the "Fund"), has been called to be held at the offices of Scudder,
Stevens & Clark, Inc., 25th Floor, 345 Park Avenue (at 51st Street), New York,
New York 10154, on Wednesday, October 11, 1995 at 1:30 p.m., eastern time, for
the following purposes:
(1) To elect four Directors of the Fund to hold office for a term
of three years or until their respective successors shall have been duly
elected and qualified.
(2) To ratify or reject the action taken by the Board of Directors
in selecting Coopers & Lybrand L.L.P. as independent accountants for the
fiscal year ending December 31, 1995.
(3) To approve or disapprove the continuance of the Investment
Advisory, Management and Administration Agreement between the Fund and
Scudder, Stevens & Clark, Inc.
The appointed proxies will vote on any other business as may properly come
before the meeting or any adjournments thereof.
Holders of record of shares of common stock of the Fund at the close of business
on August 4, 1995 are entitled to vote at the meeting and any adjournments
thereof.
By order of the Board of Directors,
Thomas F. McDonough, Secretary
August 11, 1995
IMPORTANT--We urge you to sign and date the enclosed proxy card and return it in
the enclosed addressed envelope which requires no postage and is intended for
your convenience. Your prompt return of the enclosed proxy card may save the
Fund the necessity and expense of further solicitations to ensure a quorum at
the Annual Meeting. If you can attend the meeting and wish to vote your shares
in person at that time, you will be able to do so.
2
<PAGE>
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Scudder New Asia Fund, Inc. (the "Fund")
for use at the Annual Meeting of Stockholders, to be held at the offices of
Scudder, Stevens & Clark, Inc. ("Scudder"), 25th Floor, 345 Park Avenue (at 51st
Street), New York, New York 10154, on Wednesday, October 11, 1995, at 1:30 p.m.,
eastern time, and at any adjournments thereof (collectively, the "Meeting").
This Proxy Statement, the Notice of Annual Meeting and the proxy card are
first being mailed to stockholders on or about August 11, 1995, or as soon as
practicable thereafter. Any stockholder giving a proxy has the power to revoke
it by mail (addressed to the Secretary at the principal executive office of the
Fund, 345 Park Avenue, New York, New York 10154) or in person at the Meeting, by
executing a superseding proxy or by submitting a notice of revocation to the
Fund. All properly executed proxies received in time for the Meeting will be
voted as specified in the proxy or, if no specification is made, in favor of
each proposal referred to in the Proxy Statement.
The presence at any stockholders' meeting, in person or by proxy, of
stockholders entitled to cast a majority of the votes entitled to be cast shall
be necessary and sufficient to constitute a quorum for the transaction of
business. For purposes of determining the presence of a quorum for transacting
business at the Meeting, abstentions and broker "non-votes" will be treated as
shares that are present but which have not been voted. Broker non-votes are
proxies received by the Fund from brokers or nominees when the broker or nominee
has neither received instructions from the beneficial owner or other persons
entitled to vote nor has discretionary power to vote on a particular matter.
Accordingly, stockholders are urged to forward their voting instructions
promptly.
Abstentions and broker non-votes will not be counted in favor of, but will
have no other effect on, the vote for proposals (1) and (2), which require the
approval of a majority of shares voting at the Meeting. Abstentions and broker
non-votes will have the effect of a "no" vote for proposal (3), which requires
the approval of a specified percentage of the outstanding shares of the Fund or
of such shares present at the Meeting.
Holders of record of the common stock of the Fund at the close of business
on August 4, 1995 (the "Record Date") will be entitled to one vote per share on
all business of the Meeting and any adjournments. There were 8,688,394 shares of
common stock outstanding on the Record Date.
The Fund provides periodic reports to all stockholders which highlight
relevant information, including investment results and a review of portfolio
changes. You may receive an additional copy of the annual report for the fiscal
year ended December 31, 1994, without charge, by calling 800-349-4281 or writing
the Fund at 345 Park Avenue, New York, New York 10154.
(1) ELECTION OF DIRECTORS
Persons named on the accompanying proxy card intend, in the absence of
contrary instructions, to vote all proxies in favor of the election of the four
nominees listed below as Directors of the Fund (Class I) to serve for a term of
three years, or until their successors are duly elected and qualified. All
nominees have consented to stand for election and to serve if elected. If any
such nominee should be unable to serve, an event not now anticipated, the
proxies will be voted for such person, if any, as shall be designated by the
Board of Directors to replace any such nominee.
3
<PAGE>
Information Concerning Nominees
The following table sets forth certain information concerning each of the
four nominees as a Director of the Fund. Each of the nominees is now a Director
of the Fund. Unless otherwise noted, each of the nominees has engaged in the
principal occupation listed in the following table for more than five years, but
not necessarily in the same capacity.
<TABLE>
<CAPTION>
Class I--Nominees to serve until 1998 Annual Meeting of Stockholders:
Present Office with the Fund, if Shares
any; Principal Occupation or Year First Beneficially Percent
Employment and Directorships Became a Owned on of
Name (Age) in Publicly Held Companies Director June 30, 1995 (1) Class
---------- -------------------------- -------- ----------------- -----
<S> <C> <C> <C> <C>
Daniel Pierce (61)* Chairman of the Board and Managing 1991 22,037(2) 0.25%
Director of Scudder, Stevens &
Clark, Inc.; Director, Fiduciary
Trust Company (bank and trust
company) and Fiduciary Company
Incorporated (bank and trust
company). Mr. Pierce serves on the
boards of an additional 47 funds
managed by Scudder.
Paul Bancroft III (65) Venture Capitalist and Consultant; 1986 4,000 less than
Retired President, Chief Executive 1/4 of 1%
Officer and Director, Bessemer
Securities Corporation (private
investment company); and Director of
Albany International, Inc. (paper
machine belt manufacturer), Western
Atlas, Inc. (diversified oil
services and industrial automation
company) and Measurex Corp. (process
control systems company). Mr.
Bancroft serves on the boards of an
additional 13 funds managed by
Scudder.
William H. Gleysteen, President, The Japan Society, Inc.; 1986 2,120(3) less than
Jr. (69) Vice President of Studies, Council 1/4 of 1%
on Foreign Relations (1987-89); and
United States Ambassador to Korea
(1978-81). Mr. Gleysteen serves on
the boards of an additional 11 funds
managed by Scudder.
4
<PAGE>
Present Office with the Fund, if Shares
any; Principal Occupation or Year First Beneficially Percent
Employment and Directorships Became a Owned on of
Name (Age) in Publicly Held Companies Director June 30, 1995 (1) Class
---------- -------------------------- -------- ----------------- -----
Thomas J. Devine (68) Consultant. Mr. Devine serves on the 1994 -- --
boards of an additional 15 funds
managed by Scudder.
Information Concerning Continuing Directors
The Board of Directors is divided into three classes, each Director serving for a term of three years. The terms of
Classes II and III do not expire this year. The following table sets forth certain information regarding the Directors
in such classes.
Class II--Directors serving until 1996 Annual Meeting of Stockholders:
Present Office with the Fund, if Shares
any; Principal Occupation or Year First Beneficially Percent
Employment and Directorships Became a Owned on of
Name (Age) in Publicly Held Companies Director June 30, 1995 (1) Class
---------- -------------------------- -------- ----------------- -----
Nicholas Bratt (47)* President; Managing Director of 1986 3,203 less than
Scudder, Stevens & Clark, Inc. Mr. 1/4 of 1%
Bratt serves on the boards of an
additional 13 funds managed by
Scudder.
Dr. Wilson Nolen (68) Consultant; Director, Ecohealth, 1986 17,574(4) less than
Inc. (biotechnology company). Dr. 1/4 of 1%
Nolen serves on the boards of an
additional 14 funds managed by
Scudder.
5
<PAGE>
Present Office with the Fund, if Shares
any; Principal Occupation or Year First Beneficially Percent
Employment and Directorships Became a Owned on of
Name (Age) in Publicly Held Companies Director June 30, 1995 (1) Class
---------- -------------------------- -------- ----------------- -----
Hugh T. Patrick (65) R.D. Calkins Professor of 1993 1,669 less than
International Business, Graduate 1/4 of 1%
School of Business, Columbia
University; Co-Director, Pacific
Basin Studies Program, Columbia
University; Member, Center for
Korean Research, East Asian
Institute, Columbia University;
Director, Japan Society; Professor
of Far Eastern Economics, Yale
University (1968-84).
Class III--Directors serving until 1997 Annual Meeting of Stockholders:
Present Office with the Fund, if Shares
any; Principal Occupation or Year First Beneficially Percent
Employment and Directorships Became a Owned on of
Name (Age) in Publicly Held Companies Director June 30, 1995 (1) Class
---------- -------------------------- -------- ----------------- -----
Edmond D. Villani (48)*+++ Chairman of the Board; President and 1990 5,333 less than
Managing Director of Scudder, 1/4 of 1%
Stevens & Clark, Inc. Mr. Villani
serves on the boards of an
additional 14 funds managed by
Scudder.
Juris Padegs (63)*+++ Vice President and Assistant 1986 895 less than
Secretary; Managing Director of 1/4 of 1%
Scudder, Stevens & Clark, Inc. Mr.
Padegs serves on the boards of an
additional 27 funds managed by
Scudder.
6
<PAGE>
Present Office with the Fund, if Shares
any; Principal Occupation or Year First Beneficially Percent
Employment and Directorships Became a Owned on of
Name (Age) in Publicly Held Companies Director June 30, 1995 (1) Class
---------- -------------------------- -------- ----------------- -----
Robert J. Callander (64) Visiting Professor/Executive-in- 1994 500 less than
Residence, Columbia Business School, 1/4 of 1%
Columbia University; Former Vice
Chairman, Chemical Banking
Corporation; Director: ARAMARK
Corporation; Barnes Group Inc.;
Beneficial Corporation; Omnicom
Group, Inc.; Member, Council on
Foreign Relations. Mr. Callander
serves on the boards of an
additional two funds managed by
Scudder.
All Directors and Officers as a group 58,576(5) 0.67%
---------------------------
<FN>
* Directors considered by the Fund and its counsel to be "interested persons" (which as used in this proxy statement
is as defined in the Investment Company Act of 1940, as amended) of the Fund or of the Fund's investment manager,
Scudder, Stevens & Clark, Inc. Messrs. Bratt, Padegs, Pierce and Villani are deemed to be interested persons
because of their affiliation with Scudder, Stevens & Clark, Inc., or because they are Officers of the Fund or
both.
+++ Messrs. Padegs and Villani are members of the Executive Committee of the Fund.
(1) The information as to beneficial ownership is based on statements furnished to the Fund by the Directors. Unless
otherwise noted, beneficial ownership is based on sole voting and investment power.
(2) Mr. Pierce's total includes 19,322 shares held in a fiduciary capacity.
(3) Mr. Gleysteen's total includes 1,782 shares held by members of his family as to which he shares investment and
voting power.
(4) Dr. Nolen's total includes 2,858 shares held by members of his family as to which he shares investment and voting
power.
(5) The total for the group includes 53,936 shares held with sole investment and voting power and 4,640 shares held
with shared investment and voting power.
</FN>
</TABLE>
Section 30(f) of the Investment Company Act of 1940, as amended (the "1940
Act"), as applied to a fund requires the fund's officers and directors,
investment manager, affiliates of the investment manager, and persons who
beneficially own more than ten percent of a registered class of the fund's
outstanding securities ("Reporting Persons"), to file reports of ownership of
the fund's securities and changes in such ownership with the Securities and
Exchange Commission (the "SEC") and the New York Stock Exchange. Such persons
are required by SEC regulations to furnish the fund with copies of all such
filings.
Based solely upon its review of the copies of such forms furnished to it
and written representations from certain Reporting Persons that no year-end
reports were required for those persons, the Fund believes that during the
fiscal year ended December 31, 1994, all filing requirements applicable to its
Reporting Persons were complied with except that Form 3 on behalf of Margaret D.
Hadzima and Richard A. Holt and Form 5 on behalf of Hugh T. Patrick were filed
late.
Certain accounts for which Scudder acts as investment adviser owned 751,904
shares, in the aggregate, or 8.65% of the outstanding shares of the Fund on June
30, 1995. Scudder may be deemed to be the beneficial owner of such shares but
disclaims any beneficial ownership in such shares.
Except as noted above, to the best of the Fund's knowledge, as of June 30,
1995, no other person owned beneficially more than 5% of the Fund's outstanding
stock.
7
<PAGE>
Honorary Directors
James W. Morley and Robert G. Stone, Jr. serve as Honorary Directors of the
Fund. Honorary Directors are invited to attend all Board meetings and to
participate in Board discussions, but are not entitled to vote on any matter
presented to the Board. Messrs. Morley and Stone had served as Directors of the
Fund since 1986. Mr. Morley retired as Director in 1993, and Mr. Stone retired
as Director in 1994, in accordance with the Board of Directors' retirement
policy.
Committees of the Board--Board Meetings
The Board of Directors of the Fund met four times during the fiscal year
ended December 31, 1994. Each Director attended at least 75% of the total number
of meetings of the Board of Directors and of all committees of the Board on
which they served as members.
The Board of Directors, in addition to an Executive Committee, has an Audit
Committee, a Valuation Committee and a Special Nominating Committee. The
Executive and Valuation Committees consist of regular members, allowing
alternates.
Audit Committee
The Board has an Audit Committee consisting of those Directors who are not
interested persons of the Fund or of Scudder ("Noninterested Directors") as
defined in the 1940 Act, which met once during the Fund's last fiscal year. The
Audit Committee reviews with management and the independent accountants for the
Fund, among other things, the scope of the audit and the controls of the Fund
and its agents, reviews and approves in advance the type of services to be
rendered by independent accountants, recommends the selection of independent
accountants for the Fund to the Board and in general considers and reports to
the Board on matters regarding the Fund's accounting and bookkeeping practices.
Nominating Committee
The Board has a Special Nominating Committee consisting of the
Noninterested Directors. The Committee is charged with the duty of making all
nominations for Noninterested Directors. Stockholders' recommendations as to
nominees received by management are referred to the Committee for its
consideration and action. The Committee met on April 19, 1995 to consider and to
nominate the nominees set forth above.
Executive Officers
In addition to Messrs. Villani, Bratt and Padegs, Directors who are also
Officers of the Fund, the following persons are Executive Officers of the Fund:
<TABLE>
<CAPTION>
Present Office with the Fund;
Principal Occupation or Year First Became
Name (Age) Employment (1) an Officer (2)
---------- -------------- --------------
<S> <C> <C>
Elizabeth J. Allan (42) Vice President; Principal of 1989
Scudder, Stevens & Clark, Inc.
Jerard K. Hartman (62) Vice President; Managing 1986
Director of Scudder, Stevens
& Clark, Inc.
Seung K. Kwak (34) Vice President; Managing 1993
Director of Scudder, Stevens
& Clark, Inc.
8
<PAGE>
Present Office with the Fund;
Principal Occupation or Year First Became
Name (Age) Employment (1) an Officer (2)
---------- -------------- --------------
David S. Lee (61) Vice President; Managing 1986
Director of Scudder, Stevens
& Clark, Inc.
Edward J. O'Connell (50) Vice President and Assistant 1986
Treasurer; Principal of
Scudder, Stevens & Clark, Inc.
Pamela A. McGrath (41) Treasurer; Principal of 1990
Scudder, Stevens & Clark, Inc.
Thomas F. McDonough (48) Secretary and Assistant 1986
Treasurer; Principal of
Scudder, Stevens & Clark, Inc.
Coleen Downs Dinneen (34) Assistant Secretary; Vice 1992
President of Scudder, Stevens
& Clark, Inc.
<FN>
(1) Unless otherwise stated, all Executive Officers have been associated with Scudder for
more than five years, although not necessarily in the same capacity.
(2) The President, Treasurer and Secretary each hold office until a successor has been duly
elected and qualified and all other officers hold offices at the pleasure of the
Directors.
</FN>
</TABLE>
Transactions with and Remuneration of Directors and Officers
The aggregate direct remuneration by the Fund of Directors not affiliated
with Scudder was $120,266, including expenses, during the fiscal year ended
December 31, 1994. Each such unaffiliated Director currently receives fees, paid
by the Fund, of $750 per regular Directors' meeting attended. Each such
unaffiliated Director currently receives an annual Director's fee of $6,000.
Each Director also receives $250 per committee meeting attended (other than
Audit Committee and contract meetings, for each of which such Director receives
a fee of $750). Scudder supervises the Fund's investments, pays the compensation
and certain expenses of its personnel who serve as Directors and Officers of the
Fund and receives an investment management fee for its services. Several of the
Fund's Officers and Directors are also Officers, Directors, employees or
stockholders of Scudder and participate in the fees paid to that firm (see
"Investment Manager," page 12), although the Fund makes no direct payments to
them other than for reimbursement of travel expenses in connection with the
attendance at Board of Directors and committee meetings.
The following Compensation Table provides, in tabular form, the following data:
Column (1) All Directors who receive compensation from the Fund.
Column (2) Aggregate compensation received by a Director from the Fund.
Columns (3) and (4) Pension or retirement benefits accrued or proposed to be
paid by the Fund. The Fund does not pay its Directors such benefits.
Column (5) Total compensation received by a Director from the Fund, plus
compensation received from all funds managed by Scudder for which a Director
serves. The total number of funds from which a Director receives such
compensation is also provided in column (5). Generally, compensation received by
a Director for serving on the Board of a closed-end fund is greater than the
compensation received by a Director for serving on the Board of an open-end
fund.
9
<PAGE>
<TABLE>
<CAPTION>
Compensation Table
for the year ended December 31, 1994
-------------------------------------------------------------------------------------------------------------
(1) (2) (3) (4) (5)
Pension or Total Compensation
Aggregate Retirement Benefits Estimated Annual From the Fund and
Name of Person, Compensation Accrued As Part of Benefits Upon Fund Complex
Position from the Fund Fund Expenses Retirement Paid to Director
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Paul Bancroft III, $11,125 N/A N/A $120,238
Director (14 funds)
Robert J. Callander, $ 3,143 N/A N/A $27,593
Director (3 funds)
Thomas J. Devine, $ 2,393 N/A N/A $115,656
Director (16 funds)
William H. Gleysteen, Jr., $11,125 N/A N/A $110,213
Director (12 funds)
Dr. Wilson Nolen, $11,375 N/A N/A $132,023
Director (15 funds)
Hugh T. Patrick, $12,841 N/A N/A $12,841
Director (1 fund)
James W. Morley, N/A N/A N/A $21,220
Honorary Director (2 funds)
Robert G. Stone, Jr., $ 7,375 N/A N/A $146,727
Honorary Director (15 funds)
</TABLE>
Required Vote
Election of each of the listed nominees for Director requires the
affirmative vote of a majority of the votes cast at the Meeting in person or by
proxy. Your Fund's Directors recommend that stockholders vote in favor of each
of the nominees.
(2) RATIFICATION OR REJECTION OF THE SELECTION OF INDEPENDENT ACCOUNTANTS
At a meeting held on July 11, 1995, the Board of Directors of the Fund,
including a majority of the Noninterested Directors, selected Coopers & Lybrand
L.L.P. to act as independent accountants for the Fund for the fiscal year ending
December 31, 1995. Coopers & Lybrand L.L.P. are independent accountants and have
advised the Fund that they have no direct financial interest or material
indirect financial interest in the Fund. One or more representatives of Coopers
& Lybrand L.L.P. are expected to be present at the Meeting and will have an
opportunity to make a statement if they so desire. Such representatives are
expected to be available to respond to appropriate questions posed by
stockholders or management.
The Fund's financial statements for the fiscal year ended December 31, 1994
were audited by Coopers & Lybrand L.L.P. In connection with its audit services,
Coopers & Lybrand L.L.P. reviewed the financial statements included in the
Fund's annual and semiannual reports to stockholders and its filings with the
SEC.
Required Vote
Ratification of the selection of independent accountants requires the
affirmative vote of a majority of the votes cast at the Meeting in person or by
proxy. Your Fund's Directors recommend that stockholders of the Fund ratify the
selection of Coopers & Lybrand L.L.P. as independent accountants.
10
<PAGE>
(3) APPROVAL OR DISAPPROVAL OF THE CONTINUANCE
OF THE INVESTMENT ADVISORY, MANAGEMENT AND ADMINISTRATION AGREEMENT
Scudder, Stevens & Clark, Inc., 345 Park Avenue, New York, New York, acts
as investment adviser to and manager and administrator for the Fund pursuant to
an Investment Advisory, Management and Administration Agreement dated July 29,
1992 (the "Agreement"). The continuance of the Agreement was last approved by a
vote of the stockholders on October 11, 1994. At a meeting held on July 11, 1995
the Directors, including a majority of the Noninterested Directors, approved the
terms and continuance of the Agreement and recommended that the stockholders
approve the continuance of the Agreement. The Agreement continues in effect from
year to year thereafter only so long as such continuance is specifically
approved at least annually by the vote of a majority of the Noninterested
Directors cast in person at a meeting called for the purpose of voting on such
approval, and either by the vote of a majority of all the Directors or a
majority of the Fund's outstanding voting securities, as defined below. The
Agreement may be terminated on 60 days' written notice, without penalty, by the
Directors, by the vote of the holders of a majority of the Fund's outstanding
voting securities, or by Scudder, and automatically terminates in the event of
its assignment.
In considering the continuance of the Agreement and recommending its
approval by stockholders, the Directors of the Fund, including the Noninterested
Directors, considering the best interests of stockholders of the Fund, took into
account all such factors they deemed relevant.
Such factors include the nature, quality and extent of the services
furnished by Scudder to the Fund; the necessity of Scudder maintaining and
enhancing its ability to continue to retain and attract capable personnel to
serve the Fund; the investment record of Scudder in managing the Fund; the
experience of Scudder in the field of international investing; possible
economies of scale; comparative data as to investment performance, advisory fees
and other fees, including administrative fees and expense ratios, particularly
fees and expense ratios of funds with foreign investments, including single
country and regional funds, advised by Scudder and other investment managers;
the risks assumed by Scudder from serving as manager to the Fund; the advantages
and possible disadvantages to the Fund of having a manager which also serves
other investment companies as well as other accounts; possible benefits to
Scudder from serving as manager to the Fund; current and developing conditions
in the financial services industry, including the entry into the industry of
large and well capitalized companies which are spending and appear to be
prepared to continue to spend substantial sums to engage personnel and to
provide services to competing investment companies; the financial resources of
Scudder and the continuance of appropriate incentives to assure that Scudder
will continue to furnish high-quality services to the Fund; and various other
factors.
In reviewing the terms of the Agreement and in discussions with Scudder
concerning such Agreement, the Noninterested Directors of the Fund have been
advised and represented at the Fund's expense by independent counsel, Ropes &
Gray. Counsel for the Fund is Dechert Price & Rhoads.
Under the Agreement, Scudder regularly makes investment decisions for the
Fund, prepares and makes available to the Fund research and statistical data in
connection therewith and supervises the acquisition and disposition of
securities by the Fund, including the selection of broker/dealers to carry out
the transactions, all in accordance with the Fund's investment objective and
policies and in accordance with guidelines and directions from the Fund's Board
11
<PAGE>
of Directors. Scudder also maintains or causes to be maintained for the Fund all
books, records and reports and other information (not otherwise provided by
third parties) required under the 1940 Act.
The Agreement provides that Scudder receive an annual fee of 1.25% of the
first $75 million of average weekly net assets of the Fund, 1.15% of such net
assets on the next $125 million and 1.10% of the excess over $200 million. Under
the Agreement each payment of a monthly fee to Scudder shall be made within the
ten days next following the day as of which such payment is so computed. This
fee is higher than management fees paid by most other investment companies
primarily because of the increased research burden involved in investing in
Asian markets, greater investment in private placements and unlisted securities,
increased travel and communications costs and the increased scope and complexity
of administering the Fund. However, the fee is not necessarily higher than the
fees charged to funds with investment objectives similar to that of the Fund.
Further, Scudder assumes the obligation to provide certain administrative
services to the Fund at no extra cost.
For the fiscal year ended December 31, 1994, the fee amounted to
$2,264,745, which was equivalent to an annual effective rate of 1.19%.
The Agreement provides that Scudder shall not be liable for any act or
omission, error of judgment or mistake of law, or for any loss suffered by the
Fund in connection with matters to which such Agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
Scudder in the performance of its duties or from reckless disregard by Scudder
of its obligations and duties under such Agreement.
Required Vote
Approval of the continuance of the Agreement requires the affirmative vote
of a majority of the Fund's outstanding voting securities which, as used in this
proposal means (1) the holders of more than 50% of the outstanding shares of the
Fund or (2) the holders of 67% or more of the shares present if more than 50% of
the outstanding shares are present at the Meeting in person or by proxy,
whichever is less. If an affirmative vote of stockholders is not obtained, the
Agreement will continue in effect for a time pending consideration by the
Directors of such further action as they may deem to be in the best interests of
the stockholders of the Fund. Your Fund's Directors recommend that stockholders
vote to approve the continuance of the Agreement.
Investment Manager
Scudder is a Delaware corporation. Daniel Pierce* is the Chairman of the
Board of Scudder. Edmond D. Villani# is the President of Scudder. Stephen R.
Beckwith#, Lynn S. Birdsong#, Nicholas Bratt#, Linda C. Coughlin#, Margaret D.
Hadzima*, Jerard K. Hartman#, Richard A. Holt@, Dudley H. Ladd*, Douglas M.
Loudon#, John T. Packard+++, Juris Padegs# and Cornelia M. Small# are the other
members of the Board of Directors of Scudder. The principal occupation of each
of the above named individuals is serving as a Managing Director of Scudder.
---------------------------
* Two International Place, Boston, Massachusetts
# 345 Park Avenue, New York, New York
+++ 101 California Street, San Francisco, California
@ Two Prudential Plaza, 180 North Stetson, Suite 5400, Chicago, Illinois
12
<PAGE>
All of the outstanding voting and nonvoting securities of Scudder are held
of record by Stephen R. Beckwith, Juris Padegs, Daniel Pierce and Edmond D.
Villani, in their capacity as the representatives (the "Representatives") of the
beneficial owners of such securities, pursuant to a Security Holders' Agreement
among Scudder, the beneficial owners of securities of Scudder and the
Representatives. Pursuant to such Security Holders' Agreement, the
Representatives have the right to reallocate shares among the beneficial owners
from time to time. Such reallocation will be in cash transactions at net book
value. All Managing Directors of Scudder own voting and nonvoting stock; all
Principals own nonvoting stock.
Messrs. Bratt, Padegs, Pierce and Villani who are Officers and/or Directors
of the Fund are Managing Directors of Scudder. In addition, the following
directors, officers, employees or stockholders of Scudder are Officers of the
Fund in the following capacities: Elizabeth J. Allan, Jerard K. Hartman, Seung
K. Kwak, and David S. Lee, Vice Presidents; and Pamela A. McGrath, Treasurer;
Thomas F. McDonough, Secretary and Assistant Treasurer; Edward J. O'Connell,
Vice President and Assistant Treasurer; and Coleen Downs Dinneen, Assistant
Secretary. Messrs. Hartman, Kwak and Lee are Managing Directors and Messrs.
McDonough and O'Connell and Ms. McGrath and Ms. Allan are Principals of Scudder.
Ms. Dinneen is a Vice President of Scudder.
Scudder or an affiliate manages in excess of $90 billion in assets for
individuals, mutual funds and other organizations. The following are other open-
or closed-end mutual funds with investment objectives similar to the Fund, for
which Scudder provides investment management:
<TABLE>
<CAPTION>
Total Net Assets as of Management Compensation
July 31, 1995 on an Annual Basis Based on the
Name (000 omitted) Value of Average Daily Net Assets
---- ------------- ---------------------------------
<S> <C> <C>
Scudder Pacific Opportunities Fund, $ 434,400 1.10%.
Inc.
The Japan Fund, Inc. $ 533,900 0.85 of 1% of the first $100 million of
average daily net assets; 0.75 of 1% on
assets in excess of $100 million up to and
including $300 million; 0.70 of 1% on assets
in excess of $300 million up to and
including $600 million; 0.65 of 1% on assets
in excess of $600 million. The Manager pays
The Nikko International Capital Management
Co., Ltd. for investment and research
services: 0.15 of 1% up to $700 million of
average daily net assets; 0.14 of 1% on
assets in excess of $700 million, payable
monthly during fiscal year 1994; 0.10 of 1%
on average daily net assets, payable during
fiscal year 1995.
13
<PAGE>
Total Net Assets as of Management Compensation
July 31, 1995 on an Annual Basis Based on the
Name (000 omitted) Value of Average Monthly Net Assets
---- ------------- -----------------------------------
The Korea Fund, Inc. * $ 752,400 1.15%; 1.10% on net assets in excess of $50
million; 1% on net assets in excess of $100
million; 0.95 of 1% on net assets in excess
of $350 million; 0.90 of 1% on net assets in
excess of $750 million. Scudder pays Daewoo
Capital Management Co., Ltd. for investment
and research services 0.2875 of 1%; 0.275 of
1% on net assets in excess of $50 million;
0.25 of 1% on net assets in excess of $100
million; 0.2375 of 1% on net assets in
excess of $350 million; 0.2250 of 1% on net
assets in excess of $750 million.
--------------
<FN>
*This fund is not subject to state imposed expense limitations.
</FN>
</TABLE>
Directors, officers and employees of Scudder from time to time may have
transactions with various banks, including the Fund's custodian bank. It is
Scudder's opinion that the terms and conditions of those transactions that have
occurred were not influenced by existing or potential custodial or other Fund
relationships.
Brokerage Commissions on Portfolio Transactions
To the maximum extent feasible, Scudder places orders for portfolio
transactions through Scudder Investor Services, Inc. (the "Distributor") (a
corporation registered as a broker/dealer and a wholly-owned subsidiary of
Scudder), which in turn places orders on behalf of the Fund with issuers,
underwriters or other brokers and dealers. The Distributor receives no
commissions, fees or other remuneration from the Fund for this service.
Allocation of portfolio transactions is supervised by Scudder.
Other Matters
The Board of Directors does not know of any matters to be brought before
the Meeting other than those mentioned in this Proxy Statement. The appointed
proxies will vote on any other business that comes before the Meeting or any
adjournments thereof in accordance with their best judgment.
Miscellaneous
Proxies will be solicited by mail and may be solicited in person or by
telephone or telegraph by officers of the Fund or personnel of Scudder. The Fund
has retained Corporate Investor Communications, Inc., 111 Commerce Road,
Carlstadt, New Jersey 07072-2586, to assist in the proxy solicitation. The cost
of their services is estimated at $6,000 plus reasonable out-of-pocket expenses.
The expenses connected with the solicitation of the proxies and with any further
proxies will be borne by the Fund. The Fund will reimburse banks, brokers, and
other persons holding the Fund's shares registered in their names or in the
names of their nominees for their expenses incurred in sending proxy material to
and obtaining proxies from the beneficial owners of such shares.
14
<PAGE>
In the event that sufficient votes in favor of any proposal set forth in
the Notice of this Meeting are not received by October 11, 1995, the persons
named as appointed proxies on the enclosed proxy card may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of the holders of a majority of
the shares present in person or by proxy at the session of the Meeting to be
adjourned. The persons named as appointed proxies on the enclosed proxy card
will vote in favor of such adjournment those proxies which they are entitled to
vote in favor of the proposal for which further solicitation of proxies is to be
made. They will vote against any such adjournment those proxies required to be
voted against such proposal. The costs of any such additional solicitation and
of any adjourned session will be borne by the Fund.
Stockholder Proposals
Any proposal by a stockholder of the Fund intended to be presented at the
1996 meeting of Stockholders of the Fund must be received by Thomas F.
McDonough, Secretary of the Fund, c/o Scudder, Stevens & Clark, Inc., 345 Park
Avenue, New York, New York 10154, no later than April 12, 1996.
By order of the Board of Directors,
Thomas F. McDonough
Secretary
345 Park Avenue
New York, New York 10154
August 11, 1995
<PAGE>
<TABLE>
<S> <C> <C>
PROXY SCUDDER NEW ASIA FUND, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Stockholders--October 11, 1995
The undersigned hereby appoints Nicholas Bratt, Dr. Wilson Nolen and Juris Padegs and each with the power of substitution, as
proxies for the undersigned, to vote all shares of Scudder New Asia Fund, Inc. (the "Fund") which the undersigned is entitled to
vote at the Annual Meeting of Stockholders of the Fund to be held at the offices of Scudder, Stevens & Clark, Inc., 25th Floor, 345
Park Avenue (at 51st Street), New York, New York 10154, on Wednesday, October 11, 1995, at 1:30 p.m. eastern time, and at any
adjournments thereof.
Unless otherwise specified in the squares provided, the undersigned's vote will be cast FOR proposals 1, 2 and 3 below.
1. The election of four Directors;
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) /_/ to vote for all nominees listed below /_/
Nominees: Daniel Pierce, Paul Bancroft III, William H. Gleysteen Jr. and Thomas J. Devine
(INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's name on the space provided below.)
2. Ratification of the selection of Coopers & Lybrand L.L.P. as independent
accountants; FOR /_/ AGAINST /_/ ABSTAIN /_/
<PAGE>
3. Approval of the continuance of the Investment Advisory, Management and
Administration Agreement between the Fund and Scudder, Stevens & Clark, Inc. FOR /_/ AGAINST /_/ ABSTAIN /_/
The Proxies are authorized to vote in their discretion on any other business
which may properly come before the Meeting and any adjournments thereof.
Please sign exactly as your name or names
appear. When signing as attorney, executor,
administrator, trustee or guardian, please give
your full title as such.
___________________________________________________
(Signature of Stockholder)
___________________________________________________
(Signature of joint owner, if any)
Date _________________________________________, 1995
PLEASE SIGN AND RETURN PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE
</TABLE>
