Scudder New Asia Fund, Inc.
345 Park Avenue (at 51st Street)
New York, New York 10154
(800) 349-4281
August 26, 1996
To the Stockholders:
The Annual Meeting of Stockholders of Scudder New Asia Fund, Inc. (the
"Fund") is to be held at 9:30 a.m., eastern time, on Monday, October 7, 1996 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 and
consider the ratification of the selection of Coopers & Lybrand L.L.P. as the
Fund's independent accountants. 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 Monday, October 7, 1996 at 9:30 a.m., eastern time, for the
following purposes:
(1) To elect three Directors of the Fund to hold office for a term
of three years and one Director of the Fund to hold office for a term of
one year 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, 1996.
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 19, 1996 are entitled to vote at the meeting and any adjournments
thereof.
By order of the Board
of Directors,
Thomas F. McDonough,
Secretary
August 26, 1996
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 Monday, October 7, 1996, at 9:30 a.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 26, 1996, 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.
Holders of record of the common stock of the Fund at the close of business
on August 19, 1996 (the "Record Date") will be entitled to one vote per share on
all business of the Meeting and any adjournments. There were 8,737,036 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, 1995, 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 to serve for a term of three
years (one year in the case of Ms. Quirk), 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. Except for Ms. Quirk, each of the
nominees is now a Director of the Fund. Mr. Juris Padegs served as Director of
the Fund until July 23, 1996, at which time he retired from the Board. 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.
Class II--Nominees to serve until 1999 Annual Meeting of Stockholders:
<TABLE>
<CAPTION>
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, 1996(1) Class
- ---------- -------------------------- -------- ---------------- -----
<S> <C> <C> <C> <C>
Nicholas Bratt President; Managing 1986 3,375 less than 1/4 of
(49)* Director of Scudder, 1%
Stevens & Clark, Inc.
Mr. Bratt serves on the
boards of an additional
15 funds managed by
Scudder.
Dr. Wilson Nolen Consultant; Trustee, 1986 18,517(2) less than 1/4 of
(69) Cultural Institutions 1%
Retirement Fund, Inc.;
Director, Ecohealth,
Inc. (biotechnology
company) (until 1996)
and Chattem, Inc. (drug
and chemical company)
(until 1993). Dr. Nolen
serves on the boards of
an additional 16 funds
managed by Scudder.
Hugh T. Patrick R.D. Calkins Professor 1993 1,669 less than 1/4 of
(66) of International 1%
Business, Graduate
School of Business,
Columbia University;
Director, Center on
Japanese Economy and
Business, Graduate
School of Business,
Columbia University;
Co-Director, APEC Study
Center, Columbia
University; Member,
Center for Korean
Research, East Asian
Institute, Columbia
University; Director,
Japan Society. Mr.
Patrick serves on the
board of one additional
fund managed by Scudder.
4
<PAGE>
Class III--Nominee to serve 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, 1996(1) Class
- ---------- -------------------------- -------- ---------------- -----
Kathryn L. Quirk Managing Director of -- 383(3) less than 1/4 of
(43)* Scudder, Stevens & 1%
Clark, Inc. Ms. Quirk
serves on the boards of
an additional 6 funds
managed by Scudder.
</TABLE>
Information Concerning Continuing Directors
The Board of Directors is divided into three classes, each Director serving for
a term of three years. Mr. Villani will serve as Director of the Fund until
October 7, 1996, at which time he will be retiring from the Board. The terms of
Class I and III do not expire this year. Ms. Quirk, if elected, will be
designated as a Class III Director. The following table sets forth certain
information regarding the Directors in such classes. Unless otherwise noted,
each Director has engaged in the principal occupation listed in the following
table for more than five years, but not necessarily in the same capacity.
Class I--Directors serving until 1998 Annual Meeting of Stockholders:
<TABLE>
<CAPTION>
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, 1996(1) Class
- ---------- -------------------------- -------- ---------------- -----
<S> <C> <C> <C> <C>
Daniel Pierce Chairman of the Board 1991 16,982(4) less than 1/4 of
(62)* and Managing Director 1%
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 52 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, 1996(1) Class
- ---------- -------------------------- -------- ---------------- -----
Paul Bancroft III Venture Capitalist and 1986 4,000 less than 1/4 of
(66) Consultant; Retired 1%
President, Chief
Executive Officer and
Director, Bessemer
Securities Corporation
(private investment
company); Director,
Western Atlas, Inc.
(diversified oil
services and industrial
automation company),
Measurex Corporation
(process control
systems company). Mr.
Bancroft serves on the
boards of an additional
15 funds managed by
Scudder.
William H. Consultant; President, 1986 2,434(5) less than 1/4 of
Gleysteen, Jr. (70) The Japan Society, Inc. 1%
(until 1995). Mr.
Gleysteen serves on the
boards of an additional
12 funds managed by
Scudder.
Thomas J. Devine Consultant. Mr. Devine 1994 2,026(6) less than 1/4 of
(69) serves on the boards of 1%
an additional 17 funds
managed by Scudder.
6
<PAGE>
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, 1996(1) Class
- ---------- -------------------------- -------- ---------------- -----
Edmond D. Villani Chairman of the Board; 1990 5,333 less than 1/4 of
(49)*+++ President, Chief 1%
Executive Officer and
Managing Director of
Scudder, Stevens &
Clark, Inc. Mr. Villani
serves on the boards of
an additional 16 funds
managed by Scudder.
Robert J. Callendar Visiting Professor/ 1994 500 less than 1/4 of
(65) Executive -in-Residence, 1%
Columbia Business
School, Columbia
University; Former Vice
Chairman, Chemical
Banking Corporation;
Director, ARAMARK
Corporation, Barnes
Group Inc., Beneficial
Corporation, and
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 56,478(7) .65%
- ---------------------------
</TABLE>
* Persons 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. Ms. Quirk, Messrs. Bratt, 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.
+++ Mr. Villani is a member 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) Dr. Nolen's total includes 3,011 shares held by members of his family as to
which he shares investment and voting power.
(3) Ms. Quirk's shares are owned by members of her family as to which she
shares investment and voting power.
(4) Mr. Pierce's total includes 14,132 shares held in a fiduciary capacity.
(5) Mr. Gleysteen's total includes 2,077 shares held by members of his family
as to which he shares investment and voting power.
(6) Mr. Devine's shares are owned by members of his family as to which he
shares investment and voting power.
(7) The total for the group includes 33,848 shares held with sole investment
and voting power and 22,630 shares held with shared investment and voting
power.
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
7
<PAGE>
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, 1995, its Reporting Persons complied with all
applicable filing requirements.
Certain accounts for which Scudder acts as investment adviser owned 593,077
shares, in the aggregate, or 6.79% of the outstanding shares of the Fund on June
30, 1996. 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,
1996, no other person owned beneficially more than 5% of the Fund's outstanding
stock.
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, 1995. 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, except Mr. Villani who attended 70.6% of the
meetings of the Board of Directors and related committees on which he serves.
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
8
<PAGE>
consideration and action. The Committee met on April 16, 1996 to consider and to
nominate the nominees set forth above.
Executive Officers
In addition to Messrs. Bratt, Pierce and Villani, 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 (43) Vice President; Principal of 1989
Scudder, Stevens & Clark, Inc.
Jerard K. Hartman (63) Vice President; Managing 1986
Director of Scudder, Stevens
& Clark, Inc.
Seung K. Kwak (35) Vice President; Managing 1993
Director of Scudder, Stevens
& Clark, Inc.
David S. Lee (62) Vice President; Managing 1986
Director of Scudder, Stevens
& Clark, Inc.
Edward J. O'Connell (51) Vice President and Assistant 1986
Treasurer; Principal of
Scudder, Stevens & Clark, Inc.
Pamela A. McGrath (42) Treasurer; Managing Director 1990
of Scudder, Stevens & Clark,
Inc.
Thomas F. McDonough (49) Secretary and Assistant 1986
Treasurer; Principal of
Scudder, Stevens & Clark, Inc.
Coleen Downs Dinneen (35) Assistant Secretary; Vice 1992
President of Scudder, Stevens
& Clark, Inc.
</TABLE>
(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.
Transactions with and Remuneration of Directors and Officers
The aggregate direct remuneration by the Fund of Directors not affiliated
with Scudder was $90,156, including expenses, during the fiscal year ended
December 31, 1995. 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 11), 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.
9
<PAGE>
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.
<TABLE>
<CAPTION>
Compensation Table
for the year ended December 31, 1995
(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, $12,250 N/A N/A $142,067
Director (15 funds*)
Robert J. Callander, $12,250 N/A N/A $37,950
Director (3 funds)
Thomas J. Devine, $12,250 N/A N/A $146,267
Director (17 funds*)
William H. Gleysteen, Jr., $12,250 N/A N/A $134,650
Director (12 funds*)
Dr. Wilson Nolen, $12,250 N/A N/A $148,342
Director (16 funds*)
Hugh T. Patrick, $12,250 N/A N/A $14,337
Director (2 funds)
</TABLE>
* This does not include membership on the Board of Scudder Emerging Markets
Growth Fund, which commenced operations on May 8, 1996.
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 23, 1996, 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, 1996. 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
10
<PAGE>
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, 1995
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.
Investment Manager
Scudder is a Delaware corporation. Daniel Pierce* is the Chairman of the
Board of Scudder. Edmond D. Villani# is the President and Chief Executive
Officer of Scudder. Stephen R. Beckwith#, Lynn S. Birdsong#, Nicholas Bratt#, E.
Michael Brown*, Mark S. Casady*, Linda C. Coughlin*, Margaret D. Hadzima*,
Jerard K. Hartman#, Richard A. Holt@, Dudley H. Ladd*, John T. Packard+++,
Kathryn L. Quirk#, Cornelia M. Small# and Stephen A. Wohler* 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.
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.
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 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.
- ---------------------------
* 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
11
<PAGE>
Miscellaneous
Proxies will be solicited by mail and may be solicited in person or by
telephone or facsimile 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. The expenses connected with the
solicitation of the proxies and with any further proxies which may be solicited
by the Fund's Officers or Corporate Investor Communications, Inc., in person, by
telephone or by facsimile 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.
In the event that sufficient votes in favor of any proposal set forth in
the Notice of this Meeting are not received by October 7, 1996, 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
1997 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 25, 1997.
By order of the Board of Directors,
Thomas F. McDonough
Secretary
345 Park Avenue
New York, New York 10154
August 26, 1996
12
<PAGE>
PROXY SCUDDER NEW ASIA FUND, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Stockholders -- October 7, 1996
The undersigned hereby appoints Nicholas Bratt, Dr. Wilson Nolen and Daniel
Pierce 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 Monday, October
7, 1996, at 9:30 a.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 WITHHOLD AUTHORITY
below (except as marked to vote for all nominees
to the contrary below) /_/ listed below /_/
Nominees: Nicholas Bratt, Dr. Wilson Nolen, Hugh T. Patrick and Kathryn L. Quirk
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nomine'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>
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
guardin, please give your full title as such.
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(Signature of Stockholder)
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(Signature of joint owner, if any)
DATE , 1996
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PLEASE SIGN AND RETURN PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE
