[LOGO] 345 Park Avenue (at 51st Street)
New York, New York 10154
(800) 349-4281
Scudder New Asia Fund, Inc.
August 21, 1998
To the Stockholders:
The Annual Meeting of Stockholders of Scudder New Asia Fund, Inc. (the
"Fund") is to be held at 8:30 a.m., Eastern time, on Wednesday, October 28,
1998, at the offices of Scudder Kemper Investments, 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 PricewaterhouseCoopers LLP 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/Daniel Pierce
Nicholas Bratt Daniel Pierce
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
Kemper Investments, Inc., 25th Floor, 345 Park Avenue (at 51st Street), New
York, New York 10154, on Wednesday, October 28, 1998 at 8:30 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 of the Board of Directors in
selecting PricewaterhouseCoopers LLP as independent accountants for the
fiscal year ending December 31, 1998.
The appointed proxies will vote on any other business as may properly come
before the meeting or any adjournments thereof.
Holders of record of the shares of common stock of the Fund at the close of
business on August 14, 1998 are entitled to vote at the meeting and any
adjournments thereof.
By order of the Board of Directors,
Thomas F. McDonough, Secretary
August 21, 1998
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
<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 Kemper Investments, Inc. ("Scudder Kemper"), 25th Floor, 345 Park Avenue
(at 51st Street), New York, New York 10154, on Wednesday, October 28, 1998 at
8:30 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 21, 1998 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, for 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 14, 1998 (the "Record Date") will be entitled to one vote per share on
all business of the Meeting and any adjournments. There were 8,804,755 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, 1997 and a copy of the semiannual report for the
six-month period ended June 30, 1998, 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 and II) to serve for a
term of three years (one year in the case of Mr. Luers), 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.
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<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 with the exception of Ms. Bolton and Mr. Luers. 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. For election of Directors at the Meeting, the Board of Directors has
approved the nomination of the individuals listed below.
Class I - Nominees to serve until 2001 Annual Meeting of Stockholders:
<TABLE>
<S> <C> <C> <C> <C>
<CAPTION>
Shares
Present Office with the Fund, if Beneficially
any; Principal Occupation or Year First Owned Percent
Employment and Directorships Became a June 30, of
Name (Age) in Publicly Held Companies Director 1998 (1) Class
- ---------- -------------------------- -------- -------- -----
Daniel Pierce (64)*+ Chairman of the Board; Managing 1991 24,288 (2) .27%
Director of Scudder Kemper
Investments, Inc.; and
Director, Fiduciary Trust
Company (bank and trust
company) and Fiduciary Company
Incorporated (bank and trust
company). Mr. Pierce serves on
the boards of certain other
funds managed by Scudder
Kemper.
Paul Bancroft III (68) Venture Capitalist and 1986 2,000 less than
Consultant; Retired President, 1/4 of 1%
Chief Executive Officer and
Director, Bessemer Securities
Corp. (private investment
company); Director, Western
Atlas, Inc. (diversified oil
services and industrial
automation company); and
former Director, Albany
International, Inc. (paper
machine belt manufacturer) and
Measurex Corporation (process
control systems company). Mr.
Bancroft serves on the boards
of certain other funds managed
by Scudder Kemper.
Sheryle J. Bolton (52) Chief Executive Officer, ____ ______ __
Scientific Learning Corporation;
and President and Chief
Operating Officer, Physicians'
Online, Inc. (electronic
transmission of clinical
information for physicians)
(1994-95). Ms. Bolton serves
on the boards of certain other
funds managed by Scudder
Kemper.
</TABLE>
2
<PAGE>
Class II - Nominee to serve until 1999 Annual Meeting of Stockholders:
<TABLE>
<S> <C> <C> <C> <C>
<CAPTION>
Shares
Present Office with the Fund, if Beneficially
any; Principal Occupation or Year First Owned Percent
Employment and Directorships Became a June 30, of
Name (Age) in Publicly Held Companies Director 1998 (1) Class
- ---------- -------------------------- -------- -------- -----
William H. Luers (69) President, The Metropolitan ____ ______ __
Museum of Art; Director, IDEX
Corporation (liquid handling
equipment manufacturer),
Wickes Lumber Company
(building materials),
StoryFirst Communications,
Inc. (owns television and
radio stations in Russia and
Ukraine), Transco Energy
Company (natural gas
transmission company) (until
1995) and The Discount
Corporation of New York (bond
trading) (until 1993). Mr.
Luers serves on the boards of
certain other funds managed by
Scudder Kemper.
</TABLE>
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 Class II and III Directors do not expire
this year. Mr. Luers, if elected, will be designated as a Class II 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 II - Directors serving until 1999 Annual Meeting of Stockholders:
<TABLE>
<S> <C> <C> <C> <C>
<CAPTION>
Shares
Present Office with the Fund, if Beneficially
any; Principal Occupation or Year First Owned Percent
Employment and Directorships Became a June 30, of
Name (Age) in Publicly Held Companies Director 1998 (1) Class
- ---------- -------------------------- -------- -------- -----
Wilson Nole (71) Consultant; Trustee, Cultural 1986 17,303 less than
Institutions Retirement Fund, 1/4 of 1%
Inc., New York Botanical
Garden, and Skowhegan School
of Painting & Sculpture; and
Director, Ecohealth, Inc.
(biotechnology company) (until
1996), and Chattem, Inc. (drug
and chemical company) (until
1993). Mr. Nolen serves on the
boards of certain other funds
managed by Scudder Kemper.
Hugh T. Patrick R.D. Calkins Professor of 1993 1,669 less than
International Business, 1/4 of 1%
Graduate School of Business,
Columbia University; Director,
Center on Japanese Economy and
Business, Columbia University;
Co-Director, APEC Study
Center, Columbia University;
and Director, Japan Society.
Mr. Patrick currently serves
on the board of one additional
fund managed by Scudder
Kemper.
</TABLE>
3
<PAGE>
Class III - Directors serving until 2000 Annual Meeting of Stockholders:
<TABLE>
<S> <C> <C> <C> <C>
<CAPTION>
Shares
Present Office with the Fund, if Beneficially
any; Principal Occupation or Year First Owned Percent
Employment and Directorships Became a June 30, of
Name (Age) in Publicly Held Companies Director 1998 (1) Class
- ---------- -------------------------- -------- -------- -----
Robert J. Callander (67) Director, ARAMARK Corporation 1994 500 less than
(diversified service 1/4 of 1%
corporation), Barnes Group,
Inc. (manufacturing company)
and Omnicom Group, Inc.
(advertising and
communications company);
Member, Council on Foreign
Relations; Managing Director,
Metropolitan Opera
Association; Trustee, Drew
University; and Visiting
Professor/Executive-in-Residence,
Columbia Business School,
Columbia University. Mr.
Callander serves on the boards
of certain other funds managed
by Scudder Kemper.
Kathryn L. Quirk (45)*+ Managing Director of Scudder 1996 413 (3) less than
Kemper Investments, Inc. Ms. 1/4 of 1%
Quirk serves on the boards of
certain other funds managed by
Scudder Kemper.
All Directors and Officers as a group 65,045 (4)
- ---------------------------
* 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) (the "1940 Act")] of the Fund or of the
Fund's investment manager, Scudder Kemper Investments, Inc. Mr. Pierce and
Ms. Quirk are deemed to be interested persons because of their affiliation
with the Fund's investment manager, Scudder Kemper Investments, Inc., or
because they are Officers of the Fund or both.
+ Mr. Pierce and Ms. Quirk 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 8,133 shares held in a fiduciary capacity.
(3) Ms. Quirk's shares are owned by members of her family as to which she shares
investment and voting power.
(4) The total for the group includes 43,223 shares held with sole investment and
voting power and 21,822 shares held with shared investment and voting power.
</TABLE>
4
<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) of
the 1940 Act, as applied to a fund, require the fund's officers, 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 received by 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, 1997, its Reporting Persons complied with all applicable
filing requirements.
According to filings with the SEC on Schedule 13G made in January 1998,
Lowe, Brockenbrough & Tattersall Strategic Advisors, Inc., 6620 West Broad
Street, Suite 300, Richmond, Virginia 23230-1720 reported beneficial ownership
of 453,400 shares, or 5.2% of the Fund's outstanding shares.
Except as noted above, to the best of the Fund's knowledge, as of June 30,
1998 no 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 decisions, 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. It is expected that William H. Gleysteen, Jr. will be appointed as an
Honorary Director at the Board meeting to be held immediately following the
Annual Meeting of Stockholders.
Committees of the Board--Board Meetings
The Board of Directors of the Fund met six times during the fiscal year
ended December 31, 1997.
The Board of Directors, in addition to an Executive Committee, has an Audit
Committee, a Valuation Committee and a Committee on Independent Directors. 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 Kemper ("Noninterested Directors"),
as defined in the 1940 Act, which last met on April 28, 1998. 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.
Committee on Independent Directors
The Board has a Committee on Independent Directors consisting of the
Noninterested Directors. The Committee is charged with the duty of making all
nominations for Noninterested Directors and
5
<PAGE>
consideration of other related matters. Stockholders' recommendations as to
nominees received by management are referred to the Committee for its
consideration and action. The Committee last met on April 28, 1998 to consider
and to nominate the nominees set forth above.
Executive Officers
In addition to Mr. Pierce and Ms. Quirk, Directors who are also Officers of
the Fund, the following persons are Executive Officers of the Fund:
<TABLE>
<S> <C> <C>
<CAPTION>
Year Firs
Present Office with the Fund; Became an
Name (Age) Principal Occupation or Employment (1) Office (2)
---------- -------------------------------------- ---------
Elizabeth J. Allan (45) Vice President; Senior Vice President of Scudder Kemper 1989
Investments, Inc.
Nicholas Bratt (50) President; Managing Director of Scudder Kemper 1984
Investments, Inc.
James DiBiase (38) Assistant Treasurer; Senior Vice President of Scudder 1998
Kemper Investments, Inc.
Bruce H. Goldfarb (33) Vice President and Assistant Secretary; Senior Vice 1997
President of Scudder Kemper Investments, Inc. since
February 1997; previously practiced law with the law firm
of Cravath, Swaine & Moore.
Theresa Gusman (38) Vice President; Senior Vice President of Scudder Kemper 1996
Investments, Inc. since 1995; previously a Vice
President, Arnhold and S. Bleichroeder.
Judith A. Hannaway (43) Vice President; Vice President of Scudder Kemper 1997
Investments, Inc. since February 1995; previously a
Senior Vice President in the Investment Banking Group of
Kidder Peabody & Company.
Jerard K. Hartman (65) Vice President; Managing Director of Scudder Kemper 1986
Investments, Inc.
John R. Hebble (40) Treasurer; Senior Vice President of Scudder Kemper 1998
Investments, Inc.
Thomas F. McDonough (51) Vice President and Secretary; Senior Vice President of 1986
Scudder Kemper Investments, Inc.
Caroline Pearson (36) Assistant Secretary; Senior Vice President of Scudder 1998
Kemper Investments, Inc. since September 1997; previously
practiced law with the law firm of Dechert Price & Rhoads.
</TABLE>
(1) Unless otherwise stated, all Executive Officers have been associated with
Scudder Kemper for more than five years, although not necessarily in the
same capacity.
(2) The President, Treasurer and Secretary each hold office until his successor
has been duly elected and qualified, and all other officers hold office in
accordance with the By-Laws of the Fund.
Transactions with and Remuneration of Directors and Officers
The aggregate direct remuneration by the Fund of Directors not affiliated
with Scudder Kemper was $90,218, including expenses, for the fiscal year ended
December 31, 1997. Each such unaffiliated Director currently receives fees paid
by the Fund of $750 per Directors' meeting attended and an annual Director's fee
of $6,000. Each Director also receives $250 per committee meeting attended
(other than Audit Committee meetings and meetings held for the purposes of
considering arrangements between
6
<PAGE>
the Fund and the Investment Manager or an affiliate of the Investment Manager,
for which such Director receives a fee of $750). Scudder Kemper 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 a management fee
for its services. Several of the Fund's Officers and Directors are also
officers, directors, employees or stockholders of Scudder Kemper and participate
in the fees paid to that firm (see "Investment Manager," page 8), although the
Fund makes no direct payments to them other than for reimbursement of travel
expenses in connection with the attendance at 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 and
Scudder.
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, Scudder,
plus compensation received from all funds managed by Scudder Kemper for which a
Director serves. The total number of funds from which a Director receives such
compensation is also provided in column (5).
Compensation Table
for the year ended December 31, 1997
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
(1) (2) (3) (4) (5)
Aggregate Aggregate Compensation as
Compensation Estimated a Director/Trustee of
as a Director of the Fund Pension or Annual the Fund and Other
Retirement Benefits Benefits Scudder Funds
Name of Person, Paid by Paid by Accrued As Part of Upon Paid by Paid by
Position Fund Scudder** Fund Expenses Retirement Funds Scudder**
----------------------------------------------------------------------------------------------------------------
Paul Bancroft III, $10,750 $1,500 N/A N/A $156,922 $25,950
Director (20 funds*)
Robert J. Callander, $12,250 $1,500 N/A N/A $52,284 $4,500
Director (4 funds)
Thomas J. Devine, $12,250 $1,500 N/A N/A $186,598 $27,150
Director*** (21 funds)
William H. Gleysteen, $12,250 $1,500 $2,400+ $3,000+ $136,150 $19,850
Jr., Director*** (15 funds)
Wilson Nolen, $12,250 $1,500 N/A N/A $189,548 $25,300
Director (21 funds*)
Hugh T. Patrick, $12,250 $0 N/A N/A $27,750 $0
Director (2 funds)
* This does not include membership on the Boards of funds which commenced operations in 1998.
** During 1997 Scudder, Stevens & Clark, Inc. ("Scudder") voluntarily agreed to pay the fees and expenses of
Directors relating to special meetings held for the purpose of considering the proposed alliance between
Scudder and Zurich Insurance Company, which was consummated on December 31, 1997.
7
<PAGE>
*** In accordance with the Board of Directors' retirement policy, Messrs. Devine and Gleysteen are not
standing for re-election.
+ Retirement benefits accrued and proposed to be paid as additional compensation for serving on the Board
of the Japan Fund, Inc.
</TABLE>
Ms. Bolton and Mr. Luers, both nominees for Director of the Fund, received
$97,013 and $134,079, respectively, during 1997 for serving on the Boards of
other funds advised by Scudder Kemper.
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 April 28, 1998, the Board of Directors of the Fund,
including a majority of the Noninterested Directors, recommended to stockholders
the selection of Coopers & Lybrand L.L.P. to act as independent accountants for
the Fund for the fiscal year ending December 31, 1998. Effective July 1, 1998,
Coopers & Lybrand L.L.P. and Price Waterhouse LLP merged to become
PricewaterhouseCoopers LLP. PricewaterhouseCoopers LLP 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 PricewaterhouseCoopers LLP 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, 1997
were audited by PricewaterhouseCoopers LLP.
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 ratify the selection of
PricewaterhouseCoopers LLP as independent accountants.
Investment Manager
Scudder Kemper Investments, Inc. (the "Investment Manager") is a Delaware
corporation. Rolf Hueppi* is the Chairman of the Board and Director, Edmond D.
Villani# is the President, Chief Executive Officer and Director, Stephen R.
Beckwith# is the Treasurer and Chief Financial Officer, Kathryn L. Quirk# is the
General Counsel, Chief Compliance Officer and Secretary, Lynn S. Birdsong# is a
Corporate Vice President and Director, Cornelia M. Small# is a Corporate Vice
President and Director, Laurence Cheng* is a Director and Marcus Rohrbasser is a
Director of the Investment Manager. The principal occupation of each of Edmond
D. Villani, Stephen R. Beckwith, Kathryn L. Quirk, and Cornelia M. Small is
serving as a Managing Director of the Investment Manager; the principal
occupation of Rolf Hueppi, Laurence Cheng and Marcus Rohrbasser is serving as an
officer of Zurich Insurance Company ("Zurich").
- ------------------------
* Mythenquai 2, Zurich, Switzerland
# 345 Park Avenue, New York, New York
The outstanding voting securities of the Investment Manager are held of
record 36.63% by Zurich Holding Company of America ("ZHCA"), a subsidiary of
Zurich; 32.85% by ZKI Holding Corp. ("ZKIH") a subsidiary of Zurich; 20.86% by
Stephen R. Beckwith, Lynn S. Birdsong, Kathryn L. Quirk, Cornelia M.
8
<PAGE>
Small and Edmond D. Villani in their capacity as representatives (the
"Management Representatives") of the Investment Manager's management holders and
retiree holders pursuant to a Second Amended and Restated Security Holders
Agreement (the "Security Holders Agreement") among the Investment Manager,
Zurich, ZHCA, ZKIH, the Management Representatives, the management holders, the
retiree holders and Edmond D. Villani, as trustee of Scudder Kemper Investments,
Inc. Executive Defined Contribution Plan Trust (the "Trust"); and 9.66% by the
Trust. There are no outstanding non-voting securities of the Investment Manager.
In connection with a transaction effective December 31, 1997, pursuant to
which Zurich acquired a two-thirds interest in Scudder for $866.7 million in
cash and the businesses of Scudder and Zurich's subsidiary, Zurich Kemper
Investments, Inc., were combined to form Scudder Kemper, Mr. Pierce sold 85.1%
of his holdings in Scudder to Zurich for cash. Pursuant to the Security Holders
Agreement (which was entered into in connection with the Scudder-Zurich
transaction), the Board of Directors of the Investment Manager consists of four
directors designated by ZHCA and ZKIH and three directors designated by the
Management Representatives.
Brokerage Commissions on Portfolio Transactions
To the maximum extent feasible Scudder Kemper places orders for portfolio
transactions through Scudder Investor Services, Inc., Two International Place,
Boston, Massachusetts 02110 (the "Distributor") (a corporation registered as a
broker/dealer and a subsidiary of Scudder Kemper), 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. In selecting brokers and dealers with which to place
portfolio transactions for the Fund, Scudder Kemper may place such transactions
with brokers and dealers that sell shares of funds advised by Scudder Kemper.
Allocation of portfolio transactions is supervised by Scudder Kemper.
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 properly 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 facsimile by Officers of the Fund or personnel of Scudder Kemper.
The Fund has retained Shareholder Communications Corporation, 17 State Street,
New York, New York 10004 to assist in the proxy solicitation. The cost of their
services is estimated at $3,500. The expenses connected with the solicitation of
the proxies and with any further proxies which may be solicited by the Fund's
Officers or Shareholder Communications Corporation, 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 Meeting are not received by October 28, 1998, 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
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<PAGE>
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
1999 meeting of stockholders of the Fund must be received by Thomas F.
McDonough, Secretary of the Fund, c/o Scudder Kemper Investments, Inc., at 345
Park Avenue, New York, New York 10154, not later than April 23, 1999.
By order of the Board of Directors,
Thomas F. McDonough
Secretary
345 Park Avenue
New York, New York 10154
August 21, 1998
10
<PAGE>
PROXY SCUDDER NEW ASIA FUND, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Stockholders--October 28, 1998
The undersigned hereby appoints Paul Bancroft III, Robert J. Callander and
Daniel Pierce, 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 Kemper Investments, Inc., 25th Floor,
345 Park Avenue (at 51st Street), New York, New York 10154, on Wednesday,
October 28, 1998 at 8:30 a.m., Eastern time, and at any adjournments thereof.
Unless otherwise specified in the squares provided, the undersigned's vote will
be cast "FOR" each numbered item listed on the reverse side.
1. The election of Directors:
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<S> <C> <C>
<CAPTION>
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below / / to vote for all nominees listed below / /
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Nominees: Class I: Daniel Pierce, Paul Bancroft III and Sheryle J. Bolton. Class II: William H. Luers.
(INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's name on the space provided below.)
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2. Ratification of the selection of PricewaterhouseCoopers LLP as independent
accountants: FOR / / AGAINST / / ABSTAIN / /
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<PAGE>
The Proxies are authorized to vote upon such other business as may properly come
before the Meeting.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /
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PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE
NO POSTAGE IS REQUIRED
Please sign exactly as your name or names appear. Signature Date
When signing as attorney, executor, administrator, trust- --------------- ---------------
ee or guardian, please give your full title as such.
Signature Date
--------------- ---------------
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