SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(A) of the Securities
Exchange Act of 1934 (Amendment No.__ )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
SCUDDER NEW ASIA FUND, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identity the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
[LOGO] 345 Park Avenue
New York, New York 10154
(800) 349-4281
Scudder New Asia Fund, Inc. August 24, 2001
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To the Stockholders:
The Annual Meeting of Stockholders of Scudder New Asia Fund, Inc. (the "Fund")
is to be held at 12:30 p.m., Seoul, Korea time, on Wednesday, October 3, 2001,
at the offices of Zurich Scudder Investments Korea Limited, 8th Floor, Young
Poong Building, 33, Seorin-Dong, Chongro-Gu, Seoul, 110-752, Korea. 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 three Directors. 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 the three nominees for
Directors.
Respectfully,
/s/Nicholas Bratt /s/Daniel Pierce
Daniel Pierce
Nicholas Bratt Chairman of the Board
President
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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.
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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 Zurich
Scudder Investments Korea Limited, 8th Floor, Young Poong Building, 33,
Seorin-Dong, Chongro-Gu, Seoul, 110-752, Korea, on Wednesday, October 3, 2001 at
12:30 p.m., Seoul, Korea time, for the following purpose:
To elect three 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.
The appointed proxies will vote in their discretion on any other business as may
properly come before the meeting or any adjournments or postponements thereof.
Holders of record of the shares of common stock of the Fund at the close of
business on August 3, 2001 are entitled to vote at the meeting and any
adjournments or postponements thereof.
By order of the Board of Directors,
/s/John Millette,
John Millette,
Secretary
August 24, 2001
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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.
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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 Zurich Scudder
Investments Korea Limited, 8th Floor, Young Poong Building, 33, Seorin-Dong,
Chongro-Gu, Seoul, 110-752, Korea, on Wednesday, October 3, 2001 at 12:30 p.m.,
Seoul, Korea time, and at any adjournments or postponements 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 24, 2001 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 the three
nominees 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 the proposal which requires the approval of a
majority of the shares present in person or by proxy at the Meeting.
Holders of record of the common stock of the Fund at the close of business on
August 3, 2001 (the "Record Date") will be entitled to one vote per share on all
business of the Meeting and any adjournments thereof. There were 8,941,433
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, 2000 and a copy of the semiannual report for the six-month period
ended June 30, 2001, without charge, by calling 800-349-4281 or 800-294-4366 or
writing the Fund at 345 Park Avenue, New York, New York 10154.
1
PROPOSAL: 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 three nominees
listed below as Directors of the Fund 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.
Information Concerning Nominees
The following table sets forth certain information concerning each of the three
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. 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 2004 Annual Meeting of Stockholders:
- -------
Present Office with the Dollar Range Aggregate Dollar Range of
Fund, if any; Principal of Equity Equity Securities in All
Occupation or Securities in Registered Investment Companies
Name (Age) Employment and Year First the Fund as Overseen by Director in the
Address Directorships in Became a of June 30, Scudder Family of Investment
Interested Director Publicly Held Companies Director 2001^(1) Companies as of June 30, 2001^(1)
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[GRAPHIC OMITTED] Chairman of the Board; 1991 Over Over $100,000
Advisory Managing $100,000^(2)
Daniel Pierce (67)*+ Director of Zurich
c/o Zurich Scudder Scudder Investments,
Investments, Inc. Inc. ("Zurich Scudder"
345 Park Avenue or the "Investment
New York, NY 10154 Manager"); Director,
Fiduciary Trust Company
(bank and trust company)
and Fiduciary Company
Incorporated (bank and
trust company).
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2
Class I -- Nominees to serve until 2004 Annual Meeting of Stockholders:
- -------
Present Office with the Dollar Range Aggregate Dollar Range of
Fund, if any; Principal of Equity Equity Securities in All
Occupation or Securities in Registered Investment Companies
Name (Age) Employment and Year First the Fund as Overseen by Director in the
Address Directorships in Became a of June 30, Scudder Family of Investment
Interested Directors Publicly Held Companies Director 2001^(1) Companies as of June 30, 2001^(1)
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[GRAPHIC OMITTED] Clinical Professor of 1999 $10,001- $50,001-$100,000
Finance, Stern School $50,000
Kenneth C. Froewiss (55) of Business, New York
c/o Zurich Scudder University; previously,
Investments, Inc. Managing Director, J.P.
345 Park Avenue Morgan (investment
New York, NY 10154 banking firm) (until
1996). Mr. Froewiss
serves on the boards
of certain other funds
managed by Zurich Scudder.
[GRAPHIC OMITTED]
Susan Kaufman Vice President, Council 2001++ None $1-$10,000
Purcell (59) of the Americas; Vice
c/o Zurich Scudder President, Americas
Investments, Inc. Society; Director,
345 Park Avenue Valero Energy Corp. Dr.
New York, NY 10154 Purcell serves on the
boards of certain other
funds managed by Zurich
Scudder.
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Information Concerning Continuing Directors
The Board of Directors is divided into three classes with each Director serving
for a term of three years. The terms of Class II and III Directors do not expire
this year. 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.
3
Class II -- Directors to serve until 2002 Annual Meeting of Stockholders:
- --------
Present Office with the Dollar Range Aggregate Dollar Range of
Fund, if any; Principal of Equity Equity Securities in All
Occupation or Securities in Registered Investment Companies
Name (Age) Employment and Year First the Fund as Overseen by Director in the
Address Directorships in Became a of June 30, Scudder Family of Investment
Interested Director Publicly Held Companies Director 2001^(1) Companies as of June 30, 2001^(1)
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[GRAPHIC OMITTED] Chairman and President, 1998 $1-$10,000 $50,001-$100,000
United Nations
William H. Luers (72) Association of the
c/o Zurich Scudder United States of
Investments, Inc. America; Director, IDEX
345 Park Avenue Corporation (liquid
New York, NY 10154 handling equipment
manufacturer), Wickes
Lumber Company
(building materials),
American Online Latin
America, The Eurasia
Foundation, The Gilman
Foundation and School
of International and
Public Affairs,
Columbia University;
Member, Advisory Board,
The Trust for Mutual
Understanding; Member,
Executive Committee and
Board of Directors,
Institute for East-West
Studies; formerly,
President, Metropolitan
Museum of Art
(1986-1999) (retired),
Director, StoryFirst
Communications, Inc.
(owns television and
radio stations in
Russia and Ukraine)
(1996-1999). Mr. Luers
serves on the boards of
certain other funds
managed by Zurich
Scudder.
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4
Class II -- Directors to serve until 2002 Annual Meeting of Stockholders:
- --------
Present Office with the Dollar Range Aggregate Dollar Range of
Fund, if any; Principal of Equity Equity Securities in All
Occupation or Securities in Registered Investment Companies
Name (Age) Employment and Year First the Fund as Overseen by Director in the
Address Directorships in Became a of June 30, Scudder Family of Investment
Noninterested Directors Publicly Held Companies Director 2001^(1) Companies as of June 30, 2001^(1)
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[GRAPHIC OMITTED] Director and Chief 2001++ None Over $100,000
Executive Officer, IMF
Ronaldo A. da Frota Editora Ltda.
Nogueira (62) (financial publisher);
c/o Zurich Scudder Director, Brazilian
345 Park Avenue Association of
New York, NY 10154 Securities Analysts
(ABAMEC-Brazil) and
Board of Association of
Certified International
Investment Analysts
(ACIIA). Mr. da Frota
Nogueira serves on the
boards of certain other
funds managed by Zurich
Scudder.
[GRAPHIC OMITTED] Professor (formerly 1999 None None
Dean, 1999-2001),
Kesop Yun (56) College of Business
c/o Zurich Scudder Administration, Seoul
Investments, Inc. National University,
345 Park Avenue Seoul, Korea; Visiting
New York, NY 10154 Professor, London
Business School
(1997-98); President,
Korea Securities &
Economy Institute
(1994-95) and Korea Tax
Association (1994-95).
Mr. Yun serves on the
boards of certain other
funds managed by Zurich
Scudder.
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5
Class III -- Directors to serve until 2003 Annual Meeting of Stockholders:
- ---------
Present Office with the Dollar Range Aggregate Dollar Range of
Fund, if any; Principal of Equity Equity Securities in All
Occupation or Securities in Registered Investment Companies
Name (Age) Employment and Year First the Fund as Overseen by Director in the
Address Directorships in Became a of June 30, Scudder Family of Investment
Interested Director Publicly Held Companies Director 2001^(1) Companies as of June 30, 2001^(1)
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[GRAPHIC OMITTED] President; Managing 2000 Over $100,000 Over $100,000
Director of Zurich
Nicholas Bratt (53)*+ Scudder; Director,
c/o Zurich Scudder Korea Society (private
Investments, Inc. society). Mr. Bratt
345 Park Avenue serves on the boards of
New York, NY 10154 certain other funds
managed by Zurich
Scudder.
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6
Class III -- Directors to serve until 2003 Annual Meeting of Stockholders:
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Present Office with the Dollar Range Aggregate Dollar Range of
Fund, if any; Principal of Equity Equity Securities in All
Occupation or Securities in Registered Investment Companies
Name (Age) Employment and Year First the Fund as Overseen by Director in the
Address Directorships in Became a of June 30, Scudder Family of Investment
Noninterested Director Publicly Held Companies Director 2001^(1) Companies as of June 30, 2001^(1)
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[GRAPHIC OMITTED] Retired Vice Chairman, 1994 $10,001- $50,001-$100,000
Chemical Banking $50,000
Robert J. Callandar (70) Corporation; Director,
c/o Zurich Scudder ARAMARK Corporation, and
Investments, Inc. Omnicom Group, Inc.;
345 Park Avenue Member, Council on Foreign
New York, NY 10154 Relations; Managing
Director, Metropolitan
Opera Association;
Previously Visiting
Professor/Executive-in-
Residence, Columbia
University Business School;
Formerly, Director, Barnes
Group, Inc. (until April
2001). Mr. Callander
serves on the boards of
certain other funds
managed by Zurich Scudder.
All Directors and Officers as a group 38,026 Shares
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* Director considered by the Fund and its counsel to be an "interested
person" (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, Zurich Scudder, or sub-advisor, Zurich Scudder
Investments Singapore, Limited ("Zurich Scudder Singapore"). Mr. Pierce and
Mr. Bratt are each deemed to be an interested person because of their
affiliation with the Fund's investment manager, Zurich Scudder, or because
they are Officers of the Fund, or both.
+ Mr. Pierce and Mr. Bratt are members of the Executive Committee of the
Fund.
++ Dr. Purcell and Mr. da Frota Nogueira were appointed Directors of the Fund
by the Fund's Board and its Noninterested Directors on April 4, 2001,
effective July 18, 2001.
(1) The information as to beneficial ownership is based on statements furnished
to the Fund by the Directors and nominees. 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.
The composition of the Board of Directors commencing on July 18, 2001 reflects
an effort to align more closely the composition of the Boards of Directors of
several of the closed-end funds that are managed by Zurich Scudder. The Board
believes that this alignment may result in certain efficiencies, including
reducing Board meeting costs. Accordingly, as noted above, Dr. Purcell and Mr.
da Frota Nogueira were appointed to the Board effective July 18, 2001. In
addition, Ms. Sheryle J. Bolton and Mr. Hugh T. Patrick resigned from the Board,
effective July 18, 2001.
7
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) 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, Inc. Such persons are required by SEC regulations to
furnish the Fund with copies of all such filings.
Based on a review of reports filed by the Fund's directors and executive
officers, the Investment Manager, officers and directors of the Investment
Manager, affiliated persons of the Investment Manager and beneficial holders of
10% or more of the outstanding shares of the Fund and written representations
from certain of such persons, all filings required for the fiscal year ended
December 31, 2000 by Section 16(a) of the Securities and Exchange Act of 1934
were timely, except that Harold D. Kahn filed a Form 3 late.
According to a filing made with the SEC in February 2001, the following owned
beneficially more than 5% of the Fund's outstanding stock:
First Union Capital Management, One First Union Center, 301 S. College Street,
Charlotte, NC 28288 reported beneficial ownership of 83,360 shares, or 9.53%.
Except as noted above, to the best of the Fund's knowledge, as of June 30, 2001,
no other person owned beneficially more than 5% of the Fund's outstanding stock.
Honorary Directors
James W. Morley, Robert G. Stone, Jr., William H. Gleysteen and Wilson Nolen
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, Stone,
Gleysteen and Nolen had served as Directors of the Fund since 1986. Messrs.
Morley, Stone, Gleysteen and Nolen retired as Directors in 1993, 1994, 1998 and
1999, respectively, 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, 2000. All Directors 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 serve as regular members.
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.
8
Audit Committee
The Board has an Audit Committee, consisting of those Directors who are not
interested persons of the Fund or of Zurich Scudder ("Noninterested Directors")
as defined in the 1940 Act, which met twice during the fiscal year ended
December 31, 2000. The members of the Audit Committee are independent, as
independence is defined in the listing standards of The New York Stock Exchange,
Inc. 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 discusses with management the Fund's audited
financial statements, reviews the independent accountants' required
communications regarding the scope and results of the audit that may assist the
Audit Committee in overseeing management's financial reporting and disclosure
process, 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, reviews matters related to the independence of the Fund's
independent accountants and in general considers and reports to the Board on
matters regarding the Fund's accounting and bookkeeping practices.
The Board of Directors has adopted a written charter for the Audit Committee,
which is attached to this proxy statement as Exhibit A.
At a meeting held on July 18, 2001, the Board of Directors of the Fund,
including a majority of the Noninterested Directors, selected
PricewaterhouseCoopers LLP to act as independent accountants for the Fund for
the fiscal year ending December 31, 2001. The Fund's financial statements for
the fiscal year ended December 31, 2000 were audited by PricewaterhouseCoopers
LLP. The following table sets forth the aggregate fees billed for professional
services rendered by PricewaterhouseCoopers LLP^(1):
Financial Information Systems All Other Fees^(2)
Audit Fees Design and Implementation Fees
- --------------------------------------------------------------------------------
$72,000 $0 $6,680,586
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The fees disclosed in the table above under the caption "Audit Fees" are the
aggregate fees for professional services rendered for the audit of the Fund for
the most recent fiscal year. The fees disclosed under the captions "Financial
Information Systems Design and Implementation Fees" and "All Other Fees" include
fees billed for services, if any, during the most recent calendar year to the
Fund, Zurich Scudder and all entities controlling, controlled by, or under
common control with Zurich Scudder that provide services to the Fund.
- -----------
(1) In addition to the amount shown in the table, PricewaterhouseCoopers LLP's
fees for professional services rendered for audit and tax services provided
to other Zurich Scudder-advised funds were approximately $3,548,900.
(2) All Other Fees includes $1,451,000 for services in connection with risk
management, taxation, attest/agreed upon procedures, review of filings with
the SEC and testing of internal controls for Zurich Scudder and other
related entities that provide support for the operations of the funds.
9
The Fund's Audit Committee gave careful consideration to the non-audit related
services provided by PricewaterhouseCoopers LLP to the Fund, Zurich Scudder and
entities controlling, controlled by or under common control with Zurich Scudder
that provide services to the Fund, and, based in part on certain representations
and information provided by PricewaterhouseCoopers LLP, determined that the
provision of these services was compatible with maintaining
PricewaterhouseCoopers LLP's independence.
Representatives of PricewaterhouseCoopers LLP are not expected to be present at
the Meeting, but will be available by telephone to respond to appropriate
questions and to make a statement if they wish to do so.
Audit Committee Report
In connection with the audited financial statements as of and for the year ended
December 31, 2000 included in the Fund's Annual Report for the year ended
December 31, 2000 (the "Annual Report"), at a meeting held on February 21, 2001,
the Audit Committee considered and discussed the audited financial statements
with management and the independent accountants, and discussed the audit of such
financial statements with the independent accountants.
The members of the Audit Committee are not professionally engaged in the
practice of auditing or accounting and are not employed by the Fund for
accounting, financial management or internal control. Moreover, the Audit
Committee relies on and makes no independent verification of the facts presented
to it or representations made by management or the independent accountants.
Accordingly, the Audit Committee's oversight does not provide an independent
basis to determine that management has maintained appropriate accounting and
financial reporting principles or policies, or internal controls and procedures,
designed to assure compliance with accounting standards and applicable laws and
regulations. Furthermore, the Audit Committee's considerations and discussions
referred to above do not provide assurance that the audit of the Fund's
financial statements has been carried out in accordance with generally accepted
accounting standards or that the financial statements are presented in
accordance with generally accepted accounting principles.
Based on its consideration of the audited financial statements and the
discussions referred to above with management and the independent accountants
and subject to the limitation on the responsibilities and role of the Audit
Committee set forth in the Charter and those discussed above, the Audit
Committee of the Fund recommended to the Board of Directors of the Fund that the
audited financial statements be included in the Fund's Annual Report.
The Audit Committee consists of Messrs. Callander, Froewiss, Luers, da Frota
Nogueira and Yun and Dr. Purcell.
Committee on Independent Directors
The Committee on Independent Directors consists of the Noninterested Directors.
The Committee met twice during the fiscal year ended December 31, 2000. The
Committee is charged with the duty of making all nominations for Noninterested
Directors and consideration of other related matters. The Committee met on April
4, 2001 to nominate the nominees for Noninterested Directors presented in this
proxy statement. Stockholders' recommendations as to nominees received by
management are referred to the Committee for its consideration and action.
10
Executive Committee
The Executive Committee is empowered, and the Directors have delegated to such
Committee, all of the powers of the Directors not otherwise delegated, when the
full Board of Directors is not in session, except for the declaration of
dividends and distributions. Messrs. Pierce and Bratt are members of the
Executive Committee. The Executive Committee did not meet during the fiscal year
ended December 31, 2000.
Valuation Committee
The Valuation Committee monitors the valuation of portfolio securities and other
investments and, as required by the Fund's valuation policies when the full
Board is not in session, determines the fair value of illiquid and other
portfolio holdings after consideration of all relevant factors, which
determinations are reported to the full Board. Messrs. Bratt and Froewiss are
currently members of the Valuation Committee, with Messrs. Pierce and Callander
as alternates. The Valuation Committee did not meet during the fiscal year ended
December 31, 2000.
Executive Officers
In addition to Mr. Bratt, a Director who is also an Executive Officer of the
Fund, the following persons are Executive Officers of the Fund:
Present Office with the Fund; Year First Became
Name (Age) Principal Occupation or Employment^(1) an Officer^(2)
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Theresa Gusman (41) Vice President; Managing Director of Zurich Scudder. 1996
Judith A. Hannaway (48) Vice President; Managing Director of Zurich Scudder. 1997
John R. Hebble (43) Treasurer; Senior Vice President of Zurich Scudder. 1998
Thomas Lally (33) Assistant Treasurer; Senior Vice President of Zurich 2001
Scudder.
Brenda Lyons (38) Assistant Treasurer; Senior Vice President of Zurich 2000
Scudder.
John Millette (39) Vice President and Secretary; Vice President of Zurich 1999
Scudder.
Caroline Pearson (39) Assistant Secretary; Managing Director of Zurich 1998
Scudder; formerly, Associate, Dechert Price & Rhoads
(law firm).
Kathryn L. Quirk (48) Vice President and Assistant Secretary; Managing 1987
Director of Zurich Scudder.
Peter Sartori (36) Vice President; Vice President of Zurich Scudder; 2001
formerly, Associate Director of Equities, CMG First
State (Singapore); Senior Investment Manager, Colonial
First State (Hong Kong).
- -----------------------------------------------------------------------------------------------------------
(1) Unless otherwise stated, all Executive Officers have been associated with
Zurich Scudder 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.
11
Transactions with and Remuneration of Directors and Officers
The aggregate direct remuneration incurred by the Fund for payment to
Noninterested Directors was $89,801, including expenses, for the fiscal year
ended December 31, 2000. Each such Noninterested Director currently receives
fees, paid by the Fund, of $750 per Directors' meeting attended and an annual
Director's fee of $6,000. Each Noninterested Director also receives $250 per
committee meeting attended (other than Audit Committee meetings and meetings
held for the purpose of considering arrangements between the Fund and the
Investment Manager or an affiliate of the Investment Manager, for which such
Director receives a fee of $750). Zurich 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 a management fee for
its services. Several of the Fund's Officers and Directors are also officers,
directors, employees or stockholders of Zurich Scudder and participate in the
fees paid to that firm (see "Investment Manager," page 14), 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 such benefits to its Directors.
Column (5) Total compensation received by a Director from the Fund and Zurich
Scudder, plus compensation received from all funds managed by Zurich Scudder for
which a Director serves on the Board. 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.
12
Compensation Table for the year ended December 31, 2000
- ----------------------------------------------------------------------------------------------------
(1) (2) (3) (4) (5)
- ----------------------------------------------------------------------------------------------------
Aggregate Compensation
as a Director/Trustee
of the Fund and Other
Scudder Funds
Aggregate Pension or Retirement Estimated Annual Paid by
Name of Person, Compensation Benefits Accrued as Benefits Upon Paid by Zurich
Position from the Fund Part of Fund Expenses Retirement Funds Scudder
- ----------------------------------------------------------------------------------------------------
Sheryle J. Bolton,* $11,500 N/A N/A $108,092++ $7,475
Director (26 funds)+
Robert J. Callander, $12,500 N/A N/A $52,836 $0
Director (5 funds)
Kenneth C. Froewiss, $12,500 N/A N/A $42,951 $0
Director (4 funds)
William H. Luers, $12,500 N/A N/A $121,492++ $7,475
Director (27 funds)+
Hugh T. Patrick,* $12,500 N/A N/A $25,750 $0
Director (2 funds)
Kesop Yun, Director $11,000 N/A N/A $21,250 $0
(2 funds)
- ----------------------------------------------------------------------------------------------------
* Ms. Bolton and Mr. Patrick resigned effective July 18, 2001.
+ Number of funds for which a Director served on the Board during the year
2000. The number of funds changed during the year 2000 due to mergers and
liquidations.
++ In addition to the aggregate compensation shown in the above-referenced
table, Mr. Luers and Ms. Bolton received a retirement benefit provided to
those Noninterested Directors of certain open-end funds advised by Zurich
Scudder who volunteered to leave the Board prior to their normal retirement
date in order to facilitate the nomination of a consolidated board
overseeing certain open-end Scudder funds advised by Zurich Scudder.
Inasmuch as Zurich Scudder also is expected to benefit from the
administrative efficiencies of a consolidated board, Zurich Scudder
reimbursed the Scudder funds for half the cost of this benefit.
Dr. Purcell and Mr. da Frota Nogueira, who were appointed Directors of the Fund
as of July 18, 2001, received $24,250 and $47,451, respectively, during 2000 for
serving on the Boards of two and four funds, respectively, advised by Zurich
Scudder.
The Noninterested Directors are not entitled to benefits under any pension or
retirement plan. A benefit will be provided to Ms. Bolton, who volunteered to
leave the Board prior to the end of her current term, and Mr. Patrick, who
volunteered to leave the Board prior to his normal retirement date, in each case
in order to facilitate the nomination of a consolidated board overseeing the
various closed-end funds advised by Zurich Scudder. Inasmuch as Zurich Scudder
will also benefit from the administrative efficiencies of a consolidated board,
Zurich Scudder has agreed to reimburse the Fund for the entire cost of this
benefit, which is expected to be an amount equal to the annual retainer and
meeting fees for regularly scheduled meetings that each resigning Director would
have received through October 2001 for Ms. Bolton and October 2002 for
Mr.Patrick.
13
Required Vote
Election of each of the listed nominees for Director requires the affirmative
vote of a majority of the shares present in person or by proxy at the Meeting.
Your Fund's Directors recommend that stockholders vote in favor of each of the
nominees.
Investment Manager
The Investment Manager, located at 345 Park Avenue, New York, New York 10154, is
one of the largest and most experienced investment management firms in the
United States. As of December 31, 2000, the firm had more than $370 billion in
assets under management, of which $260 billion represents funds managed for
third-party institutional and retail customers. The principal source of the
Investment Manager's income is professional fees received from providing
continuing investment advice. The Investment Manager also serves as the Fund's
administrator.
The Investment Manager is a Delaware corporation. Steven Gluckstern^(1) is the
Chairman of the Board and a Director, Edmond D. Villani^(2) is the President,
Chief Executive Officer and a Director, Kathryn L. Quirk^(2) is the General
Counsel, Chief Compliance Officer and Secretary, Farhan Sharaff^(2) is the Chief
Investment Officer, Chris C. DeMaio^(2) is the Treasurer, each of Nicholas
Bratt^(2) and Lynn S. Birdsong^(2) are Corporate Vice Presidents and Directors,
and Laurence W. Cheng^(3), Martin Feinstein(4) and Gunther Gose^(3) are
Directors of the Investment Manager. The principal occupation of Edmond D.
Villani, Kathryn L. Quirk, Farhan Sharaff, Chris C. DeMaio, Nicholas Bratt and
Lynn S. Birdsong is serving as a Managing Director of the Investment Manager;
the principal occupation of Steven Gluckstern is serving as Chief Executive
Officer of the Global Asset Businesses of Zurich Financial Services; the
principal occupation of Laurence W. Cheng is serving as a senior partner of
Capital Z Partners, an investment fund; the principal occupation of Martin
Feinstein is serving as Chief Executive Officer of Farmers Insurance Group; and
the principal occupation of Gunther Gose is serving as the Chief Financial
Officer of Zurich Insurance Company.
The outstanding securities of the Investment Manager as of March 31, 2001 are
held of record 1.3% by Zurich Insurance Company^(1); 35.8% and 16.1% by Zurich
Holding Company of America ("ZHCA")^(5) and Zurich Financial Services (UKISA)
Limited^(6) respectively, each a wholly owned subsidiary of Zurich Insurance
Company; 27.1% by ZKI Holding Corporation ("ZKIH")^(7), a wholly owned
subsidiary of Zurich Holding Company of America; 15.6% by Stephen R. Beckwith,
Lynn S. Birdsong, Kathryn L. Quirk 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 among the Investment Manager, Zurich Insurance
Company, ZHCA, ZKIH, the Management Representatives, the management holders, the
retiree holders and Edmond D. Villani, as trustee of Zurich Scudder's Executive
Defined Contribution Plan Trust (the "Trust"); and 4.1% by the Trust.
- -----------
(1) 54 Thompson Street, Third Floor, New York, NY
(2) 345 Park Avenue, New York, NY 10154
(3) Mythenquai 2, P.O. Box CH-8022, Zurich, Switzerland
(4) 4680 Wilshire Boulevard, Los Angeles, CA 90010
(5) 1400 American Lane, Schaumburg, IL 60196
(6) 22 Arlington Street, London SW1A, 1RW United Kingdom
(7) 222 South Riverside Plaza, Chicago, IL 60606
14
On October 17, 2000, the dual holding company structure of Zurich Financial
Services Group was unified under a single Swiss holding company called Zurich
Financial Services. Zurich Insurance Company is an indirect wholly owned
subsidiary of Zurich Financial Services.
The transaction did not affect Zurich Insurance Company's ownership interest in
the Investment Manager or the Investment Manager's operations.
The home offices of Zurich Financial Services are located at Mythenquai 2, 8002
Zurich Switzerland.
The Sub-Advisor
On April 5, 2000, the Directors of the Fund approved a Research and Advisory
Agreement between Zurich Scudder and Zurich Scudder Singapore, a wholly owned
subsidiary of Zurich Scudder, which serves as sub-advisor to the Fund. The
address of Zurich Scudder Singapore is 30 Cecil Street, #24-10 Prudential Tower,
Singapore 049712. Zurich Scudder Singapore is registered with the U.S.
Securities and Exchange Commission as an investment advisor under the Investment
Advisers Act of 1940, as amended, and began serving as sub-advisor to the Fund
on September 1, 2000. Zurich Scudder Singapore renders investment advisory and
management services with regards to the portion of the Fund's portfolio as
allocated by Zurich Scudder.
Zurich Scudder Singapore has the following Board of Directors and Officers:
Name and Position
with Zurich Scudder Singapore Principal Occupation Address
- -------------------------------------------------------------------------------------------------------------
Lynn S. Birdsong, Director Corporate Vice President and c/o Zurich Scudder Investments,
Director, Zurich Scudder Inc.
345 Park Avenue
New York, NY 10154
Lim Eng Cheng (Alan Lim), Director Managing Director, c/o Zurich Scudder Investments
Zurich Scudder Singapore Limited
30 Cecil Street #24-01 Prudential
Tower Singapore 049712
Anthony Peter Moody, Asia Pacific Regional Director, c/o Zurich Scudder Investments
Chairman and Director Zurich Scudder Asia Limited
3408 One Exchange Square Central
Hong Kong
Amanda Jane Allan, Director Regional Legal Manager, c/o Zurich Scudder Investments
Zurich Scudder Australia Limited
Level 42 AAP Centre
259 George Street
Sydney NSW 2000
Peter David Sartori, Officer Head of Investments c/o Zurich Scudder Investments
Singapore Limited
30 Cecil Street #24-01 Prudential
Tower Singapore 049712
Tan Su May, Company Secretary Outside Counsel c/o Allen & Gledhill
36 Robinson Road #18-01
City House
Singapore 068877
- -------------------------------------------------------------------------------------------------------------
15
Brokerage Commissions on Portfolio Transactions
Zurich Scudder places orders for portfolio transactions with issuers,
underwriters or other brokers and dealers. In selecting brokers and dealers with
which to place portfolio transactions for the Fund, Zurich Scudder may place
such transactions with brokers and dealers that sell shares of funds advised by
Zurich Scudder. In addition, when it can be done consistently with its policy of
obtaining the most favorable net results in placing Fund brokerage, Zurich
Scudder is authorized to place such brokerage with brokers and dealers who
supply brokerage and research services to Zurich Scudder. Allocation of
portfolio transactions is supervised by Zurich Scudder.
Principal Underwriter
Scudder Investor Services, Inc., Two International Place, Boston, Massachusetts
02110, is the principal underwriter for the Fund.
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
adjournment 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 Zurich Scudder. The Fund
has retained Georgeson Shareholder Communications, Inc., 17 State Street, New
York, New York 10004 to assist in the proxy solicitation. The cost of its
services is estimated at $9,000 plus expenses, of which $4,000 will be paid by
Zurich Scudder and $5,000 plus expenses will be paid by the Fund. Other costs
and expenses connected with the solicitation of the proxies and with any further
proxies which may be solicited by the Fund's Officers or Georgeson Shareholder
Communications, Inc., in person, by telephone or by telegraph 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 3, 2001, 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.
16
Stockholder Proposals
Stockholders wishing to submit proposals for inclusion in a proxy statement for
the 2002 meeting of stockholders of the Fund should send their written proposals
to John Millette, Secretary of the Fund, c/o Zurich Scudder Investments, Inc. at
345 Park Avenue, New York, New York 10154, by April 26, 2002. The timely
submission of a proposal does not guarantee its inclusion.
The Fund may exercise discretionary voting authority with respect to stockholder
proposals for the 2002 meeting of stockholders which are not included in the
proxy statement and form of proxy, if notice of such proposals is not received
by the Fund at the above address on or before July 10, 2002. Even if timely
notice is received, the Fund may exercise discretionary voting authority in
certain other circumstances. Discretionary voting authority is the ability to
vote proxies that stockholders have executed and returned to the Fund on matters
not specifically reflected on the form of proxy.
By order of the Board of Directors,
/s/John Millette
John Millette
Secretary
345 Park Avenue
New York, New York 10154
August 24, 2001
17
Exhibit A
SCUDDER NEW ASIA FUND, INC.
Audit Committee Charter
April 5, 2000
This document constitutes the Charter of the Audit Committee (the "Committee")
of the Board of Directors of the above-named fund (the "Fund"). The Committee
was established by the Board of Directors of the Fund to provide oversight with
respect to the accounting and financial reporting policies and practices of the
Fund.
(1) Organization. The Committee shall be composed of three or more members of
the Fund's Board of Directors who are not "interested persons" (as defined
in the Investment Company Act of 1940) of the Fund. Each member of the
Committee shall be financially literate, as such qualification is
interpreted by the Board of Directors in its business judgment (or must
become financially literate within a reasonable period of time after his or
her appointment to the Committee). At least one member of the Committee
must have accounting or related financial management expertise, as the
Board of Directors interprets such qualification in its business judgment.
(2) Meetings. The Committee shall meet on a regular basis as necessary or
appropriate and is empowered to hold special meetings as circumstances
require.
(3) Committee Purposes. The purposes of the Committee are as follows:
(a) To oversee the accounting and financial reporting policies and
practices of the Fund, their internal controls and, as appropriate,
the internal controls of certain service providers to the Fund;
(b) To oversee the quality and objectivity of the Fund's financial
statements and the independent audit thereof; and
(c) To act as a liaison between the Fund's independent auditors and the
full Board of Directors.
(d) The function of the Audit Committee is oversight; it is management's
responsibility to maintain or arrange for the maintenance of
appropriate systems for accounting and internal controls, and the
auditor's responsibility to plan and carry out a proper audit.
(4) Duties and Powers. To carry out the purposes specified in Paragraph 3
above, the Committee shall have the following duties and powers:
(a) To recommend to the Board of Directors the selection of the Fund's
independent auditors, on the condition that the independent auditors
are ultimately accountable to the Board of Directors and the Committee
and that the Committee and the Board of Directors shall have the
ultimate authority and responsibility to select, evaluate and, where
appropriate, replace the independent auditors (or to nominate the
outside auditor to be proposed for shareholder approval in any proxy
statement);
18
(b) To request and evaluate on an annual basis a formal written statement
from the independent auditors delineating all significant
relationships between the independent auditors and the Fund and the
Investment Advisor and recommend that the Board of Directors take
appropriate action, if any, in response to the independent auditors'
report to satisfy itself of the auditors' independence.
(c) To meet with the Fund's independent auditors, including private
meetings as necessary (i) to review the arrangements for and scope of
the annual audit of the Fund and any special audits; (ii) to discuss
any matters of concern relating to the Fund's financial statements,
including any adjustments to such statements recommended by the
auditors, regulatory and tax compliance matters considered in the
preparation of the financial statements, or other results of said
audit(s); (iii) to consider the auditors' comments with respect to the
Fund's financial policies and procedures and internal accounting
controls, and management's responses thereto; and (iv) to review the
form of the opinion the auditors propose to render to the Board of
Directors and the shareholders of the Fund;
(d) To meet regularly with the chief financial and accounting officers of
the Fund to discuss any matters addressed herein that the Committee
believes should be raised with said officers;
(e) To review such other matters or information that the Committee
believes may be relevant to the auditors, the audit engagement, or the
Fund's financial policies and procedures or internal accounting
controls;
(f) To report its activities to the full Board of Directors on a regular
basis and to make such recommendations with respect to the above and
other matters as the Committee may deem necessary or appropriate.
(5) Resources and Authority. The Committee shall have the resources and
authority appropriate for purposes of discharging its responsibilities
under this Charter, including the authority to consult with counsel and/or
to retain such experts or consultants as the Committee deems necessary or
appropriate to fulfill such responsibilities at the expense of the Fund.
(6) Periodic Review of Charter. The Committee shall review this Charter at
least annually and recommend any changes to the full Board of Directors.
19
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PROXY SCUDDER NEW ASIA FUND, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Stockholders -- October 3, 2001
The undersigned hereby appoints Juris Padegs, Caroline Pearson, and Kathryn
L. Quirk and each of them, the proxies of the undersigned, with the power of
substitution to each of them, to vote all shares of Scudder New Asia Fund, Inc.
which the undersigned is entitled to vote at the Annual Meeting of Stockholders
of Scudder New Asia Fund, Inc. to be held at the offices of Zurich Scudder
Investments Korea Limited, Seoul, Korea, on Wednesday, October 3, 2001 at 12:30
p.m., Seoul, Korea time, and at any adjournments thereof.
Unless otherwise specified in the squares provided, the undersigned's vote will
be cast "FOR" the proposal listed below.
The election of Directors:
FOR all nominees listed below WITHHOLD AUTHORITY
(except as noted to the contrary below) /___/ to vote for all nominees listed below /___/
Nominees: Class I: Daniel Pierce, Kenneth C. Froewiss, and Susan Kaufman Purcell
(INSTRUCTION To withhold authority to vote for any individual nominee, write that nominee's
name on the space provided below.)
- --------------------------------------- (continued on other side)
The Proxies are authorized to vote in their discretion on any 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 __________________________________________, 2001
PLEASE SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
NO POSTAGE IS REQUIRED