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 23, 2002
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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 9:00 a.m., Eastern time, on Wednesday, October 2, 2002, at the
offices of Deutsche Investment Management Americas Inc., part of Deutsche Asset
Management, 25th Floor, 345 Park Avenue (at 51st Street), New York, New York
10154. Stockholders who are unable to attend the Annual Meeting are strongly
encouraged to vote by proxy, which is customary in corporate meetings of this
kind. A Proxy Statement regarding the Annual Meeting, a proxy card for your vote
at the Annual 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 and consider
one stockholder proposal, if presented to the Annual Meeting. 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/Richard T. Hale
Nicholas Bratt Richard T. Hale
President Chairman of the Board
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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 Deutsche
Investment Management Americas Inc., part of Deutsche Asset Management, 25th
Floor, 345 Park Avenue (at 51st Street), New York, New York 10154, on Wednesday,
October 2, 2002 at 9:00 a.m., Eastern time, for the following purposes:
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; and
To consider one stockholder proposal, if presented to the Annual Meeting.
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 2, 2002 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 23, 2002
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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 Deutsche
Investment Management Americas Inc., formerly known as Zurich Scudder
Investments, Inc. ("DeIM" or the "Investment Manager"), part of Deutsche Asset
Management^1, 25th Floor, 345 Park Avenue (at 51st Street), New York, New York
10154, on Wednesday, October 2, 2002 at 9:00 a.m., Eastern 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 23, 2002 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 accordance
with the recommendations of the Board of Directors of the Fund as indicated 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 proposals, each of which requires the
approval of a majority of the votes cast at the Meeting.
Holders of record of the common stock of the Fund at the close of business on
August 2, 2002 (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, 2001 and a copy of the semiannual report for the six-month period
ended June 30, 2002, without charge, by calling 800-349-4281 or 800-294-4366 or
writing the Fund at 345 Park Avenue, New York, New York 10154.
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^1 Deutsche Asset Management is the marketing name in the US for the asset
management activities of Deutsche Bank AG, Deutsche Investment Management
Americas Inc., Deutsche Bank Trust Company Americas (formerly Bankers Trust
Co.), Deutsche Bank Securities Inc., Deutsche Asset Management Inc.,
Deutsche Asset Management Investment Services Ltd. and Scudder Trust
Company.
1
PROPOSAL I: 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.
2
Class II -- Nominees to serve until 2005 Annual Meeting of Stockholders:
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Present Office with the
Fund, if any; Principal Dollar Range Aggregate Dollar Range of Equity
Occupation or of Equity Securities in All Registered
Employment and Year Securities Investment Companies Overseen
Name (Age) Directorships First in the Fund by Director in Family
Address in Publicly Held Became a as of June of Investment Companies as
Noninterested Director Companies Director 28, 2002^1 of June 28, 2002^1
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[PICTURE OMITTED] President and Chief 1998 $1-$10,000 $10,001-$50,000
Executive Officer,
William H. Luers (73) United Nations
c/o Deutsche Investment Association; Director,
Management IDEX Corporation
Americas Inc. (liquid handling
345 Park Avenue equipment
New York, NY 10154 manufacturer), Wickes
Lumber Company
(building materials),
America Online Latin
America, The Gilman
Foundation; Member,
Advisory Board, The
Trust for Mutual
Understanding; Member,
Executive Committee and
Board of Directors,
East-West Institute;
Trustee: Rockefeller
Brothers Fund, Trustee
Advisory Council --
Appeal of Conscience
Foundation; 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 DeIM.
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3
Class II -- Nominees to serve until 2005 Annual Meeting of Stockholders:
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Present Office with the
Fund, if any; Principal Dollar Range
Occupation or of Equity Aggregate Dollar Range of Equity
Employment and Year Securities Securities in All Registered
Name (Age) Directorships First in the Fund Investment Companies Overseen by
Address in Publicly Held Became a as of June Director in Family of Investment
Noninterested Directors Companies Director 28, 2002^1 Companies as of June 28, 2002^1
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[PICTURE OMITTED] Director and Chief 2001 None Over $100,000
Executive Officer, IMF
Ronaldo A. da Frota Editora Ltda.
Nogueira (64) (financial publisher);
c/o Deutsche Investment Director, Brazilian
Management Americas Inc. Association of
345 Park Avenue Securities Analysts
New York, NY 10154 (ABAMEC-Brazil) and
Board of Association of
Certified International
Investment Analysts
(ACIIA). Mr. Nogueira
serves on the boards of
certain other funds
managed by DeIM.
[PICTURE OMITTED] Professor (formerly 1999 None None
Dean, 1999-2001),
Kesop Yun (57) College of Business
c/o Deutsche Investment Administration, Seoul
Management Americas Inc. National University,
345 Park Avenue Seoul, Korea; Director,
New York, NY 10154 The Korea
Liberalisation Fund,
Inc. (U.K.)
(1996-2000); Visiting
Professor of 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 DeIM.
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4
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 I 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.
Class III -- Directors to serve until 2003 Annual Meeting of Stockholders:
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Present Office with the
Fund, if any; Principal Dollar Range
Occupation or of Equity Aggregate Dollar Range of Equity
Employment and Year Securities Securities in All Registered
Name (Age) Directorships First in the Fund Investment Companies Overseen by
Address in Publicly Held Became a as of June Director in Family of Investment
Interested Director Companies Director 28, 2002^1 Companies as of June 28, 2002^1
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[PICTURE OMITTED] President (since 1986); 2000^2 $50,001- Over $100,000
Managing Director of $100,000
Nicholas Bratt (54)*+ DeIM; Director, Korea
c/o Deutsche Investment Society (private
Management Americas Inc. society). Mr. Bratt
345 Park Avenue serves on the boards of
New York, NY 10154 certain other funds
managed by DeIM.
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5
Class III -- Directors to serve until 2003 Annual Meeting of Stockholders:
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Present Office with the
Fund, if any; Principal Dollar Range Aggregate Dollar Range of Equity
Occupation or of Equity Securities in All Registered
Employment and Year Securities Investment Companies Overseen by
Name (Age) Directorships First in the Fund Director in the Family of
Address in Publicly Held Became a as of June Investment Companies as of
Noninterested Director Companies Director 28, 2002^1 June 28, 2002^1
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[GRAPHIC OMITTED] Retired Vice Chairman, 1994 $1-$10,000 $50,001-$100,000
Chemical Banking
Robert J. Callander (71) Corporation; Director,
c/o Deutsche Investment ARAMARK Corporation
Management Americas Inc. (food service); Member,
345 Park Avenue 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.
(manufacturing) (until
April 2001); Omnicom
Group, Inc.
(advertising) (until
May 2002).
Mr. Callander serves on
the boards of certain
other funds managed by
DeIM.
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6
Class I -- Directors to serve until 2004 Annual Meeting of Stockholders:
Dollar Range
Present Office with the of Equity Aggregate Dollar Range of Equity
Fund, if any; Principal Year Securities in Securities in All Registered
Name (Age) Occupation or Employment First the Fund as Investment Companies Overseen by
Address and Directorships in Became a of June 28, Director in Family of Investment
Interested Director Publicly Held Companies Director 2002^1 Companies as of June 28, 2002^1
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[GRAPHIC OMITTED] Managing Director, 2002++ None Over $100,000
Deutsche Bank Securities
Richard T. Hale (57)*+ Inc. (formerly DB Alex.
c/o Deutsche Brown LLC) and Deutsche
Investment Management Asset Management
Americas Inc. Americas; Director and
345 Park Avenue President, Investment
New York, NY 10154 Company Capital Corp.
(registered investment
advisor); Formerly,
Director, ISI Family of
Funds (registered
investment companies).
Mr. Hale serves as
Chairman, President
and/or Director on the
boards of certain other
funds managed by DeIM
or its affiliates.
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Class I -- Directors to serve until 2004 Annual Meeting of Stockholders:
- -------
Present Office with the
Fund, if any; Principal Dollar Range
Occupation or of Equity Aggregate Dollar Range of Equity
Employment and Year Securities Securities in All Registered
Name (Age) Directorships First in the Fund Investment Companies Overseen by
Address in Publicly Held Became a as of June Director in Family of Investment
Noninterested Directors Companies Director 28, 2002^1 Companies as of June 28, 2002^1
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[GRAPHIC OMITTED] Clinical Professor of 1999 $1-$10,000 $50,001-$100,000
Finance, Stern School
Kenneth C. Froewiss (56) of Business, New York
c/o Deutsche Investment University; Formerly,
Management Americas 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 DeIM.
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7
Class I -- Directors to serve until 2004 Annual Meeting of Stockholders:
- -------
Present Office with the
Fund, if any; Principal Dollar Range
Occupation or of Equity Aggregate Dollar Range of Equity
Employment and Year Securities Securities in All Registered
Name (Age) Directorships First in the Fund Investment Companies Overseen by
Address in Publicly Held Became a as of June Director in Family of Investment
Noninterested Directors Companies Director 28, 2002^1 Companies as of June 28, 2002^1
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[PICTURE OMITTED] Vice President, Council 2001 None None
of the Americas; Vice
Susan Kaufman President, Americas
Purcell (60) Society; Director,
c/o Deutsche Investment Valero Energy Corp.,
Management Americas Inc. Freedom House, Women's
345 Park Avenue Foreign Policy Group,
New York, NY 10154 Foundation for
Management Education in
Central America (FMECA)
and National Endowment
for Democracy (until
1999); Member, Advisory
Board, The
Inter-American
Foundation; Council on
Foreign Relations; and
The Economic Club of
New York; Previously
Member, Policy Planning
Staff, U.S. Department
of State and Associate
Professor of Political
Science, University of
California, Los Angeles
(UCLA). Dr. Purcell
serves on the boards of
certain other funds
managed by DeIM.
All Directors and Officers as a group 6,567 Shares Less than 1/4 of 1% of Shares of
the Fund
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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, DeIM, or its affiliates, or sub-advisor, Deutsche Asset
Management (Asia) Limited ("DeAMAL"). Mr. Hale and Mr. Bratt are each
deemed to be an interested person because of their affiliation with the
Fund's investment manager, DeIM, or its affiliates; or because they are
Officers of the Fund, or both.
+ Mr. Hale and Mr. Bratt are members of the Executive Committee of the Fund.
++ Mr. Hale was appointed a Director and Chairman of the Board of the Fund by
the Fund's Board of Directors on April 3, 2002, effective April 5, 2002.
^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. Bratt previously served on the Board of the Fund from 1986 to 1997.
8
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, and written representations by the
Reporting Persons that no year-end reports were required for such persons, all
filings required by Section 16(a) of the Securities and Exchange Act of 1934 for
the fiscal year ended December 31, 2001 were timely except that each of Martin
D. Feinstein (formerly a director of Zurich Scudder Investments, Inc.), Ronaldo
A. da Frota Nogueira, and Susan Kaufman Purcell filed a Form 3 late, and Scudder
Investments Marketing Services, Inc. filed a Form 3 late and failed to file a
Form 5 with respect to such late filing. As a convenience to the directors, the
Investment Manager assists the directors in making their Section 16 filings.
According to a filing made with the SEC in February 2002, the following owned
beneficially more than 5% of the Fund's outstanding stock:
Wachovia Corp., One First Union Center, 301 S. College Street, Charlotte, NC
28288 reported beneficial ownership of 1,289,337 shares, or 14.42%.
Except as noted above, to the best of the Fund's knowledge, as of June 28, 2002,
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 five times during the fiscal year ended
December 31, 2001. 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, except Mr. Yun who attended 63% of the meetings.
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.
9
Audit Committee
The Board has an Audit Committee, consisting of those Directors who are not
interested persons of the Fund or of DeIM ("Noninterested Directors") as defined
in the 1940 Act, which met twice during the fiscal year ended December 31, 2001.
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 annual
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.
At a meeting held on July 10, 2002, 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, 2002. The Fund's financial statements for
the fiscal year ended December 31, 2001 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
Audit Fees Design and Implementation Fees All Other Fees^2
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$80,300 $0 $3,875,700
- --------------------------------------------------------------------------------
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, DeIM and all entities controlling, controlled by, or under common control
with DeIM that provide services to the Fund.
- -----------------------
^1 In addition to the amounts shown in the table, PricewaterhouseCoopers LLP
billed fees during the year ended December 31, 2001 of approximately
$3,103,330 for professional services rendered for audit and tax services
provided to other DeIM-advised funds.
^2 All Other Fees includes $1,775,400 for services in connection with risk
management, taxation, attest/agreed upon procedures, review of filings with
the SEC and testing of internal controls for DeIM and other related
entities that provide support for the operations of the funds.
10
The Fund's Audit Committee gave careful consideration to the non-audit related
services provided by PricewaterhouseCoopers LLP to the Fund, DeIM and entities
controlling, controlled by or under common control with DeIM 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, 2001 included in the Fund's Annual Report for the year ended
December 31, 2001 (the "Annual Report"), at a meeting held on February 20, 2002,
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
auditing standards or that the financial statements are presented in accordance
with accounting principles generally accepted in the United States of America.
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, Nogueira and
Yun and Dr. Purcell.
Committee on Independent Directors
The Committee on Independent Directors consists of the Noninterested Directors.
The Committee met once during the fiscal year ended December 31, 2001. 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
3, 2002 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.
11
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. Hale and Bratt are members of the Executive
Committee. The Executive Committee did not meet during the fiscal year ended
December 31, 2001.
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 the members of the Valuation Committee, with Messrs. Hale and
Callander as alternates. The Valuation Committee met fourteen times during the
fiscal year ended December 31, 2001.
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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Gary L. French (51) Treasurer, Managing Director of DeIM; prior to April 2002
2001, President at UAM Fund Services, Inc.
Terrence Gray (32) Vice President; Vice President of DeIM. 2002
Judith A. Hannaway (49) Vice President; Managing Director of DeIM. 1997
John R. Hebble (44) Assistant Treasurer; Senior Vice President of DeIM. 1998
Thomas Lally (34) Assistant Treasurer; Senior Vice President of DeIM. 2001
Brenda Lyons (40) Assistant Treasurer; Senior Vice President of DeIM. 2000
John Millette (40) Vice President and Secretary; Vice President of DeIM. 1999
Caroline Pearson (40) Assistant Secretary; Managing Director of DeIM;
formerly, Associate, Dechert (law firm). 1998
Bruce A. Rosenblum (41) Vice President and Assistant Secretary; Director of
Deutsche Asset Management since 2002; prior thereto,
Vice President of Deutsche Asset Management 2000-2002;
and partner with the law firm of Freedman, Levy, Kroll &
Simonds. 2002
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^1 Unless otherwise stated, all Executive Officers have been associated with
DeIM, Deutsche Asset Management, or predecessor organizations 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.
12
Transactions with and Remuneration of Directors and Officers
The aggregate direct remuneration incurred by the Fund for payment to
Noninterested Directors was $75,615, including expenses, for the fiscal year
ended December 31, 2001. 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). DeIM 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 DeIM and participate in the fees paid to that firm
(see "Investment Manager," page 17), although the Fund makes no direct payments
to them.
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 DeIM,
plus compensation received from all funds managed by DeIM 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.
13
Compensation Table for the year ended December 31, 2001
- -------------------------------------------------------------------------------------------------------------
(1) (2) (3) (4) (5)
Pension or Aggregate Compensation
Aggregate Retirement Benefits Estimated Annual as a Director/Trustee
Name of Person, Compensation Accrued as Part of Benefits Upon of the Fund and Other
Position from the Fund Fund Expenses Retirement Scudder Funds
- -------------------------------------------------------------------------------------------------------------
Robert J. Callander, $10,750 N/A N/A $54,500
Director (5 funds)*
Kenneth C. Froewiss, $10,750 N/A N/A $50,224
Director (5 funds)*
William H. Luers, $10,750 N/A N/A $33,698
Director (4 funds)
Ronald A. da Frota Nogueira, $4,974** N/A N/A $54,724
Director (5 funds)*
Susan Kaufman Purcell, $4,974** N/A N/A $38,672
Director (5 funds)*
Kesop Yun, $9,250 N/A N/A $26,198
Director (4 funds)
- -------------------------------------------------------------------------------------------------------------
* Number of funds during calendar year 2001. The number of funds changed
during the year 2001 due to mergers.
** First became a member of the Board on July 18, 2001.
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.
PROPOSAL II: STOCKHOLDER PROPOSAL
The Fund has been notified that a stockholder intends to present the proposal
set forth below for consideration at the Meeting. The Fund will promptly provide
information as to the name and address of the stockholder and the number of Fund
shares that he holds upon receipt of a request for such information.
RESOLVED: The stockholders of Scudder New Asia Fund ("Fund") ask the Board of
Directors to take the steps necessary to convert the Fund to an open-end fund.
The stockholder has provided the following statement in support of his proposal.
SUPPORTING STATEMENT: Shares of our Fund have persistently traded at a large
discount from net asset value (NAV). As of March 31, 2002, the discount was more
than 16 percent, representing more than $16 million in value unavailable to
stockholders.
14
In my opinion, it is time to unlock that value by converting the Fund to an
open-end fund. A closed-end structure may have been appropriate more than a
decade ago when the Fund began operations, but I believe it is no longer
necessary or beneficial to stockholders. The Fund appears to be invested in
securities with ample liquidity to handle share purchases and redemptions in an
open-end structure, and to otherwise operate successfully as an open-end fund.
I believe that the closed-end structure of our Fund unnecessarily diminishes
stockholder value, and that the benefits to stockholders of open-ending vastly
outweigh the risks and costs of conversion.
Management's Response
THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS A VOTE "AGAINST" THIS
PROPOSAL FOR THE FOLLOWING REASONS:
The Board of Directors opposes the stockholder's proposal because it believes
that open-ending is not the most effective means to deliver long-term added
value to the majority of Fund stockholders. The Board believes that open-ending
provides only short-term benefits, which are outweighed by long-term negative
ramifications to stockholders who remain invested in the Fund.
On at least a quarterly basis, the Board of Directors considers the issue of
whether the Fund's shares are trading at a discount to NAV and, if so, whether
any action, including open-ending the Fund, should be taken to address the
discount. The discount to NAV has decreased since last year's annual meeting. In
its best business judgment, the Board of Directors has determined that it is
currently not in the best interests of the Fund's stockholders for any action to
be taken in this regard for the reasons described below.
o Open-ending the Fund at this time could prevent the Fund from pursuing its
investment objective of long-term capital appreciation.
o An open-end fund structure would limit the Fund's ability to provide you
with optimal returns in less liquid markets such as those in Asia.
o Conversion to an open-end structure is likely to result in an increased
expense ratio.
The Board of Directors believes that a closed-end fund remains the most
advantageous structure for fulfilling your Fund's investment objective: to seek
long-term capital appreciation by investing primarily in equity securities of
"Asian Companies." Recently the Fund held a significant portion of the portfolio
in illiquid and thinly traded securities. These securities were in Japan, Korea,
Taiwan, Thailand and Hong Kong. Additionally, the Portfolio Manager believes
that due to the depth and breadth of the analysts Deutsche Bank employs to cover
Asian companies, he will be seeing more opportunities to invest in less liquid
and illiquid securities that may be particularly attractive given the Fund's
closed-end structure. Significant sales of such securities could result in
abrupt and erratic movements in the prices for these securities, to the
detriment of the Fund. Open-end funds are constrained in their ability to invest
in markets like Asia due to the need to have readily available cash to pay to
redeeming stockholders on short notice. Conversely, closed-end funds allow
investment in less liquid markets like Asia without the need for cash reserves
and readily disposable investments to meet redemptions.
15
Fund stockholders have actively made a decision to buy shares of a closed-end
Fund emphasizing less liquid investments (instead of buying shares of the many
open-end funds in this region) which indicates the interest in access to the
types of securities in which the Fund invests. The Board of Directors believes
that stockholders have chosen to purchase Fund shares with an understanding of
the nature of the Fund and the long-term nature of its investment strategy.
Furthermore, any elimination of the Fund's market discount preceding open-ending
may be counteracted by the decreased returns and consequent effect on
performance resulting from the untimely sales of the Fund's portfolio securities
to meet stockholder redemption demand. The stockholder's proposal does not
assess the economic cost to stockholders of this aspect of open-ending. Nor does
the stockholder's proposal assess the potential cost to Fund performance of
maintaining cash reserves to meet redemptions in an open-end fund.
In considering the stockholder's proposal, you should also assess the effect
that open-ending may have on the Fund's expense ratio based on the decrease in
asset size typically following an open-ending and the increased transactional
costs of maintaining a more liquid portfolio and operating an open-end fund.
Closed-end funds do not need the same marketing, distribution and communication
activities as open-end funds, and therefore, all costs can be kept to a minimum.
Overall, the Board of Directors feels that a significant restructuring of the
Fund's portfolio would damage values, result in both selling expenses and
stockholder tax liabilities and be contrary to what the stockholders
specifically chose when they made an investment in the Fund's shares. These
effects could well negate any value in open-ending the Fund.
Please be assured that whether or not this Proposal II is approved, the Board of
Directors will continue to diligently evaluate ways of reducing the Fund's
discount, including converting the Fund to an open-end fund if it were deemed
appropriate.
ACCORDINGLY, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"AGAINST" THIS PROPOSAL AND, IF THE PROPOSAL IS PRESENTED, YOUR PROXY WILL BE SO
VOTED UNLESS YOU SPECIFY OTHERWISE.
Required Vote
Approval of the stockholder proposal requires the affirmative vote of the
holders of a majority of the votes cast at the Meeting. Approval of the proposal
does not mean that the Fund will become an open-end fund. Rather, it means that
the Fund's Board of Directors will reevaluate its current position with respect
to the Fund's status as a closed-end fund and consider what, if any, further
actions would be in the best interests of stockholders.
16
Investment Manager
On April 5, 2002, Zurich Scudder Investments, Inc., the investment manager of
the Fund, was acquired by Deutsche Bank AG. Upon the closing of this
transaction, Zurich Scudder Investments, Inc. became part of Deutsche Asset
Management and changed its name to Deutsche Investment Management Americas Inc.
("DeIM" or the "Investment Manager").
Under the supervision of the Board of Directors of the Fund, DeIM, with
headquarters at 345 Park Avenue, New York, New York, makes the Fund's investment
decisions, buys and sells securities for the Fund and conducts research that
leads to these purchase and sales decisions. DeIM has more than 80 years of
experience managing mutual funds and provides a full range of investment
advisory services to institutional and retail clients. The Fund's investment
advisor is also responsible for selecting brokers and dealers and for
negotiating brokerage commissions and dealer charges.
Deutsche Asset Management is a global asset management organization that offers
a wide range of investing expertise and resources, including more than 500
portfolio managers and analysts and an office network that reaches the world's
major investment centers. This well-resourced global investment platform brings
together a wide variety of experience and investment insight, across industries,
regions, asset classes and investing styles. DeIM is an indirect wholly owned
subsidiary of Deutsche Bank AG. Deutsche Bank AG is a major global banking
institution that is engaged in a wide range of financial services, including
investment management, mutual fund, retail, private and commercial banking,
investment banking and insurance.
17
The Investment Manager, the predecessor of which is Scudder, Stevens & Clark,
Inc. ("Scudder"), is one of the most experienced investment counseling firms in
the U.S. It was established as a partnership in 1919 and pioneered the practice
of providing investment counsel to individual clients on a fee basis. In 1928 it
introduced the first no-load mutual fund to the public. In 1953, Scudder
introduced Scudder International Fund, Inc., the first mutual fund available in
the U.S. investing internationally in securities of issuers in several foreign
countries. The predecessor firm reorganized from a partnership to a corporation
on June 28, 1985. On December 31, 1997, Zurich Insurance Company ("Zurich")
acquired a majority interest in Scudder, and Zurich Kemper Investments, Inc., a
Zurich subsidiary, became part of Scudder. Scudder's name changed to Scudder
Kemper Investments, Inc. On January 1, 2001, the Investment Manager changed its
name from Scudder Kemper Investments, Inc. to Zurich Scudder Investments, Inc.
On April 5, 2002, 100% of the Investment Manager was acquired by Deutsche Bank
AG.
DeIM is a Delaware corporation. The principal business address of each director
and principal executive officer, as it relates to his or her duties at the
Investment Manager, is 345 Park Avenue, New York, New York 10154. The names and
principal occupations of the directors and principal executive officers of the
Investment Manager are shown below.
Name Position with the Investment Manager and
Principal Occupation
- --------------------------------------------------------------------------------
Thomas Hughes Director and President
Dean S. Barr Director and Chief Investment Officer
Deborah A. Flickinger Director and Chief of Staff
Phillip Freiherr von Girsewald Director
William N. Shiebler Director and Chief Executive Officer
Betty Whelchel Chief Legal Officer
William G. Butterly III Secretary
- --------------------------------------------------------------------------------
18
The Subadvisor
On April 3, 2002, the Directors of the Fund approved a Research and Advisory
Agreement between DeIM and Deutsche Asset Management (Asia) Limited ("DeAMAL"),
a wholly owned subsidiary of Deutsche Bank, which serves as subadvisor to the
Fund. The address of DeAMAL and the principal business address of each director
and principal executive officer of DeAMAL, as it relates to his or her duties at
DeAMAL, is 20 Raffles Place, #27-01 Ocean Towers, Singapore, Singapore 048620.
DeAMAL 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 subadvisor to the Fund on April 8, 2002. DeAMAL renders
investment advisory and management services with regards to the portion of the
Fund's portfolio as allocated by DeIM.
The principal occupations of each director and principal executive officer of
DeAMAL are set forth below. No Directors or officers of the Fund, except for
Terrence Gray who is a Vice President of the Fund and employee of DeAMAL, are
employees, officers, directors or shareholders of DeAMAL.
Name Position with DeAMAL Principal Occupation
- -------------------------------------------------------------------------------------------------------------
Choy Peng Wah Chief Executive Officer Chief Executive Officer, DeAMAL
Peter Noel Sampson Hanbury Managing Director Managing Director and Head of Sales and
Marketing for DeAM in Asia excluding Japan
Phoon Chiong Tuck Chief Investment Officer Chief Investment Officer for Asia
excluding
Japan, DeAMAL
Jennifer Davies Executive Director and Director
of Legal Compliance and Business Executive Director and Director of Legal
Risk Compliance and Business Risk, DeAMAL
Annie Low Leads the Finance and
Administration team in DeAM in Leads the Finance and Administration team
Asia in DeAM in Asia
Karen Ng Head of Operations, DeAMAL Head of Operations, DeAMAL
- -------------------------------------------------------------------------------------------------------------
Brokerage Commissions on Portfolio Transactions
DeIM 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, DeIM seeks to achieve the most favorable
net results. When consistent with this policy, DeIM may place such transactions
with brokers and dealers that sell shares of funds advised by DeIM and is
authorized to place such brokerage with brokers and dealers who supply brokerage
and research services to DeIM.
Pursuant to procedures determined by the Directors and subject to the general
policies of a Fund and Section 17(e) of the 1940 Act, DeIM may place securities
transactions with brokers with whom it is affiliated ("Affiliated Brokers").
19
Section 17(e) of the 1940 Act limits to "the usual and customary broker's
commission" the amount which can be paid by a Fund to an Affiliated Broker
acting as broker in connection with transactions effected on a securities
exchange. The Board, including a majority of the Directors who are not
"interested persons" of the Fund or DeIM, has adopted procedures designed to
comply with the requirements of Section 17(e) of the 1940 Act and Rule 17e-1
promulgated thereunder to ensure that the broker's commission is "reasonable and
fair compared to the commission, fee or other remuneration received by other
brokers in connection with comparable transactions involving similar securities
being purchased or sold on a securities exchange during a comparable period of
time...."
Affiliated Brokers furnish to the Fund at least annually a statement setting
forth the total amount of all compensation retained by them or any of their
associated persons in connection with effecting transactions for the account of
a Fund, and the Board reviews and approves all such portfolio transactions on a
quarterly basis and the compensation received by Affiliated Brokers in
connection therewith.
During the fiscal year ended December 31, 2001, the Fund paid no brokerage
commissions to any Affiliated Broker.
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
by Officers of the Fund or personnel of DeIM. The Fund has retained Georgeson
Shareholder Communications, Inc. ("Georgeson"), 17 State Street, New York, New
York 10004 to assist in the proxy solicitation. The cost of its services is
estimated at $25,000 plus expenses. The 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, in person or by telephone, 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.
As the meeting date approaches, certain stockholders may receive a telephone
call from a representative of Georgeson if their votes have not been received.
Authorization to permit Georgeson to execute proxies may be obtained by
telephonic instructions from stockholders of the Fund. Proxies that are obtained
telephonically will be recorded in accordance with the procedures described on
the attachment to the proxy card. The fund believes that these procedures are
reasonably designed to ensure that both the identity of the stockholder casting
the vote and the voting instructions of the stockholder are accurately
determined.
20
If a stockholder wishes to participate in a Meeting, but does not wish to give a
proxy by telephone, the stockholder may still submit the proxy card originally
sent with this proxy statement or attend in person. Should stockholders require
additional information regarding the proxy or a replacement proxy card, they may
contact Georgeson toll-free at (866) 865-4470. Any proxy given by a stockholder
is revocable until voted at a meeting.
In the event that sufficient votes in favor of any proposal set forth in the
Notice of this Meeting are not received by October 2, 2002, 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.
21
Stockholder Proposals
Stockholders wishing to submit proposals for inclusion in a proxy statement for
the 2003 meeting of stockholders of the Fund should send their written proposals
to John Millette, Secretary of the Fund, c/o Deutsche Investment Management
Americas Inc. at 345 Park Avenue, New York, New York 10154, by April 25, 2003.
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 2003 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 9, 2003. 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 23, 2002
22
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o Please fold and detach card at perforation before mailing. o
- --------------------------------------------------------------------------------
PROXY SCUDDER NEW ASIA FUND, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Stockholders -- October 2, 2002
The undersigned hereby appoints Bruce Rosenblum, John Millette and Caroline
Pearson, 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 Deutsche Investment Management Americas Inc.,
part of Deutsche Asset Management, 25th Floor, 345 Park Avenue (at 51st Street),
New York, New York 10154, on Wednesday, October 2, 2002 at 9:00 a.m., Eastern
time, and at any adjournments or postponements thereof.
The undersigned hereby revokes any and all proxies with respect to such shares
previously given by the undersigned. The undersigned acknowledges receipt of the
Proxy Statement relating to the Annual Meeting.
This instruction may be revoked at any time prior to its exercise at the Annual
Meeting by execution of a subsequent proxy card, by written notice to the Fund's
Secretary or by voting in person at the Annual Meeting.
This proxy, if properly executed, will be voted in the manner directed. If no
instructions are indicated on a properly executed proxy, the undersigned's vote
will be cast FOR Proposal 1 and AGAINST Proposal 2.
The Board of Directors of the Fund recommends that stockholders vote FOR
Proposal 1.
(1) To elect three Directors of the Fund to hold office for a term of three FOR all WITHHELD
years, or until their respective successors shall have been duly elected nominees listed at from all
and qualified. left (except as nominees
noted at left) listed at left
Nominees: Class II: William H. Luers, Ronaldo A. de Frota Nogueira, Kesop Yun
/___/ /___/
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
- ------------------------------------------------------------------------------
The Board of Directors of the Fund recommends that stockholders vote AGAINST FOR AGAINST ABSTAIN
Proposal 2.
/___/ /___/ /___/
(2) To vote on a stockholder's proposal to ask that the Fund be converted to an
open-end fund.
CONTINUED ON OTHER SIDE
Instructions for Voting Your Proxy
Scudder New Asia Fund, Inc. is now offering stockholders of record three
alternative ways of voting their proxies:
o By Telephone
o Through the Internet (using a browser)
o By Mail (traditional method)
Your telephone or Internet vote authorizes the named proxies to vote your shares
in the same manner as if you had mailed your proxy card.
We encourage you to use these cost effective and convenient ways of voting.
- ----------------
TELEPHONE VOTING Available only until 9 AM EST October 2, 2002.
- ----------------
o Call TOLL-FREE: 1-866-865-4470, Monday through Friday, 9 AM-11 PM EST
o Your vote will be confirmed and cast as you directed
- ---------------
INTERNET VOTING Available only until 9 AM EST October 2, 2002.
- ---------------
o Visit the Internet voting Website at http://proxy.georgeson.com
o Enter the COMPANY NUMBER AND CONTROL NUMBER shown below and follow the
instructions on your screen
o You will incur only your usual Internet charges
- --------------
VOTING BY MAIL
- --------------
o Simply sign and date your proxy card and return it in the postage-paid
envelope
-------------- --------------
COMPANY NUMBER CONTROL NUMBER
-------------- --------------
o Please fold and detach card at perforation before mailing. o
- --------------------------------------------------------------------------------
The proxies are authorized to vote in their discretion on any other business
which may properly come before the Annual Meeting and any adjournments or
postponements thereof.
PLEASE SIGN AND RETURN PROMPTLY
IN ENCLOSED ENVELOPE.
NO POSTAGE IS REQUIRED.
-----------------------------------------------
(Signature of Stockholder)
-----------------------------------------------
(Signature of joint owner, if any)
Date ___________________________________ , 2002
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.