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:
[X ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] 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 26, 2003
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To the Stockholders:
The Annual Meeting of Stockholders (the "Annual Meeting") of Scudder New Asia
Fund, Inc. (the "Fund") is to be held at 1:00 p.m., Eastern time, on Wednesday,
October 1, 2003, 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 two Directors and consider
one stockholder proposal, if properly 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 two 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 (the "Annual
Meeting") 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 1, 2003 at 1:00 p.m., Eastern time, for the
following purposes:
To elect two 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 properly 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 1, 2003 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 26, 2003
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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. ("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 1, 2003 at 1:00 p.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 26, 2003 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 1, 2003 (the "Record Date") will be entitled to one vote per share on all
business of the Meeting and any adjournments thereof. There were 8,781,833
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 year ended December
31, 2002 and a copy of the semiannual report for the six-month period ended June
30, 2003, 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 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 two 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. The 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. It is currently anticipated that Mr. Callander will
resign from the Board on or about April 30, 2005.
Information Concerning Nominees
The following table sets forth certain information concerning each of the two
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 III -- Nominees to serve until 2006 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 30, 2003^1 Companies as of June 30, 2003^1
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[PHOTO OMITTED] President (since 1986); 2000^2 Over $100,000 Over $100,000
Managing Director of
Nicholas Bratt (55)*+ Deutsche Asset
c/o Deutsche Investment Management; Director,
Management Americas Inc. Korea Society (private
345 Park Avenue society). Mr. Bratt
New York, NY 10154 serves on the boards of
three other funds
managed by DeIM.
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2
Class III-- Nominees to serve until 2006 Annual Meeting of Stockholders (continued):
- ---------
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 30, 2003^1 June 30, 2003^1
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[PHOTO OMITTED] Retired Vice Chairman, 1994 $1-$10,000 $50,001-$100,000
Chemical Banking
Robert J. Callander (72) 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; Previously
Visiting Professor/Executive-
in-Residence, Columbia
University Business School;
Formerly, Director,
Metropolitan Opera
Association and Barnes
Group, Inc. (manufacturing)
(until April 2001).
Mr. Callander serves on
the boards of three
other funds managed by
DeIM.
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3
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 II 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. It is currently anticipated that Mr.
Luers will resign from the Board on or about April 30, 2005.
Class I -- Directors to serve until 2004 Annual Meeting of Stockholders:
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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 30, Director in Family of Investment
Interested Director Publicly Held Companies Director 2003^1 Companies as of June 30, 2003^1
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[PHOTO OMITTED] Managing Director, 2002 None Over $100,000
Deutsche Bank Securities
Richard T. Hale Inc. (formerly DB Alex.
(58)*+ Brown LLC) and Deutsche
c/o Deutsche Asset Management (1999 to
Investment Management present); Director and
Americas Inc. President, Investment
345 Park Avenue Company Capital Corp.
New York, NY 10154 (registered investment
advisor) (1996 to
present); Director,
Deutsche Global Funds,
Ltd. (2000 to present),
CABEI Fund (2000 to
present), North American
Income Fund (2000 to
present); Director,
Scudder Global
Opportunities Fund (since
2003); Director/Officer
Deutsche/Scudder Mutual
Funds (various dates, 200
funds overseen);
President, Montgomery
Street Income Securities,
Inc. (2002 to present)
(registered investment
companies); Vice
President, Deutsche Asset
Management, Inc. (2000 to
present); formerly,
Director, ISI Family of
Funds (registered
investment companies; 4
funds overseen) (1992 to
1999); Managing Director,
DeIM (2003 to present).
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4
Class I -- Directors to serve until 2004 Annual Meeting of Stockholders (continued):
- -------
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 30, 2003^1 Companies as of June 30, 2003^1
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[PHOTO OMITTED] Clinical Professor of 1999 $1-$10,000 $50,001-$100,000
Finance, NYU Stern
Kenneth C. Froewiss (57) School of Business,
c/o Deutsche Investment Member, Finance Committee,
Management Americas Inc. Association for Asia
345 Park Avenue Studies; Formerly,
New York, NY 10154 Managing Director, J.P.
Morgan (investment banking
firm) (until 1996). Mr.
Froewiss serves on the
boards of three other
funds managed by DeIM.
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5
Class I -- Directors to serve until 2004 Annual Meeting of Stockholders (continued):
- -------
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 30, 2003^1 Companies as of June 30, 2003^1
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[PHOTO OMITTED] For-Profit Corporate 2001 $1-$10,000 $1-$10,000
Boards: Director,
Susan Kaufman Valero Energy
Purcell (61)c/o Deutsche Corporation; Non-Profit
Investment Management Organizations: Vice
Americas Inc. President, Council of
345 Park Avenue the Americas; Vice
New York, NY 10154 President, Americas
Society; Non-Profit
Directorships: Freedom
House, Foundation for
Management Education in
Central America (FMECA)
and National Endowment
for Democracy (until
1999); Member, Advisory
Board, The Inter-American
Foundation; Member,
Council on Foreign
Relations; and Member, The
Economic Club of New York
(private club). Previously
Member, Policy Planning
Staff, US Department of
State and Associate
Professor of Political
Science, University of
California, Los Angeles
(UCLA). Dr. Purcell serves
on the boards of three
other funds managed by
DeIM.
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6
Class II -- Directors to serve until 2005 Annual Meeting of Stockholders:
- --------
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 Directors Companies Director 30, 2003^1 of June 30, 2003^1
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[PHOTO OMITTED] President and Chief 1998 $1-$10,000 $10,001-$50,000
Executive Officer,
William H. Luers (74) United Nations
c/o Deutsche Investment Association; Director,
Management Wickes Lumber Company
Americas Inc. (building materials),
345 Park Avenue America Online Latin
New York, NY 10154 America; Member, Advisory
Board, The Trust for
Mutual Understanding;
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), The
Eurasia Foundation
(2000-2002), IDEX
Corporation (liquid
handling equipment
manufacturer) (1991-2003);
Member, Executive
Committee and Board of
Directors, East-West
Institute (1998-2002). Mr.
Luers serves on the boards
of three other funds
managed by DeIM.
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7
Class II -- Directors to serve until 2005 Annual Meeting of Stockholders (continued):
- --------
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 30, 2003^1 Companies as of June 30, 2003^1
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[PHOTO OMITTED] Director and Chief 2001 None Over $100,000
Executive Officer, IMF
Ronaldo A. da Frota Editora Ltd. (financial
Nogueira (65) publisher); Chairman of
c/o Deutsche Investment the Certification
Management Americas Inc. Committee and Director,
345 Park Avenue APIMEC Nacional
New York, NY 10154 (Brazilian Association
of Investment
Professionals and
Analysts); Member,
Board of the
Association of
Certified International
Investment Analysts
(ACIIA). Mr. Nogueira
serves on the boards of
three other funds
managed by DeIM.
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8
Class II -- Directors to serve until 2005 Annual Meeting of Stockholders (continued):
- --------
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 30, 2003^1 Companies as of June 30, 2003^1
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[PHOTO OMITTED] Professor (formerly 1999 None None
Dean, 1999-2001),
Kesop Yun (58) 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.)
(1996-1999); 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 three other
funds managed by DeIM.
68,623 Less than 1% of Shares of
All Directors and Officers as a group Shares the Fund
- -------------------------------------------------------------------------------------------------------------
* 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 the Fund's subadvisor,
Deutsche Asset Management (Asia) Limited ("DeAMAL"). Mr. Bratt and Mr.
Hale each is deemed to be an interested person because of his
affiliation with the Fund's investment manager, DeIM, or its affiliates,
or because he is an Officer of the Fund, or both.
+ Mr. Bratt and Mr. Hale are members of the Executive Committee of the
Fund.
^1 The information as to beneficial ownership is based on statements
furnished to the Fund by the Directors and nominees. Unless otherwise
noted, beneficial ownership is based on sole voting and investment
power.
^2 Mr. Bratt previously served on the Board of Directors of the Fund from
1986 to 1997.
9
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and Section 30(h) of the Investment Company Act of 1940, as amended (the
"1940 Act"), as applied to a fund, require 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"). 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 Fund's outstanding stock, 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 Exchange Act for the fiscal year ended
December 31, 2002 were timely except that David Wasserman (a former Director of
Zurich Scudder Investments, Inc.) filed a Form 3 late; Peng-Wah Choy, Jennifer
Davies, James Goulding, Peter N.S. Hanbury, Annie Low, Chiong-Tuck Phoon, Brian
Scullin, and Diane Williams each failed to file a Form 3 and Form 5; and
Nicholas Bratt and Bruce Rosenblum each filed a Form 4 reporting an acquisition
of securities late. Each person has since corrected his/her omission by making
the necessary 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 2003, 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 1,283,600 shares, or 14.43% of the Fund's
outstanding stock.
Except as noted above, to the best of the Fund's knowledge, as of June 30, 2003,
no other person owned beneficially more than 5% of the Fund's outstanding stock.
Honorary Directors
James W. Morley, Robert G. Stone, Jr. 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 and Nolen had served
as Directors of the Fund since 1986. Messrs. Morley, Stone and Nolen retired as
Directors in 1993, 1994 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 six times during the year ended December
31, 2002. The Noninterested Directors (as defined below) also held two
additional meetings with their counsel.
Each Director attended at least 75% of the total number of meetings of the Board
of Directors and of all committees of the Board on which he or she served as
regular members, except Daniel Pierce, a former Director, who attended 50% of
the meetings.
10
The Board of Directors, in addition to an Executive Committee, has an Audit
Committee, a Valuation Committee and a Committee on Independent Directors. The
Executive and Valuation Committees consist of regular members, allowing
alternates.
Audit Committee
The Board has an Audit Committee, consisting of those Directors who are not
interested persons of the Fund or of DeIM ("Noninterested Directors") as defined
in the 1940 Act, which met three times during the year ended December 31, 2002.
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,
which is attached to this Proxy Statement as Appendix A.
At a meeting held on July 9, 2003, 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 year ending December 31,
2003. The Fund's financial statements for the year ended December 31, 2002 were
audited by PricewaterhouseCoopers LLP. The following table sets forth the
aggregate fees billed for professional services rendered by
PricewaterhouseCoopers LLP^1:
Audit Fees Financial Information Systems All Other Fees^2
Design and Implementation Fees
- -------------------------------------------------------------------------------------------------------------
$91,700 $0 $19,143,000
- -------------------------------------------------------------------------------------------------------------
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 provided
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, 2002 of approximately
$6,451,350 for professional services rendered for audit and tax services
provided to other DeIM-advised funds.
^2 All Other Fees includes $1,268,000 for services in connection with risk
management, taxation, attest/agreed upon procedures, review of filings
with the SEC and testing of internal controls for DeIM and other related
entities that provide support for the operations of the funds.
11
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, 2002 included in the Fund's Annual Report for the year ended
December 31, 2002 (the "Annual Report"), at a meeting held on February 19, 2003,
the Audit Committee considered and discussed the audited financial statements
with management and the independent auditors, and discussed the audit of such
financial statements with the independent accountants.
The Audit Committee also discussed with the independent accountants the matters
required to be discussed by Statement On Auditing Standards No. 61
(Communications with Audit Committees). The independent accountants provided to
the committee the written disclosure and the letter required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees),
and the Audit Committee discussed with representatives of the independent
accountants their firm's independence.
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 auditing standards
generally accepted in the United States of America 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 Audit Committee's 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. Froewiss (Chairman), Callander, Luers,
Nogueira and Yun and Dr. Purcell.
12
Committee on Independent Directors
The Committee on Independent Directors consists of the Noninterested Directors.
The Committee met once during the year ended December 31, 2002. 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 2, 2003 to
nominate the nominee for Noninterested Director presented in this proxy
statement. Stockholders' recommendations as to nominees received by management
are referred to the Committee for its consideration and action. Stockholders
wishing to recommend any Director candidate should submit in writing a brief
description of the candidate's business experience and other information
relevant to the candidate's qualifications to serve as a Director. In order to
be considered at the 2004 annual meeting, submission should be made by April 28,
2004.
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. Bratt and Hale are members of the Executive
Committee. The Executive Committee did not meet during the year ended December
31, 2002.
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 certain 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 eight times during the year
ended December 31, 2002.
13
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
- --------------------------------------------------------------------------------------------------------------------
Kate Sullivan D'Eramo (46) Assistant Treasurer; Director of Deutsche Asset Management. 2003
Terrence Gray (33) Vice President; Vice President of Deutsche Asset Management. 2002
Judith A. Hannaway (49) Vice President; Managing Director of Deutsche Asset Management. 1997
John Millette (40) Vice President and Secretary; Director of Deutsche Asset Management. 1999
Caroline Pearson (41) Assistant Secretary; Managing Director of Deutsche Asset Management. 1998
Charles A. Rizzo (46) Treasurer and Chief Financial Officer; Director of 2002
Deutsche Asset Management since 2000; prior thereto,
Vice President and Department Head, BT Alex. Brown
Incorporated (now Deutsche Bank Securities Inc.)
(1998-1999); Senior Manager, Coopers & Lybrand L.L.P.
(now PricewaterhouseCoopers LLP) (1993-1998).
Bruce A. Rosenblum (42) Vice President and Assistant Secretary; Director of 2002
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.
Salvatore Schiavone (37) Assistant Treasurer; Director of Deutsche Asset Management. 2003
Lucinda H. Stebbins (57) Assistant Treasurer; Director of Deutsche Asset Management. 2003
- --------------------------------------------------------------------------------------------------------------------
^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.
Messrs. Bratt, Gray, Rizzo and Schiavone and Mses. D'Eramo and Hannaway
own securities of Deutsche Bank A.G.
^2 The President, Treasurer and Secretary each holds 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.
14
Transactions with and Remuneration of Directors and Officers
The aggregate direct remuneration incurred by the Fund for payment to
Noninterested Directors was $75,428, including expenses, for the year ended
December 31, 2002. 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. Effective January 1, 2003, the Lead Director of the
Noninterested Directors (currently Mr. Callander) and the Chairman of the Audit
Committee (currently Mr. Froewiss) each receives an additional $2,500 annual fee
for serving in that capacity. 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 22), 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.
15
Compensation Table for the year ended December 31, 2002
- -----------------------------------------------------------------------------------------------------------------
(1) (2) (3) (4) (5)
Aggregate Compensation
as a Director/Trustee
of the Fund and Other
Pension or Scudder Funds
Aggregate Retirement Benefits Estimated Annual
Name of Person, Compensation Accrued as Part of Benefits Upon Paid by Paid by
Position from the Fund Fund Expenses Retirement Funds DeIM
- -----------------------------------------------------------------------------------------------------------------
Robert J. Callander, $12,250 N/A N/A $46,750 $9,000*
Director (4 funds)
Kenneth C. Froewiss, $46,750
Director $12,250 N/A N/A (4 funds) $9,000*
William H. Luers, $42,250
Director $11,500 N/A N/A (4 funds) $9,000*
Ronald A. da Frota Nogueira, $52,750
Director $12,250 N/A N/A (4 funds) $9,000*
Susan Kaufman Purcell, $46,750
Director $12,250 N/A N/A (4 funds) $9,000*
Kesop Yun, $46,750
Director $12,250 N/A N/A (4 funds) $6,000*
- ------------------------------------------------------------------------------------------------------------
* DeIM paid the fees of the Noninterested Directors for attendance at
meetings to discuss and approve a new Investment Management Agreement
between the Fund and DeIM.
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 such stockholder holds upon receipt of a request for such
information.
RESOLVED: The shareholders of Scudder New Asia Fund, Inc. ("Fund") ask that the
Board of Directors act to adopt interval-fund status for the Fund, under which
the Fund will make repurchase offers at three-month intervals for not less than
10% of the Fund's shares outstanding at not less than 98% of net asset value
(NAV), and to effect the first such repurchase offer no later than December 31,
2003.
The stockholder has provided the following statement in support of this
proposal.
SUPPORTING STATEMENT: Shares of our Fund have persistently traded at a large
discount from net asset value (NAV). As of April 11, 2003, the discount was 17
percent, representing more than $13 million in value unavailable to
shareholders.
16
Adopting an interval fund structure, in which the Fund conducts periodic
repurchase offers at a price at or near NAV, will in my opinion substantially
reduce the discount. This approach was successfully implemented by The Asia
Tigers Fund, which in 2002 began quarterly tender offers for 10% of shares at
98% of NAV. Shareholders of The Asia Tigers Fund saw the discount fall from 19%
on January 1, 2002 to 11% one month later after the interval fund proposal was
announced. The discount stood at 8.8% as of April 11, 2003.
This proposal asks that the directors of our Fund approve and promptly submit a
similar interval fund proposal to shareholders. What has worked for The Asia
Tigers Fund and other funds will, in my opinion, also work for our Fund to
reduce the discount and substantially increase shareholder value.
Management's Response
THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"AGAINST" THIS PROPOSAL FOR THE FOLLOWING REASONS:
Your Board of Directors opposes this proposal, because the Board believes that
an interval fund structure would, on balance, harm the Fund and its
shareholders.
If the Fund became an interval fund, it would periodically make tender offers to
buy a portion of its own shares. In the Board's view, this would be likely over
time to:
o Harm investment performance
o Increase the Fund's expense ratio by reducing the size of the Fund
o Threaten the Fund's continued listing on the New York Stock Exchange, and
therefore the liquidity of its shares
o Jeopardize the Fund's viability and continued existence, and
o Have no lasting effect on the discount at which Fund shares may trade
relative to net asset value.
The Board believes any short-term benefits from an interval fund structure to
those stockholders who choose to sell their shares are far outweighed by
long-term negative effects on stockholders who remain invested in the Fund.
The Board reached its conclusion after careful review of the Fund's objective
and circumstances. The Fund is a closed-end fund -- a fund that does not redeem
its own shares. The Fund's investment objective is long-term capital
appreciation. The Fund seeks to achieve this objective by investing primarily in
equity securities of Asian companies -- many of them smaller companies.
17
The Fund is designed for long-term investors who are interested in pursuing
investment opportunities in the evolving markets of Asia. The Fund's Board of
Directors believes that such investors are primarily concerned with the
long-term investment performance of the Fund, as measured by the total return
(dividends plus capital gains) on their investment. A stockholder's return from
an investment in the Fund would be adversely affected by the presence of a
discount in the Fund's market price relative to its net asset value only to the
extent that the discount happens to be greater at the time of sale than at the
time of purchase. The Fund's Board of Directors will continue to explore ways to
reduce the discount consistent with the Fund's principal investment strategies.
But any specific proposal to achieve a reduction in the discount must be
evaluated in terms of its overall impact on the Fund's investment performance,
and judged by this criterion, the Fund's Board of Directors finds the current
proposal not to be in the best interest of the Fund's stockholders.
Impairment of investment performance. If the Fund were to become an interval
fund as the proposal suggests, four times a year the Fund would need to
liquidate at least 10% of its net assets to repurchase its shares. To prepare
for that possibility, the Fund would need to invest relatively more of its
assets in short-term investments and in more liquid securities, and could be
obliged to sell portfolio holdings at inopportune times. Furthermore, at least
90% of the costs of liquidating Fund assets to make periodic repurchases would
be borne by stockholders remaining in the Fund.
As a closed-end fund, the Fund's assets can be more fully invested in
longer-term holdings and in smaller and less liquid stocks. At June 30, 2003,
the Investment Manager estimates that about 15% of the Fund's assets were
invested in small-cap stocks (those in the fourth quartile in market
capitalization in a particular market) and 10% were invested in mid-cap stocks
(those in the third quartile in market capitalization). The Fund's Investment
Manager believes that well-researched securities of smaller and less liquid
companies offer superior potential for long-term capital appreciation.
The Investment Manager believes the Fund's investment performance is likely to
be harmed if the Fund does not continue to invest in smaller and less liquid
securities. The Investment Manager also believes that to raise funds for
periodic self-tenders by significant sales of portfolio securities could result
in abrupt and erratic movements in the prices for those securities, to the
detriment of the Fund. In the Investment Manager's view, this is likely to be
true not only as to sales of portfolio securities that are smaller and less
liquid securities, but also, given the nature of the emerging markets in which
the Fund invests, as to sales of many of the Fund's more liquid holdings.
The Investment Manager believes the Fund's closed-end structure has contributed
to the Fund's strong performance in recent years relative to the Fund's
benchmark (the Morgan Stanley Capital International (MSCI) All Country Asia Free
Index) as well as to a blended benchmark made up of 75% of the MSCI All Country
Asia Free ex Japan Index and 25% of the MSCI Japan Index, as shown in the
following table.
18
Comparative U.S. Dollar Performance (%), measured by total return during the period, as of June 30, 2003^1
3 Months 1 Year 3 Years 5 Years 10 Years
- -------------------------------------------------------------------------------------------------------------
Scudder New Asia 25.00 1.09 -8.48 5.67 -0.40
Fund (Market)
Scudder New Asia 21.67 -2.18 -13.49 5.69 1.54
Fund (Net Asset
Value)
Benchmark (NAV) 13.71 -11.92 -18.13 n/a n/a
Blended Benchmark (NAV) 16.26 -8.44 -14.18 1.43 -3.14
- -------------------------------------------------------------------------------------------------------------
The Fund's stockholders have decided to buy shares of a closed-end fund -- a
structure that permits the Fund to emphasize less liquid investments without
having periodically to build up and pay out cash reserves. 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 and underlying assets.
Increase in expense ratio. If the Fund became an interval fund, the resulting
periodic tender offers for its own shares would shrink the Fund -- but expenses
would not go down in proportion. Indeed, the Fund would incur substantial
additional expenses associated with periodic self-tenders. The Investment
Manager estimates those expenses at approximately $350,000 (or 37 basis points
relative to the Fund's June 30, 2003 net asset value) in the first year and
approximately $250,000 (or 26 basis points relative to June 30, 2003 net asset
value) in each subsequent year following conversion to an interval fund,
assuming the proposed four repurchase offers a year. The likely result of these
self-tender expenses and of the fact that Fund expenses would not decrease in
proportion to the shrinking of the Fund would be a large increase in the Fund's
expense ratio. For the twelve months ended December 31, 2002, the Fund's expense
ratio was 1.99%, based on average weekly net assets of $94 million. The
Investment Manager estimates that the expense ratio would rise to 3.00%, 4.04%
and 5.24% if the Fund made four self-tenders a year and if its net assets shrank
to $50 million, $30 million and $20 million, respectively. That would represent
51%, 103% and 163% increases respectively in the expense ratio -- to the
substantial detriment of Fund shareholders.
Risk to the Fund's continued NYSE listing and to the Fund's viability and
ongoing existence. The periodic self-tenders that are at the heart of interval
fund status tend to lead to a decrease in asset size. If this were to continue
over time, the Fund could end up being delisted from the New York Stock
Exchange, which would adversely affect the liquidity of the Fund's shares. The
Fund's market capitalization on June 30, 2003 was approximately $82 million. A
NYSE-listed fund will be advised by the NYSE of its delisting standards if the
average market capitalization falls below $25 million and will be subject to
immediate suspension and delisting procedures from the NYSE if the average
market capitalization over 30 consecutive trading days is below $15 million.
^1 Total return based on net asset value reflects changes in the Fund's net
asset value during the period. Total return based on market value
reflects changes in market value. Each figure includes reinvestments of
distributions. These figures will differ depending upon the level of any
discount from or premium to net asset value at which the Fund's shares
trade during the period. Past results are not necessarily indicative of
future performance of the Fund.
19
Adoption of interval fund status could cause the Fund to become no longer viable
- -- as has happened to several other closed-end funds that have shrunk through
other large repurchases of their own shares. That could be the result of an
increased expense ratio, delisting from the NYSE, or both. In that event, the
Board of Directors might well conclude that the Fund would need to be
liquidated.
In this sense, the Board believes that to adopt interval fund status would be to
move towards the eventual liquidation of the Fund -- not immediately, but as a
result of what amounts to a "Death of Many Slices."
No lasting effect on the discount. Conversion to an interval fund has not been
proven to reduce on a long-term basis the discount from net asset value at which
shares of a closed-end fund can trade. The stockholder making this proposal
cites The Asia Tigers Fund as an example of how interval fund status can reduce
the discount, and notes that the discount of that fund was 8.8% at April 11,
2003. But by April 30 -- less than a month later --- the discount had risen to
14.4%. It is far from clear that the adoption of interval fund structure has had
a lasting impact on that fund's discount. Moreover, as the assets of The Asia
Tigers Fund shrank and the fund incurred the expense of self-tenders, its
expense ratio increased by more than 16% between the year ended October 31,
2002, and the six months ended April 30, 2003.
Conclusion. The Board of Directors believes that interval fund status is not in
the best interest of the Fund's stockholders because it could tend to harm
investment performance, increase the Fund's expense ratio, and jeopardize the
Fund's continued viability and existence and would not have any lasting effect
on the Fund's discount to net asset value. Accordingly, your Fund's Board of
Directors unanimously recommends that you vote AGAINST this proposal. Your proxy
will be so voted unless you specify otherwise.
Required Vote
Approval of the stockholder proposal, if properly presented to the Meeting,
requires the affirmative vote of the holders of a majority of the votes cast at
the Meeting. Approval of the proposal, if properly presented to the Meeting,
does not mean that the Fund will become an interval fund. Rather, it means that
the Fund's Board of Directors will reevaluate the proposal and consider what, if
any, further actions would be in the best interests of stockholders.
If the stockholder or a qualified representative of the stockholder fails to
appear and present this proposal, without good cause, the Board of Directors may
exclude this proposal from consideration at the Meeting.
20
Investment Manager
Under the supervision of the Board of Directors of the Fund, Deutsche Investment
Management Americas Inc. ("DeIM" or the "Investment Manager"), 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 and its predecessors have 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 hundreds of
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.
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 directors and executive officers of DeIM are
set forth in the table below:
Name Position with DeIM
- -------------------------------------------------------------------------------------------------------------
William N. Shiebler^1 Director, President and Chief Executive Officer
Deborah A. Flickinger^1 Director and Chief Operating Officer
Jeffrey S. Wallace^1 Director and Chief Financial Officer and Treasurer
William G. Butterly, III^2 Secretary, General Counsel & Chief Legal Officer
- -------------------------------------------------------------------------------------------------------------
^1 280 Park Avenue, New York, NY
^2 345 Park Avenue, New York, NY
21
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.
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. DeAMAL is registered with the SEC 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 that portion of the Fund's portfolio
allocated to DeAMAL by DeIM.
The principal occupations of each director and principal executive officer of
DeAMAL are set forth in the table below:
Name Position with DeAMAL
- -------------------------------------------------------------------------------------------------------------
James C. W. Goulding Chairman of the Board
Peng-Wah Choy Chief Executive Officer and Director
Chiong-Tuck Phoon Chief Investment Officer and Director
Peter N. S. Hanbury Director
Jennifer Davies Director
Brian Scullin Non-Executive Director
Diane Seymour-Williams Non-Executive Director
Annie Low Company Secretary
- -------------------------------------------------------------------------------------------------------------
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.
22
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.
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 1-877-668-1642. 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 1, 2003, 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.
23
Stockholder Proposals
Stockholders wishing to submit proposals for inclusion in a proxy statement for
the 2004 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 28, 2004.
The timely submission of a proposal does not guarantee its inclusion.
For business to be properly brought before the annual meeting by a stockholder,
the stockholder must have given timely notice thereof in writing to the
Secretary of the Fund. To be timely, any such notice must be delivered to or
mailed by certified mail, return receipt requested, and received at the
principal executive offices of the Fund not later than 90 days nor more than 120
days prior to the date of the meeting; provided, however, that if less than 100
days' notice or prior public disclosure is given or made to stockholders, any
such notice by a stockholder to be timely must be so received not later than the
close of business on the 10th day following the earlier of the day on which such
notice of the date of the annual or special meeting was given or such public
disclosure was made.
The Fund may exercise discretionary voting authority with respect to stockholder
proposals for the 2004 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 within the time frame indicated above. 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 26, 2003
24
APPENDIX A
SCUDDER CLOSED-END FUNDS
AUDIT COMMITTEE CHARTER
ADOPTED JULY 9, 2003
This document constitutes the Charter of the Audit Committee (the "Committee")
of the Board of Directors of the Scudder Closed-End Funds (the "Funds"). The
Board of Directors of the Funds (the "Board") established the Committee to
provide oversight with respect to the Funds' accounting and financial reporting
policies and practices.
(1) Organization. The Committee shall be composed of three or more members
of the Board who are not "interested persons" (as defined in the
Investment Company Act of 1940) of the Funds, who do not receive
consulting, advisory or other compensatory fees from the Funds or from
the Funds' investment adviser or its affiliates, except fees from the
Funds for services as a Director, and who satisfy any independence or
expertise requirements of the exchange(s) on which the Funds' shares are
traded.
(2) Meetings. The Committee shall meet on a regular basis as necessary or
appropriate, and is empowered to hold special meetings as circumstances
warrant.
(3) Committee Purposes. The purposes of the Committee are as follows:
(a) To oversee the Funds' accounting and financial reporting
policies and practices, the Funds' internal controls (including
disclosure controls and procedures) and, as appropriate, the
internal controls of certain Fund service providers;
(b) To oversee the quality and objectivity of the Funds' financial
statements and the independent audit thereof;
(c) To exercise direct responsibility for the appointment,
compensation, and oversight of the work performed by the Funds'
independent auditors for the purpose of preparing or issuing an
audit report or related work; and
(d) To act as a liaison between the Funds' independent auditors and
the Board.
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 (including disclosure controls and
procedures), 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 approve the selection, retention, compensation and
termination of the Fund's independent auditors, and, in
connection therewith, to evaluate and determine the terms of any
engagement of the auditors (including fees) by or on behalf of
the Funds;
25
(b) To consider whether the provision of non-audit services
rendered by the independent auditors to the Funds and
the Funds' investment adviser and its affiliates, or any
other circumstances which may arise, impair the
independence of the independent auditors;
(c) To meet with the Funds' independent auditors, including
private meetings as necessary or appropriate: (i) to
review the arrangements for and scope of the Funds'
annual audit and any special audits; (ii) to discuss any
matters of concern relating to the Funds' 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 Funds' financial policies and procedures, internal
accounting controls and disclosure controls and
procedures, and management's responses thereto; (iv) to
review the form of the opinion the auditors propose to
render to the Board and Fund shareholders; and (v) to
review any other reports, representations or
communications from the auditors regarding matters
within the Committee's scope of responsibilities under
this Charter;
(d) To meet regularly with the Funds' chief financial and
accounting officers, the Funds' Treasurer and the Funds'
investment adviser's internal auditors, in each case to
discuss any matters the Committee or such parties
believe necessary or appropriate to raise, and to review
and consider any reports or communications from any such
parties relating to the operations of the Funds;
(e) To review such other matters or information that the
Committee believes may be relevant to the auditors, the
audit engagement, or the Funds' financial policies and
procedures, internal accounting controls or disclosure
controls and procedures;
(f) To establish procedures for the receipt, retention and
treatment of complaints that the Funds receive regarding
Fund accounting, internal accounting controls or
auditing matters, and for the confidential, anonymous
submissions by Fund officers or employees of Fund
service providers of concerns regarding suspected fraud
of any type related to the Funds, including without
limitation questionable accounting or auditing matters;
(g) To establish procedures for the prospective approval of
the engagement of the independent auditors to provide:
(i) audit or permissible non-audit services to the
Funds, and (ii) non-audit services to the Funds'
investment advisers (or any entity controlling,
controlled by or under common control with a Fund
investment adviser that provides ongoing services to the
Funds) that relate directly to the Funds' operations and
financial reporting;
26
(h) To establish guidelines pursuant to which the
independent auditors are required to keep the Committee
apprised of any proposed new relationships between the
independent auditors and the Funds' investment advisers
(and their affiliates); and
(i) To report its activities to the Board 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) Role of Independent Auditors. The Fund's independent auditors are
ultimately accountable to the Committee, and must report directly to the
Committee.
(6) Resources and Authority. The Committee shall have the resources and
authority necessary or appropriate for purposes of discharging its
responsibilities under this Charter, including the authority to consult
with counsel and/or to retain, at the Funds' expense, such other experts
or consultants as the Committee deems necessary or appropriate to
fulfill its responsibilities.
(7) Periodic Review of Charter. The Committee shall review this Charter at
least annually and recommend any changes to the Board.
27
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Instructions for Voting Your Proxy
The Scudder New Asia Fund, Inc. is now offering shareholders of record three
alternative ways of voting their proxies:
/ / By Telephone (using a touch-tone telephone)
/ / Through the Internet (using a browser)
/ / 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, 24 hours a day, 7 days a
week.
- ----------------
TELEPHONE VOTING Available only until 5:00 p.m. EST September 30, 2003.
- ----------------
o On a touch-tone telephone, call TOLL FREE 1-800-732-6583, 24 hours a
day, 7 days a week
o You will be asked to enter ONLY the Control Number shown below
o Have your proxy card ready, then follow the prerecorded instructions
o Your vote will be confirmed and cast as you directed
- ---------------
INTERNET VOTING Available only until 5:00 p.m. EST September 30, 2003.
- ---------------
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
-------------- --------------
TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
- --------------------------------------------------------------------------------
PROXY
SCUDDER NEW ASIA FUND, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Stockholders - October 1, 2003
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 1, 2003 at 1:00 p.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.
TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT STOCKHOLDERS VOTE FOR
PROPOSAL 1 AND AGAINST PROPOSAL 2.
Please mark boxes in blue or black ink.
(1) To elect two 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.
Nominees Class III: Nicholas Bratt and Robert J. Callander
FOR all nominees WITHHELD from all
listed above except as /___/ nominees listed above /___/
noted below)
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the line below)
- --------------------------------------------------------------------------------
(2) To vote on a stockholder's proposal to ask that the Board of Directors
act to adopt interval status for the Fund.
FOR AGAINST ABSTAIN
/___/ /___/ /___/
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 DATE BELOW AND MAIL THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. NO POSTAGE IS REQUIRED.
- ------------------------------------------------------
(Signature of Stockholder)
- ------------------------------------------------------
(Signature of joint owner, if any)
- ------------------------------------------------------
(Title or Authority)
Dated: _______________________, 2003
(Joint owners should EACH sign. Please sign EXACTLY as your name(s) appears on
this card. When signing as attorney, trustee, executor, administrator, guardian
or corporate officer, please give your FULL title as such.)