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. September 3, 2004
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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 10:00 a.m., Eastern time, on Wednesday,
October 6, 2004, at the offices of Deutsche Investment Management Americas Inc.,
part of Deutsche Asset Management, 29th Floor, East Side, 280 Park Avenue (at
48th-49th Streets), New York, New York 10017. 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. 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.
All of our independent directors plan to attend this meeting and look forward to
meeting interested stockholders.
Your Fund's Directors recommend that you vote in favor of each of the nominees
for Director.
Respectfully,
/s/Robert J. Callander
Robert J. Callander
Chairman of the Board
on behalf of the full 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, 29th Floor, East Side, 280 Park Avenue (at 48th-49th Streets),
New York, New York 10017, on Wednesday, October 6, 2004 at 10:00 a.m., Eastern
time, for the following purpose:
To elect two Directors of the Fund to hold office for a term of three years and
until their respective successors shall have been duly elected and qualified.
The appointed proxies will vote in their discretion on any other business as may
properly come before the meeting or any adjournments or postponements thereof.
Holders of record of the shares of common stock of the Fund at the close of
business on July 19, 2004 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
September 3, 2004
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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, 29th Floor, East Side, 280 Park Avenue (at
48th-49th Streets), New York, New York 10017, on Wednesday, October 6, 2004 at
10:00 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 September 3, 2004 or as soon as
practicable thereafter. Any stockholder giving a proxy has the power to revoke
it prior to the time the proxy is exercised by attending the Meeting and casting
his or her votes in person or by mail, by executing a superseding proxy or by
submitting a notice of revocation to the Fund (addressed to the Secretary at the
principal executive office of the Fund, 345 Park Avenue, New York, New York
10154). 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.
With respect to the election of director nominees, abstentions and
broker-non-votes will have the same effect as a vote not to elect the nominees,
because election of a nominee requires the affirmative vote of a majority of the
shares present in person or by proxy and entitled to vote.
Holders of record of the common stock of the Fund at the close of business on
July 19, 2004 (the "Record Date") will be entitled to one vote per share on all
business of the Meeting and any adjournments or postponements thereof. There
were 8,759,833 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, 2003 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.
1
PROPOSAL: ELECTION OF DIRECTORS
Persons named on the accompanying proxy card intend, in the absence of contrary
instructions, to vote all proxies in favor of the election of the 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 qualify. 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. For election of Directors at the Meeting, the Board of
Directors has approved the nomination of the individuals listed below.
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.
Class I -- Nominees to serve until 2007 Annual Meeting of Stockholders:
- -------
Present Office with the Aggregate Dollar Range of
Fund, if any; Principal Equity Securities in All
Name (Age) Occupation or Employment Year Dollar Range of Registered Investment
Address and Directorships First Equity Securities Companies Overseen by Director
Independent in Publicly Held Became a in the Fund as of in Family of Investment
Directors** Companies Director June 30, 2004^1 Companies as of June 30, 2004^1
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[GRAPHIC OMITTED] Clinical Professor of 1999 $10,001-$50,000 $50,001-$100,000
Finance, NYU Stern
Kenneth C. Froewiss School of Business
(58) (1997-present), Member,
c/o Deutsche Finance Committee,
Investment Management Association for Asia
Americas Inc. Studies (2002-present);
345 Park Avenue Formerly, Managing
New York, NY 10154 Director, J.P. Morgan
(investment banking
firm) (1984-1996).
Mr. Froewiss serves on
the boards of three
other funds managed by
DeIM.
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2
Class I -- Nominees to serve until 2007 Annual Meeting of Stockholders (continued):
- -------
Present Office with the Aggregate Dollar Range of
Fund, if any; Principal Equity Securities in All
Name (Age) Occupation or Employment Year Dollar Range of Registered Investment
Address and Directorships First Equity Securities Companies Overseen by Director
Independent in Publicly Held Became a in the Fund as of in Family of Investment
Directors** Companies Director June 30, 2004^1 Companies as of June 30, 2004^1
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[GRAPHIC OMITTED] For-Profit Corporate 2001 $1-$10,000 $10,001-$50,000
Boards: Director,
Susan Kaufman Valero Energy
Purcell (62) Corporation; Non-Profit
c/o Deutsche Organizations: Vice
Investment Management President, Council of
Americas Inc. the Americas; Vice
345 Park Avenue President, Americas
New York, NY 10154 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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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 II and III Directors do not expire
this year. The following table sets forth certain information regarding the
Directors in such classes. Unless otherwise noted, each Director has engaged in
the principal occupation listed in the following table for more than five years,
but not necessarily in the same capacity. It is currently anticipated that
Messrs. Callander and Luers will resign from the Board on or about April 30,
2005 in accordance with the Boards' retirement policy.
Class II -- Directors to serve until 2005 Annual Meeting of Stockholders:
- --------
Present Office with the Aggregate Dollar Range of
Fund, if any; Principal Equity Securities in All
Name (Age) Occupation or Employment Year Dollar Range of Registered Investment
Address and Directorships First Equity Securities Companies Overseen by Director
Independent in Publicly Held Became a in the Fund as of in Family of Investment
Directors** Companies Director June 30, 2004^1 Companies as of June 30, 2004^1
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[GRAPHIC OMITTED] President and Chief 1998 $1-$10,000 $10,001-$50,000
Executive Officer,
William H. Luers (75) United Nations
c/o Deutsche Association of U.S.A.;
Investment Director, Wickes
Management Lumber Company
Americas Inc. (building materials),
345 Park Avenue America Online Latin
New York, NY 10154 America and Rubin Art
Museum (Asian art
museum)
(2003-present);
Member, Advisory
Board, The Trust for
Mutual Understanding,
National Museum of
Natural History,
Smithsonian
Institution
(2003-present), and
Christies' Inc. (art
auction house)
(2003-present);
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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4
Class II -- Directors to serve until 2005 Annual Meeting of Stockholders (continued):
- --------
Present Office with the Aggregate Dollar Range of
Fund, if any; Principal Equity Securities in All
Name (Age) Occupation or Employment Year Dollar Range of Registered Investment
Address and Directorships First Equity Securities Companies Overseen by Director
Independent in Publicly Held Became a in the Fund as of in Family of Investment
Directors** Companies Director June 30, 2004^1 Companies as of June 30, 2004^1
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[GRAPHIC OMITTED] Director and Chief 2001 None Over $100,000
Executive Officer, IMF
Ronaldo A. da Frota Editora Ltd.
Nogueira (66) (financial publisher);
c/o Deutsche Chairman of the
Investment Certification
Management Americas Committee and
Inc. Director, APIMEC
345 Park Avenue Nacional (Brazilian
New York, NY 10154 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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[GRAPHIC OMITTED] Professor (formerly 1999 None None
Dean, 1999-2001),
Kesop Yun (59) College of Business
c/o Deutsche Administration, Seoul
Investment National University,
Management Americas Seoul, Korea;
Inc. Director, The Korea
345 Park Avenue Liberalisation Fund,
New York, NY 10154 Inc. (U.K.)
(1996-1999); Visiting
Professor of London
Business School
(1997-1998);
President, Korea
Securities & Economy
Institute (1994-1995)
and Korea Tax
Association
(1994-1995). Mr. Yun
serves on the boards
of three other funds
managed by DeIM.
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5
Class III -- Directors to serve until 2006 Annual Meeting of Stockholders:
- ---------
Present Office with the Aggregate Dollar Range of
Fund, if any; Principal Equity Securities in All
Name (Age) Occupation or Employment Year Dollar Range of Registered Investment
Address and Directorships First Equity Securities Companies Overseen by Director
Interested in Publicly Held Became a in the Fund as of in Family of Investment
Director* Companies Director June 30, 2004^1 Companies as of June 30, 2004^1
- -------------------------------------------------------------------------------------------------------------
[GRAPHIC OMITTED] Vice Chairman (since 2004 None None
2004) of the Board of
Vincent J. Esposito the Fund; Managing
(48)* Director, DeAM (since
c/o Deutsche 2003). Vice President
Investment Management of Central European
Americas Inc. Equity Fund, Inc.
345 Park Avenue (since 2003); Vice
New York, NY 10154 President of The
Germany Fund, Inc.
(since 2003); Vice
President of The New
Germany Fund, Inc.
(since 2003)
(registered investment
companies). Mr.
Esposito serves on the
boards of three other
funds managed by DeIM.
Managing Director,
Putnam Investments
(1991-2002).
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6
Class III -- Directors to serve until 2006 Annual Meeting of Stockholders (continued):
- ---------
Present Office with the Aggregate Dollar Range of
Fund, if any; Principal Equity Securities in All
Name (Age) Occupation or Employment Year Dollar Range of Registered Investment
Address and Directorships First Equity Securities Companies Overseen by Director
Independent in Publicly Held Became a in the Fund as of in Family of Investment
Directors** Companies Director June 30, 2004^1 Companies as of June 30, 2004^1
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[GRAPHIC OMITTED] Chairman (since 2004) 1994 $1-$10,000 $50,001-$100,000
of the Board of the
Robert J. Callander Fund; Retired Vice
(73) Chairman, Chemical
c/o Deutsche Banking Corporation;
Investment Management Director, ARAMARK
Americas Inc. Corporation (food
345 Park Avenue service); Member,
New York, NY 10154 Council on Foreign
Relations; Previously
Visiting
Professor/Executive-in-Residence,
Columbia University
Business School;
Formerly, Director,
Barnes Group, Inc.
(manufacturing) (until
April 2001). Director,
Metropolitan Opera
Association (retired).
Mr. Callander serves on
the boards of three
other funds managed by
DeIM.
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All Directors and Officers as a group 2,450 Less than 1/4 of 1% of Shares of
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. Esposito is deemed
to be an interested person because of his affiliation with the Fund's
investment manager, DeIM, or its affiliates.
** Director considered by the Fund and its counsel not to be "interested
persons" of the Fund or the Fund's investment manager, DeIM.
^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.
7
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 closed-end management investment company, require
the Fund's Officers and Directors, investment manager, affiliates of the Fund's
investment manager and investment advisor, 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, 2003 were timely. 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 2004, the following owned
beneficially more than 5% of the Fund's outstanding stock:
Wachovia Corporation, One Wachovia Center, Charlotte, NC 28288-0137 reported
beneficial ownership of 511,652 shares, or 5.83% of the Fund's outstanding
stock.
Except as noted above, to the best of the Fund's knowledge, as of July 31, 2004,
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 nine times during the year ended December
31, 2003.
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.
The Board of Directors seeks to have at least a majority of its members present
at annual stockholder meetings. At the Fund's last annual stockholder meeting on
October 1, 2003, all Directors except Mr. Yun attended in person, and Mr. Yun
attended by telephone.
The Board of Directors, in addition to an Executive Committee, has an Audit
Committee, a Valuation Committee and a Committee on Independent Directors.
8
Audit Committee
The Board has an Audit Committee, consisting of those Directors who are not
interested persons of the Fund or of the Investment Manager ("Independent
Directors") as defined in the 1940 Act, which met four times during the year
ended December 31, 2003. The members of the Audit Committee are independent, as
independence is defined in the listing standards of The New York Stock Exchange,
Inc. In addition to approving the selection, retention, compensation and
termination of the fund's independent registered public accounting firm, the
Audit Committee reviews with management and the independent registered public
accounting firm 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 annual audited financial statements, reviews the independent registered
public accounting firm's 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 the independent registered public accounting
firm, recommends to the Board for its approval the selection of independent
accountants, reviews matters related to the independence of the Fund's
independent registered public accounting firm and in general considers and
reports to the Board on matters regarding the Fund's accounting and bookkeeping
practices.
Audit Committee's Pre-Approval Policies and Procedures. The Audit Committee must
approve the engagement of the independent registered public accounting firm to
provide audit or non-audit services to the Fund and non-audit services to DeIM
or its control affiliates that relate directly to the Fund's operations and
financial reporting prior to the commencement of any such engagement. In
addition, the independent accountants must notify the Fund's Audit Committee not
later than the Audit Committee's next meeting if the independent registered
public accounting firm enters into an engagement to provide audit or
non-audit-related services to DeIM or its control affiliates that are not for
services to the Fund or services that relate directly to the Fund's operations
and financial reporting whose projected fees are in excess of $25,000. Such
notification must include a general description of the services awarded, the
entity that is to be the recipient of such services, the timing of the
engagement, the entity's reason for selecting the independent registered public
accounting firm, and the projected fees.
The Board of Directors has adopted a written charter for the Audit Committee,
which is attached to this Proxy Statement as Appendix A.
9
At a meeting held on July 7, 2004, the Audit Committee and Board of Directors of
the Fund, including a majority of the Independent Directors, selected
PricewaterhouseCoopers LLP to act as the independent registered public
accounting firm for the Fund for the fiscal year ending December 31, 2004. The
Fund's financial statements for the fiscal years ended December 31, 2003 and
December 31, 2002 and for the six-month periods ended June 30, 2003 and June 30,
2002 were audited by PricewaterhouseCoopers LLP. The following table sets forth
the aggregate fees billed for professional services rendered by
PricewaterhouseCoopers LLP:
Tax Fees Audit-Related Fees All Other Fees
- -------------------------------------------------------------------------------------------------------------
Fiscal Year Ended Audit Fees1 Fund DeIM-Related Fund DeIM-Related Fund DeIM-Related
- -------------------------------------------------------------------------------------------------------------
December 31, 2002 $86,000 $10,200 $97,000 $1,361 $399,300 $0 $17,168,050
- -------------------------------------------------------------------------------------------------------------
December 31, 2003 $91,000 $10,700 $162,000 $1,237 $538,457 $0 $3,815,700
- -------------------------------------------------------------------------------------------------------------
- -------------------
^1 The aggregate audit fees billed by PricewaterhouseCoopers to all funds
registered under the 1940 Act and managed by DeIM-related entities for each
of the Fund's last two fiscal years were $4,423,000 for the fiscal year
ended December 31, 2002 and $5,036,000 for the fiscal year ended December
31, 2003.
The fees disclosed in the table above under the caption "Audit Fees" are the
aggregate fees billed for each of the last two fiscal years for professional
services rendered for the audits of the Fund's annual and semi-annual financial
statements and review of financial statements included in the registrant's N-CSR
for services that are normally provided by the independent registered public
accounting firm in connection with statutory and regulatory filings or
engagements for those fiscal years. The fees disclosed under the caption
"Audit-Related Fees" are the aggregate fees billed in each of the last two
fiscal years for assurance and related services that are reasonably related to
the performance of the audit or review of the Fund's financial statements and
are not reported under "Audit Fees." "Tax Fees" are the aggregate fees billed in
each of the last two fiscal years for professional services rendered for tax
compliance and tax return preparation. "All Other Fees" are the aggregate fees
billed in each of the last two fiscal years for products and services provided,
other than the services described above. "All Other Fees" were billed for
services in connection with risk management, tax services and process
improvement/integration initiatives for DeIM and other related entities that
provide support for the operations of the Fund. "DeIM-Related Fees" includes
fees billed for services, if any, in each of the last two fiscal years to DeIM
and all entities controlling, controlled by, or under common control with DeIM
that provide ongoing services to the Fund. Pre-approval has not been waived in
respect of services described under "Audit-Related Fees," "Tax Fees" and "All
Other Fees" since the pre-approval procedures were adopted by the Audit
Committee.
10
The aggregate non-audit fees billed by PricewaterhouseCoopers LLP to the Fund,
DeIM and entities controlling, controlled by or under common control with DeIM
that provide services to the Fund for each of the Fund's last two fiscal years
were $17,168,050 for the fiscal year ended December 31, 2002 and $3,815,700 for
the fiscal year ended December 31, 2003. 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 ongoing 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, 2003 included in the Fund's Annual Report for the year ended
December 31, 2003 (the "Annual Report"), at a meeting held on February 18, 2004,
the Audit Committee considered and discussed the audited financial statements
with management and the independent registered public accounting firm, and
discussed the audit of such financial statements with the independent registered
public accounting firm.
The Audit Committee also discussed with the independent registered public
accounting firm the matters required to be discussed by Statement On Auditing
Standards No. 61 (Communications with Audit Committees). The independent
registered public accounting firm 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 registered public accounting
firm 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 registered public
accounting firm. 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 the standards of the Public Company Accounting Oversight Board (United
States) or that the financial statements are presented in accordance with
accounting principles generally accepted in the United States of America.
11
Based on its consideration of the audited financial statements and the
discussions referred to above with management and the independent registered
public accounting firm 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.
Committee on Independent Directors
The Committee on Independent Directors consists of the Independent Directors.
The members of the Committee on Independent Directors are independent, as
independence is defined in the listing standards of the New York Stock Exchange,
Inc. The Committee met once during the year ended December 31, 2003.
The primary purposes and responsibilities of the Committee are (i) to identify
individuals qualified to become members of the Board in the event that a
position is vacated or created; (ii) to recommend for the Board's selection the
Director nominees for the next annual meeting of stockholders; (iii) to set any
necessary standards or qualifications for service on the Board; (iv) to review
and evaluate the compensation practices of the Independent Directors and to
recommend any changes thereto to the Board; (v) to determine the policies
governing retirement of all Independent Directors; (vi) to perform periodic
evaluations of the effectiveness of the Independent Directors; and (vii) to
consider such other matters of special relevance to the Independent Directors.
The Committee met on April 7, 2004 to recommend the nominees for Independent
Directors presented in this proxy statement.
The Committee on May 10, 2004 met to recommend successors to fill vacancies that
would be created when Richard Hale, in connection with his forthcoming
retirement from the Investment Manager, submitted his resignation as a Class I
Director and Chairman of the Board of the Fund. To fill these vacancies, at the
recommendation of the Committee, the Board elected Mr. Callander, the Chairman
of the Committee on Independent Directors, as Chairman of the Board. The Board
believes that its election of an Independent Director as Chairman reaffirms the
Board's long-standing commitment to strong, independent oversight of the Fund's
operations, and to progressive governance practices that seek to protect and
serve the interests of all Fund stockholders. At the Committee's recommendation,
the Board also appointed Mr. Esposito as a director in Class I and as Vice
Chairman of the Board.
The Committee requires that Director candidates have a college degree or
equivalent business experience. The Committee may take into account a wide
variety of factors in considering Director candidates, including (but not
limited to): (i) availability and commitment of a candidate to attend meetings
and perform his or her responsibilities on the Board, (ii) relevant industry and
related experience, (iii) educational background, (iv) financial expertise, (v)
an assessment of the candidate's ability, judgment and expertise and (vi)
overall diversity of the Board's composition.
12
The Board of Directors has adopted a written charter for the Committee on
Independent Directors, which is attached to this Proxy Statement as Appendix B.
The charter is not available on the fund's website.
The Committee will consider and evaluate nominee candidates properly submitted
by stockholders on the same basis as it considers and evaluates candidates
recommended by other sources. Appendix A to the charter (which is part of
Appendix B hereto), as it may be amended from time to time by the Committee,
sets forth procedures that must be followed by stockholder to properly submit a
nominee candidate to the Committee. Recommendations not properly submitted in
accordance with Appendix A will not be considered by the Committee. In order to
be considered by the Committee for the 2005 annual meeting, submission should be
made by May 6, 2005.
Executive Committee
The Executive Committee is empowered, and the Directors have delegated to such
Committee, all of the powers of the Directors that are not otherwise delegated
and that may lawfully be exercised by an executive committee. The Executive
Committee is authorized to act when the full Board of Directors is not in
session. Messrs. Callander, Esposito and Froewiss are members of the Executive
Committee. The Executive Committee did not meet during the year ended December
31, 2003.
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. Callander, Esposito and
Froewiss are the members of the Valuation Committee, with Mr. Luers as an
alternate. The Valuation Committee met once during the year ended December 31,
2003.
Stockholder Communications with Directors
The Fund has established procedures for stockholders to send communications to
the Board of Directors. Communications should be sent in writing to the Board of
Directors of Scudder New Asia Fund, Inc., c/o John Millette, Secretary to the
Fund, 345 Park Avenue, New York, New York 10154. The Secretary of the Fund then
will promptly forward copies of all written correspondence to the Directors.
13
Executive Officers
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
- -----------------------------------------------------------------------------------------------------------
Julian F. Sluyters (44) President and Chief Executive Officer; Managing 2004
Director, Deutsche Asset Management (since May 2004);
President and Chief Executive Officer of The Brazil
Fund, Inc., Scudder Global High Income Fund, Inc. and
Montgomery Street Income Securities, Inc. (since May
2004); Chief Executive Officer of 203 Scudder Funds
(since June 2004); President and Chief Executive
Officer, UBS Fund Services (2001-2003); Chief
Administrative Officer (1998-2001) and Senior Vice
President and Director of Mutual Fund Operations
(1991-1998) UBS Global Asset Management.
Kate Sullivan D'Eramo (47) Assistant Treasurer; Director of Deutsche Asset 2003
Management.
Terrence Gray (34) Vice President; Vice President of Deutsche Asset 2002
Management.
Kevin M. Gay (44) Assistant Treasurer; Vice President of Deutsche Asset 2004
Management (since 2002); prior thereto, a Vice President
and Director of PFPC, Inc. or its predecessor
organization (1994-2002).
John Millette (42) Vice President and Secretary; Director of Deutsche Asset 1999
Management.
Caroline Pearson (42) Assistant Secretary; Managing Director of Deutsche Asset 1998
Management.
Charles A. Rizzo (47) Treasurer and Chief Financial Officer; Managing Director 2002
(since 2004) and Director (2000-2004) of Deutsche Asset
Management; 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 (43) Vice President and Assistant Secretary; Director (since 2002
2002) and Vice President (2000-2002) of Deutsche Asset
Management; prior thereto, partner with the law firm of
Freedman, Levy, Kroll & Simonds (1994-1999).
Salvatore Schiavone (38) Assistant Treasurer; Director of Deutsche Asset 2003
Management.
- -----------------------------------------------------------------------------------------------------------
^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. Esposito, Gray, Millette, Rizzo, Rosenblum and Schiavone and
Mses. D'Eramo and Pearson own securities of Deutsche Bank A.G.
^2 The President, Treasurer and Secretary each holds office until the next
annual meeting of the Board of Directors and until his successor has
been duly elected and qualified, and all other officers hold office in
accordance with the bylaws of the Fund.
14
Transactions with and Remuneration of Directors and Officers
The aggregate direct remuneration incurred by the Fund for payment to
Independent Directors was $122,653, including expenses, for the year ended
December 31, 2003. Each such Independent Director currently receives fees, paid
by the Fund, of $750 per Directors' meeting attended and an annual Director's
fee of $6,000, except the Chairman of the Board (currently Mr. Callander), who
receives an annual fee of $18,000 effective May 10, 2004. Prior to May 10, 2004,
Mr. Callander received an annual Director's fee of $6,000 plus an additional
$2,500 annual fee for having served as Lead Independent Director of the
Independent Directors. The Chairman of the Audit Committee (currently Mr.
Froewiss) receives an additional $2,500 annual fee for serving in that capacity.
Each Independent 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 40),
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, 2003
- ------------------------------------------------------------------------------------------------------------
(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, $16,250 N/A N/A $64,250 $3,000*
Director (4 funds)
Kenneth C. Froewiss, $16,250 N/A N/A $65,750 $3,000*
Director (4 funds)
William H. Luers, $13,750 N/A N/A $55,750 $3,000*
Director (4 funds)
Ronald A. da Frota Nogueira, $13,750 N/A N/A $61,750 $3,000*
Director (4 funds)
Susan Kaufman Purcell, $13,750 N/A N/A $53,500 $3,000*
Director (4 funds)
Kesop Yun, $13,750 N/A N/A $54,250 $3,000*
Director (4 funds)
- ------------------------------------------------------------------------------------------------------------
* DeIM paid the fees of Independent Directors for attendance at a meeting to
discuss and approve the delegation of certain fund accounting and related
services to State Street Bank and Trust Company.
Required Vote
Election of each of the listed nominees for Director requires the affirmative
vote of the holders of a majority of the shares present in person or by proxy
and entitled to vote thereon. Your Fund's Directors recommend that stockholders
vote for of each of the listed nominees.
16
The 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 Investment Manager is
also responsible for selecting brokers and dealers and for negotiating brokerage
commissions and dealer charges. The Investment Manager also provides certain
administrative services to the Fund.
Deutsche Asset Management is the marketing name in the U.S. for the asset
management activities of Deutsche Bank AG, DeIM, Deutsche Asset Management Inc.,
Deutsche Asset Management Investment Services Ltd., Deutsche Bank Trust Company
Americas and Scudder Trust Company. 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, and the Investment Manager changed its name to Deutsche Investment
Management Americas Inc.
DeIM is a Delaware corporation. Evelyn Tresset, 280 Park Avenue, New York, NY
10017, is a Director and Chief Operating Officer; William N. Shiebler, 280 Park
Avenue, New York, NY 10017, is a Director, President and Chief Executive
Officer; Jeffrey S. Wallace, 280 Park Avenue, New York, NY 10017, is a Director,
Chief Financial Officer and Treasurer; A. Thomas Smith, 1251 Avenue of the
Americas, New York, NY 10020, is Secretary and Chief Legal Officer; Stephen R.
Burke and Thomas F. Eggers, each of 1325 Avenue of the Americas, New York, NY
10019, Leo P. Grohowski, 345 Park Avenue, New York, NY 10154 and Gloria S.
Nelund, 300 South Grand Avenue, Los Angeles, CA 90071, each is an Executive Vice
President; and Philip W. Gallo, 1251 Avenue of the Americas, New York, NY 10020,
is the Chief Compliance Officer.
17
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 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 Non-Executive Director
Peng-Wah Choy Chief Executive Officer and Director
Chiong-Tuck Phoon Chief Investment Officer [and Director]
Peter N. S. Hanbury Director
Jennifer Davies Director [of Legal and Compliance]
Sui-Yin NG Head of Operations
Wee-Peng Chin Head of Finance
Diane Seymour-Williams Non-Executive Director
- --------------------------------------------------------------------------------
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 discretion.
18
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 $9,500 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 or electronically transmitted instructions from
stockholders of the Fund. If proxies are obtained telephonically, they will be
recorded in accordance with procedures that are consistent with applicable law
and that the Fund believes 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. Should stockholders require additional
information regarding the proxy or a replacement proxy card, they may contact
Georgeson toll-free at 1-866-865-4470. Any proxy given by a stockholder is
revocable until voted at a meeting. See "Proxy Statement -- General."
In the event that sufficient votes in favor of any proposal set forth in the
Notice of this Meeting are not received by October 6, 2004, 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 votes cast on the matter 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.
19
Stockholder Proposals
Stockholders wishing to submit proposals for inclusion in a proxy statement for
the 2005 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 May 6, 2005. The
timely submission of a proposal does not guarantee its inclusion.
For nominations of candidates for election as Directors (other than nominations
made by or at the recommendation of the Directors) or other business to be
properly brought before the annual meeting by a stockholder, the stockholder
must comply with the Fund's bylaws, which, among other things, require that the
stockholders must give timely notice thereof in writing to the Secretary of the
Fund, the stockholder must be a stockholder of record, and the notice must
contain the information about the nomination or other business that is required
by the Fund's bylaws. 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.
By order of the Board of Directors,
/s/John Millette
John Millette
Secretary
345 Park Avenue
New York, New York 10154
September 3, 2004
20
APPENDIX A
SCUDDER NEW ASIA FUND, INC.
AUDIT COMMITTEE CHARTER
ADOPTED APRIL 7, 2004
This document constitutes the Charter of the Audit Committee (the "Committee")
of the Board of Directors of Scudder New Asia Fund, Inc. (the "Fund"). The Board
of Directors of the Fund (the "Board") established the Committee to provide
oversight with respect to the Fund's 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 Fund, who do not directly or indirectly receive
consulting, advisory or other compensatory fees from the Fund or from the
Fund's investment adviser or its affiliates, except fees from the Fund for
services as a Director, and who satisfy any independence or expertise
requirements of the exchange(s) on which the Fund's 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 Fund's accounting and financial reporting policies and
practices, the Fund's 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 Fund's financial
statements and the independent audit thereof;
(c) To exercise direct responsibility for the appointment, compensation,
retention and oversight of the work performed by the Fund's independent
auditors for the purpose of preparing or issuing an audit report or
performing other audit, review or attest services for the Fund;
(d) To act as a liaison between the Fund's independent auditors and the
Board; (e) To oversee the Fund's compliance with legal and regulatory
requirements; and
(f) To prepare an audit committee report as required by Item 306 of
Regulation S-K to be included in the Fund's annual proxy statement
relating to the election of directors, or, if the Fund does not file a
proxy statement, in the Fund's annual report filed with the Securities
and Exchange Commission.
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.
21
(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 Fund, as well as to set clear hiring
policies relating to the hiring by entities within the Funds' investment
complex^1 of employees or former employees of the independent auditors;
(b) To consider whether the provision of non-audit services rendered by the
independent auditors to the Fund and the Fund's investment adviser and
its affiliates, or any other circumstances which may arise, impair the
independence of independent auditors;
(c) To: (i) at least annually, obtain and review a report by the independent
auditor describing: the firm's internal quality-control procedures; any
material issues raised by the most recent internal quality-control
review, or peer review, of the firm, or by any inquiry or investigation
by governmental or professional authorities, within the preceding five
years, respecting one or more independent audits carried out by the
firm, and any steps taken to deal with any such issues; and (to assess
the auditor's independence) all relationships between the independent
auditor and the Fund; (ii) discuss the annual audited financial
statements and any interim financial statements with management and the
independent auditor, including the Fund's disclosures under "Portfolio
Management Review;" and (iii) discuss policies with respect to risk
assessment and risk management;
(d) To meet with the Fund's independent auditors, including private meetings
as necessary or appropriate: (i) to review the arrangements for and
scope of the Fund's annual audit and any special audits; (ii) to discuss
any matters of concern relating to the Fund's financial statements,
including any adjustments to such statements recommended by the
auditors, regulatory and tax compliance matters considered in the
preparation of the financial statements, or other results of said
audit(s); (iii) to consider the auditors' comments with respect to the
Fund's financial policies and procedures, 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 stockholders; 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;
- -------------------
^1 "Investment company complex" includes:
- the Fund and its investment adviser or sponsor;
- any entity controlling, controlled by or under common control with the
investment adviser or sponsor, if the entity (i) is an investment adviser
or sponsor or (ii) is engaged in the business of providing administrative,
custodian, underwriting or transfer agent services to any investment
company, investment adviser or sponsor; and
- any investment company, hedge fund or unregistered fund that has an
investment adviser included in the definition set forth in either of the
sections above.
22
(e) To meet regularly with the Fund's chief financial and accounting
officers, the Fund's Treasurer and the Fund's 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 Fund;
(f) To review such other matters or information that the Committee believes
may be relevant to the auditors, the audit engagement, or the Fund's
financial policies and procedures, internal accounting controls or
disclosure controls and procedures;
(g) To establish procedures for the receipt, retention and treatment of
complaints that the Fund receives 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 Fund, including without limitation questionable accounting or
auditing matters;
(h) 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 Fund, and (ii) non-audit services to the
Fund's investment advisers (or any entity controlling, controlled by or
under common control with a Fund investment adviser that provides
ongoing services to the Fund) that relate directly to the Fund's
operations and financial reporting;
(i) 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 Fund's investment
advisers (and their affiliates); and
(j) 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 Fund's 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.
23
APPENDIX B
SCUDDER NEW ASIA FUND, INC.
COMMITTEE ON INDEPENDENT DIRECTORS
ADOPTED APRIL 7, 2004
This document constitutes the Charter of the Committee on Independent Directors
(the "Committee") of the Board of Directors of Scudder New Asia Fund, Inc. (the
"Fund"). The Board of Directors of the Fund (the "Board") has adopted this
Charter to govern the activities of the Committee.
(1) Statement of Purposes and Responsibilities. The primary purposes and
responsibilities of the Committee are: (i) to identify individuals
qualified to become members of the Board in the event that a position is
vacated or created; (ii) to recommend for the Board's selection the
Director nominees for the next annual meeting of stockholders if any is to
be held; (iii) to set any necessary standards or qualifications for service
on the Board; (iv) to review and evaluate the compensation practices of the
Directors who are not "interested persons" of the Fund, as defined in
Section 2(a)(19) of the Investment Company Act of 1940, as amended
("Independent Directors"), and to recommend any changes thereto to the
Board; (v) to determine the policies governing retirement of all
Independent Directors; (vi) to perform periodic evaluations of the
effectiveness of the Independent Directors; and (vii) to consider such
other matters of special relevance to Independent Directors.
(2) Organization and Governance. The Committee shall be comprised of all of the
Independent Directors and shall not include any members who are not
Independent Directors.
A member of the Committee may be designated by the Board as the Committee's
chair (the "Lead Independent Director"). The Committee may delegate any portion
of its authority or responsibilities to a sub-committee of one or more members.
The Committee will not have regularly scheduled meetings. Committee meetings
shall be held as and when the Committee or the Board determines necessary or
appropriate in accordance with the Fund's By-Laws. The Chair of the Board, the
Lead Independent Director or a majority of the members of the Committee are
authorized to call a meeting of the Committee and send notice thereof.
A majority of the members of the Committee shall constitute a quorum for the
transaction of business at any meeting of the Committee. The action of a
majority of the members of the Committee present at a meeting at which a quorum
is present shall be the action of the Committee. The Committee may also take
action by written consent of a majority of the Committee members. The Committee
may meet by means of a telephone conference circuit or similar communications
equipment by means of which all persons participating in the meeting can hear
each other.
24
(3) Qualifications for Director Nominees. The Committee requires that Director
candidates have a college degree or equivalent business experience. The
Committee may take into account a wide variety of factors in considering
Director candidates, including (but not limited to): (i) availability and
commitment of a candidate to attend meetings and perform his or her
responsibilities on the Board, (ii) relevant industry and related
experience, (iii) educational background, (iv) financial expertise, (v) an
assessment of the candidate's ability, judgment and expertise and (v)
overall diversity of the Board's composition.
(4) Identification of Nominees. In identifying potential nominees for the
Board, the Committee may consider candidates recommended by one or more of
the following sources: (i) the Fund's current Directors, (ii) the Fund's
officers, (ii) the Fund's investment adviser(s), (iv) the Fund's
stockholders (see below) and (v) any other source the Committee deems to be
appropriate. The Committee may, but is not required to, retain a third
party search firm at the Fund's expense to identify potential candidates.
(5) Consideration of Candidates Recommended By Stockholders. The Committee will
consider and evaluate nominee candidates properly submitted by stockholders
on the same basis as it considers and evaluates candidates recommended by
other sources. Appendix A to this Charter, as it may be amended from time
to time by the Committee, sets forth procedures that must be followed by
stockholders to properly submit a nominee candidate to the Committee
(recommendations not properly submitted in accordance with Appendix A will
not be considered by the Committee).
25
APPENDIX A TO COMMITTEE ON INDEPENDENT DIRECTORS CHARTER
PROCEDURES FOR STOCKHOLDERS TO SUBMIT NOMINEE CANDIDATES
ADOPTED APRIL 7, 2004
A Fund stockholder must follow the following procedures in order to properly
submit a nominee recommendation for the Committee's consideration.
(1) The stockholder must submit any such recommendation (a "Stockholder
Recommendation") in writing to the relevant Fund, to the attention of the
Secretary, at the address of the principal executive offices of the Fund.
(2) The Stockholder Recommendation must be delivered to, or mailed by certified
mail, return receipt requested to and received at, the principal executive
offices of the Fund at least 120 calendar days before the anniversary of
the date on which the Fund's proxy statement was released to stockholders
in connection with the previous year's annual meeting.
(3) The Stockholder Recommendation must include:
(a) a statement in writing setting forth (i) the name, age, date of birth,
business address, residence address, principal occupation or
employment, and nationality of the person recommended by the
stockholder (the "candidate"); (ii) the class or series and number of
all shares of the Fund owned of record or beneficially by the
candidate, as reported to such stockholder by the candidate; (iii) any
other information regarding the candidate called for with respect to
director nominees by paragraphs (a), (d), (e) and (f) of Item 401 of
Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 (Schedule
14A) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), adopted by the Securities and Exchange Commission (or
the corresponding provisions of any regulation or rule subsequently
adopted by the Securities and Exchange Commission or any successor
agency applicable to the Fund); (iv) any other information regarding
the candidate that would be required to be disclosed if the candidate
were a nominee in a proxy statement or other filing required to be
made in connection with solicitation of proxies for election of
directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder; and (v) whether the recommending
stockholder believes that the candidate is or will be an "interested
person" of the Fund (as defined in the Investment Company Act of 1940,
as amended) and, if not an "interested person," information regarding
the candidate that will be sufficient for the Fund to make such
determination;
26
(b) the written and signed consent of the candidate to be named as a
nominee and to serve as a Director if elected;
(c) the recommending stockholder's name and address as they appear on the
Fund's books;
(d) the class or series and number of all shares of the Fund owned
beneficially and of record by the recommending stockholder; and
(e) a description of all arrangements or understandings between the
recommending stockholder and the candidate and any other person or
persons (including their names) pursuant to which the recommendation
is being made by the recommending stockholder. In addition, the
Committee may require the candidate to furnish such other information
as it may reasonably require or deem necessary to determine the
eligibility of such candidate to serve on the Board.
27
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* Please fold and detach card at perforation before mailing. *
- --------------------------------------------------------------------------------
PROXY SCUDDER NEW ASIA FUND, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Stockholders -- October 6, 2004
The undersigned hereby appoints Bruce Rosenblum, John Millette and Caroline
Pearson and each of them, the proxies of the undersigned, with the power of
substitution to each of them, to vote all shares of Scudder New Asia Fund, Inc.
which the undersigned is entitled to vote at the Annual Meeting of Stockholders
of Scudder New Asia Fund, Inc. to be held at the offices of Deutsche Investment
Management Americas Inc., part of Deutsche Asset Management, 29th Floor, East
Side, 280 Park Avenue (at 48th - 49th Streets), New York, New York 10017, on
Wednesday, October 6, 2004 at 10:00 a.m., Eastern time, and at any adjournment
or postponement thereof.
The undersigned acknowledges receipt of the Notice of Annual Meeting of
Stockholders and accompanying Proxy Statement and revokes any proxy previously
given with respect to the meeting.
(continued on other side)
Instructions for Voting Your Proxy
Scudder New Asia Fund offers shareholders 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 Available only until 4:00 p.m. EST October 5, 2004.
- ---------
o Call TOLL-FREE: 1-800-850-5356, on any touch-tone telephone to authorize
voting of your shares.You may call 24 hours a day, 7 days a week.You will be
prompted to follow simple instructions.
o Your vote instructions will be confirmed and shares voted as you directed.
- ---------------
INTERNET VOTING Available only until 4:00 p.m. EST on October 5, 2004.
- ---------------
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
-------------- --------------
* Please fold and detach card at perforation before mailing. *
- --------------------------------------------------------------------------------
To vote, mark blocks below in
blue or black ink as follows: / X /
Unless otherwise specified in the squares provided, the undersigned's vote will
be cast FOR the item listed below.
The election of two Directors:
Nominees: Class I: Kenneth C. Froewiss and Susan Kaufman Purcell. FOR all nominees listed WITHHOLD AUTHORITY
at left (except as marked to vote for all nominees
(INSTRUCTION: To withhold authority to vote for any individual nominee, write to the contrary at left) listed at left
that nominee's name on the space provided below.)
_____ _____
- -------------------------------------------------------------------------------- /____/ /____/
The Proxies are authorized to vote in their discretion on any other business
which may properly come before the meeting and any adjournments thereof.
Please sign exactly as your name or names appear. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title as
such.
-----------------------------------------------
(Signature of Stockholder)
-----------------------------------------------
(Signature of joint owner, if any)
Date _______________________________________, 2004
PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. NO POSTAGE IS
REQUIRED.