-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Uwczdop3+Qus/y2iYt7rkcOMuEna15ruzcShLkBE3AnEMGpgU7dE1wuvayblTg7K UCzRMbymkkWRIxvDjAMtig== 0000088053-98-000750.txt : 19980819 0000088053-98-000750.hdr.sgml : 19980819 ACCESSION NUMBER: 0000088053-98-000750 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980821 FILED AS OF DATE: 19980818 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCUDDER NEW ASIA FUND INC CENTRAL INDEX KEY: 0000798738 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133410777 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 811-04789 FILM NUMBER: 98693344 BUSINESS ADDRESS: STREET 1: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 2123266200 FORMER COMPANY: FORMER CONFORMED NAME: JAPAN ASIA SPECIAL FUND INC DATE OF NAME CHANGE: 19870518 DEF 14A 1 DEFINITIVE PROXY - SCUDDER NEW ASIA FUND, INC. [LOGO] 345 Park Avenue (at 51st Street) New York, New York 10154 (800) 349-4281 Scudder New Asia Fund, Inc. August 21, 1998 To the Stockholders: The Annual Meeting of Stockholders of Scudder New Asia Fund, Inc. (the "Fund") is to be held at 8:30 a.m., Eastern time, on Wednesday, October 28, 1998, at the offices of Scudder Kemper Investments, Inc., 25th Floor, 345 Park Avenue (at 51st Street), New York, New York 10154. Stockholders who are unable to attend this meeting are strongly encouraged to vote by proxy, which is customary in corporate meetings of this kind. A Proxy Statement regarding the meeting, a proxy card for your vote at the meeting and an envelope--postage prepaid--in which to return your proxy card are enclosed. At the Annual Meeting, the stockholders will elect four Directors and consider the ratification of the selection of PricewaterhouseCoopers LLP as the Fund's independent accountants. In addition, the stockholders present will hear a report on the Fund. There will be an opportunity to discuss matters of interest to you as a stockholder. Your Fund's Directors recommend that you vote in favor of each of the foregoing matters. Respectfully, /s/Nicholas Bratt /s/Daniel Pierce Nicholas Bratt Daniel Pierce President Chairman of the Board STOCKHOLDERS ARE URGED TO SIGN THE PROXY CARD AND MAIL IT IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE SO AS TO ENSURE A QUORUM AT THE MEETING. THIS IS IMPORTANT WHETHER YOU OWN FEW OR MANY SHARES. SCUDDER NEW ASIA FUND, INC. Notice of Annual Meeting of Stockholders To the Stockholders of Scudder New Asia Fund, Inc.: Please take notice that the Annual Meeting of Stockholders of Scudder New Asia Fund, Inc. (the "Fund") has been called to be held at the offices of Scudder Kemper Investments, Inc., 25th Floor, 345 Park Avenue (at 51st Street), New York, New York 10154, on Wednesday, October 28, 1998 at 8:30 a.m., Eastern time, for the following purposes: (1) To elect three Directors of the Fund to hold office for a term of three years and one Director of the Fund to hold office for a term of one year or until their respective successors shall have been duly elected and qualified. (2) To ratify or reject the action of the Board of Directors in selecting PricewaterhouseCoopers LLP as independent accountants for the fiscal year ending December 31, 1998. The appointed proxies will vote on any other business as may properly come before the meeting or any adjournments thereof. Holders of record of the shares of common stock of the Fund at the close of business on August 14, 1998 are entitled to vote at the meeting and any adjournments thereof. By order of the Board of Directors, Thomas F. McDonough, Secretary August 21, 1998 - -------------------------------------------------------------------------------- IMPORTANT--We urge you to sign and date the enclosed proxy card and return it in the enclosed addressed envelope which requires no postage and is intended for your convenience. Your prompt return of the enclosed proxy card may save the Fund the necessity and expense of further solicitations to ensure a quorum at the Annual Meeting. If you can attend the meeting and wish to vote your shares in person at that time, you will be able to do so. - -------------------------------------------------------------------------------- PROXY STATEMENT GENERAL This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Scudder New Asia Fund, Inc. (the "Fund") for use at the Annual Meeting of Stockholders, to be held at the offices of Scudder Kemper Investments, Inc. ("Scudder Kemper"), 25th Floor, 345 Park Avenue (at 51st Street), New York, New York 10154, on Wednesday, October 28, 1998 at 8:30 a.m., Eastern time, and at any adjournments thereof (collectively, the "Meeting"). This Proxy Statement, the Notice of Annual Meeting and the proxy card are first being mailed to stockholders on or about August 21, 1998 or as soon as practicable thereafter. Any stockholder giving a proxy has the power to revoke it by mail (addressed to the Secretary at the principal executive office of the Fund, 345 Park Avenue, New York, New York 10154) or in person at the Meeting, by executing a superseding proxy or by submitting a notice of revocation to the Fund. All properly executed proxies received in time for the Meeting will be voted as specified in the proxy or, if no specification is made, for each proposal referred to in the Proxy Statement. The presence at any stockholders' meeting, in person or by proxy, of stockholders entitled to cast a majority of the votes entitled to be cast shall be necessary and sufficient to constitute a quorum for the transaction of business. For purposes of determining the presence of a quorum for transacting business at the Meeting, abstentions and broker "non-votes" will be treated as shares that are present but which have not been voted. Broker non-votes are proxies received by the Fund from brokers or nominees when the broker or nominee has neither received instructions from the beneficial owner or other persons entitled to vote nor has discretionary power to vote on a particular matter. Accordingly, stockholders are urged to forward their voting instructions promptly. Abstentions and broker non-votes will not be counted in favor of, but will have no other effect on, the vote for proposals (1) and (2) which require the approval of a majority of shares voting at the Meeting. Holders of record of the common stock of the Fund at the close of business on August 14, 1998 (the "Record Date") will be entitled to one vote per share on all business of the Meeting and any adjournments. There were 8,804,755 shares of common stock outstanding on the Record Date. The Fund provides periodic reports to all stockholders which highlight relevant information, including investment results and a review of portfolio changes. You may receive an additional copy of the annual report for the fiscal year ended December 31, 1997 and a copy of the semiannual report for the six-month period ended June 30, 1998, without charge, by calling 800-349-4281 or writing the Fund at 345 Park Avenue, New York, New York 10154. (1) ELECTION OF DIRECTORS Persons named on the accompanying proxy card intend, in the absence of contrary instructions, to vote all proxies in favor of the election of the four nominees listed below as Directors of the Fund (Class I and II) to serve for a term of three years (one year in the case of Mr. Luers), or until their successors are duly elected and qualified. All nominees have consented to stand for election and to serve if elected. If any such nominee should be unable to serve, an event not now anticipated, the proxies will be voted for such person, if any, as shall be designated by the Board of Directors to replace any such nominee. 1 Information Concerning Nominees The following table sets forth certain information concerning each of the four nominees as a Director of the Fund. Each of the nominees is now a Director of the Fund with the exception of Ms. Bolton and Mr. Luers. Unless otherwise noted, each of the nominees has engaged in the principal occupation listed in the following table for more than five years, but not necessarily in the same capacity. For election of Directors at the Meeting, the Board of Directors has approved the nomination of the individuals listed below. Class I - Nominees to serve until 2001 Annual Meeting of Stockholders:
Shares Present Office with the Fund, if Beneficially any; Principal Occupation or Year First Owned Percent Employment and Directorships Became a June 30, of Name (Age) in Publicly Held Companies Director 1998 (1) Class - ---------- -------------------------- -------- -------- ----- Daniel Pierce (64)*+ Chairman of the Board; Managing 1991 24,288 (2) .27% Director of Scudder Kemper Investments, Inc.; and Director, Fiduciary Trust Company (bank and trust company) and Fiduciary Company Incorporated (bank and trust company). Mr. Pierce serves on the boards of certain other funds managed by Scudder Kemper. Paul Bancroft III (68) Venture Capitalist and 1986 2,000 less than Consultant; Retired President, 1/4 of 1% Chief Executive Officer and Director, Bessemer Securities Corp. (private investment company); Director, Western Atlas, Inc. (diversified oil services and industrial automation company); and former Director, Albany International, Inc. (paper machine belt manufacturer) and Measurex Corporation (process control systems company). Mr. Bancroft serves on the boards of certain other funds managed by Scudder Kemper. Sheryle J. Bolton (52) Chief Executive Officer, ____ ______ __ Scientific Learning Corporation; and President and Chief Operating Officer, Physicians' Online, Inc. (electronic transmission of clinical information for physicians) (1994-95). Ms. Bolton serves on the boards of certain other funds managed by Scudder Kemper.
2 Class II - Nominee to serve until 1999 Annual Meeting of Stockholders:
Shares Present Office with the Fund, if Beneficially any; Principal Occupation or Year First Owned Percent Employment and Directorships Became a June 30, of Name (Age) in Publicly Held Companies Director 1998 (1) Class - ---------- -------------------------- -------- -------- ----- William H. Luers (69) President, The Metropolitan ____ ______ __ Museum of Art; Director, IDEX Corporation (liquid handling equipment manufacturer), Wickes Lumber Company (building materials), StoryFirst Communications, Inc. (owns television and radio stations in Russia and Ukraine), Transco Energy Company (natural gas transmission company) (until 1995) and The Discount Corporation of New York (bond trading) (until 1993). Mr. Luers serves on the boards of certain other funds managed by Scudder Kemper.
Information Concerning Continuing Directors The Board of Directors is divided into three classes, each Director serving for a term of three years. The terms of Class II and III Directors do not expire this year. Mr. Luers, if elected, will be designated as a Class II Director. The following table sets forth certain information regarding the Directors in such classes. Unless otherwise noted, each Director has engaged in the principal occupation listed in the following table for more than five years, but not necessarily in the same capacity. Class II - Directors serving until 1999 Annual Meeting of Stockholders:
Shares Present Office with the Fund, if Beneficially any; Principal Occupation or Year First Owned Percent Employment and Directorships Became a June 30, of Name (Age) in Publicly Held Companies Director 1998 (1) Class - ---------- -------------------------- -------- -------- ----- Wilson Nole (71) Consultant; Trustee, Cultural 1986 17,303 less than Institutions Retirement Fund, 1/4 of 1% Inc., New York Botanical Garden, and Skowhegan School of Painting & Sculpture; and Director, Ecohealth, Inc. (biotechnology company) (until 1996), and Chattem, Inc. (drug and chemical company) (until 1993). Mr. Nolen serves on the boards of certain other funds managed by Scudder Kemper. Hugh T. Patrick R.D. Calkins Professor of 1993 1,669 less than International Business, 1/4 of 1% Graduate School of Business, Columbia University; Director, Center on Japanese Economy and Business, Columbia University; Co-Director, APEC Study Center, Columbia University; and Director, Japan Society. Mr. Patrick currently serves on the board of one additional fund managed by Scudder Kemper.
3 Class III - Directors serving until 2000 Annual Meeting of Stockholders:
Shares Present Office with the Fund, if Beneficially any; Principal Occupation or Year First Owned Percent Employment and Directorships Became a June 30, of Name (Age) in Publicly Held Companies Director 1998 (1) Class - ---------- -------------------------- -------- -------- ----- Robert J. Callander (67) Director, ARAMARK Corporation 1994 500 less than (diversified service 1/4 of 1% corporation), Barnes Group, Inc. (manufacturing company) and Omnicom Group, Inc. (advertising and communications company); Member, Council on Foreign Relations; Managing Director, Metropolitan Opera Association; Trustee, Drew University; and Visiting Professor/Executive-in-Residence, Columbia Business School, Columbia University. Mr. Callander serves on the boards of certain other funds managed by Scudder Kemper. Kathryn L. Quirk (45)*+ Managing Director of Scudder 1996 413 (3) less than Kemper Investments, Inc. Ms. 1/4 of 1% Quirk serves on the boards of certain other funds managed by Scudder Kemper. All Directors and Officers as a group 65,045 (4) - --------------------------- * Persons considered by the Fund and its counsel to be "interested persons" [(which as used in this proxy statement is as defined in the Investment Company Act of 1940, as amended) (the "1940 Act")] of the Fund or of the Fund's investment manager, Scudder Kemper Investments, Inc. Mr. Pierce and Ms. Quirk are deemed to be interested persons because of their affiliation with the Fund's investment manager, Scudder Kemper Investments, Inc., or because they are Officers of the Fund or both. + Mr. Pierce and Ms. Quirk are members of the Executive Committee of the Fund. (1) The information as to beneficial ownership is based on statements furnished to the Fund by the Directors. Unless otherwise noted, beneficial ownership is based on sole voting and investment power. (2) Mr. Pierce's total includes 8,133 shares held in a fiduciary capacity. (3) Ms. Quirk's shares are owned by members of her family as to which she shares investment and voting power. (4) The total for the group includes 43,223 shares held with sole investment and voting power and 21,822 shares held with shared investment and voting power.
4 Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) of the 1940 Act, as applied to a fund, require the fund's officers, directors, investment manager, affiliates of the investment manager, and persons who beneficially own more than ten percent of a registered class of the fund's outstanding securities ("Reporting Persons"), to file reports of ownership of the fund's securities and changes in such ownership with the Securities and Exchange Commission (the "SEC") and the New York Stock Exchange. Such persons are required by SEC regulations to furnish the fund with copies of all such filings. Based solely upon its review of the copies of such forms received by it and written representations from certain Reporting Persons that no year-end reports were required for those persons, the Fund believes that during the fiscal year ended December 31, 1997, its Reporting Persons complied with all applicable filing requirements. According to filings with the SEC on Schedule 13G made in January 1998, Lowe, Brockenbrough & Tattersall Strategic Advisors, Inc., 6620 West Broad Street, Suite 300, Richmond, Virginia 23230-1720 reported beneficial ownership of 453,400 shares, or 5.2% of the Fund's outstanding shares. Except as noted above, to the best of the Fund's knowledge, as of June 30, 1998 no person owned beneficially more than 5% of the Fund's outstanding stock. Honorary Directors James W. Morley and Robert G. Stone, Jr. serve as Honorary Directors of the Fund. Honorary Directors are invited to attend all Board meetings and to participate in Board decisions, but are not entitled to vote on any matter presented to the Board. Messrs. Morley and Stone had served as Directors of the Fund since 1986. Mr. Morley retired as Director in 1993, and Mr. Stone retired as Director in 1994, in accordance with the Board of Directors' retirement policy. It is expected that William H. Gleysteen, Jr. will be appointed as an Honorary Director at the Board meeting to be held immediately following the Annual Meeting of Stockholders. Committees of the Board--Board Meetings The Board of Directors of the Fund met six times during the fiscal year ended December 31, 1997. The Board of Directors, in addition to an Executive Committee, has an Audit Committee, a Valuation Committee and a Committee on Independent Directors. The Executive and Valuation Committees consist of regular members, allowing alternates. Audit Committee The Board has an Audit Committee consisting of those Directors who are not interested persons of the Fund or of Scudder Kemper ("Noninterested Directors"), as defined in the 1940 Act, which last met on April 28, 1998. The Audit Committee reviews with management and the independent accountants for the Fund, among other things, the scope of the audit and the controls of the Fund and its agents, reviews and approves in advance the type of services to be rendered by independent accountants, recommends the selection of independent accountants for the Fund to the Board and in general considers and reports to the Board on matters regarding the Fund's accounting and bookkeeping practices. Committee on Independent Directors The Board has a Committee on Independent Directors consisting of the Noninterested Directors. The Committee is charged with the duty of making all nominations for Noninterested Directors and 5 consideration of other related matters. Stockholders' recommendations as to nominees received by management are referred to the Committee for its consideration and action. The Committee last met on April 28, 1998 to consider and to nominate the nominees set forth above. Executive Officers In addition to Mr. Pierce and Ms. Quirk, Directors who are also Officers of the Fund, the following persons are Executive Officers of the Fund:
Year Firs Present Office with the Fund; Became an Name (Age) Principal Occupation or Employment (1) Office (2) ---------- -------------------------------------- --------- Elizabeth J. Allan (45) Vice President; Senior Vice President of Scudder Kemper 1989 Investments, Inc. Nicholas Bratt (50) President; Managing Director of Scudder Kemper 1984 Investments, Inc. James DiBiase (38) Assistant Treasurer; Senior Vice President of Scudder 1998 Kemper Investments, Inc. Bruce H. Goldfarb (33) Vice President and Assistant Secretary; Senior Vice 1997 President of Scudder Kemper Investments, Inc. since February 1997; previously practiced law with the law firm of Cravath, Swaine & Moore. Theresa Gusman (38) Vice President; Senior Vice President of Scudder Kemper 1996 Investments, Inc. since 1995; previously a Vice President, Arnhold and S. Bleichroeder. Judith A. Hannaway (43) Vice President; Vice President of Scudder Kemper 1997 Investments, Inc. since February 1995; previously a Senior Vice President in the Investment Banking Group of Kidder Peabody & Company. Jerard K. Hartman (65) Vice President; Managing Director of Scudder Kemper 1986 Investments, Inc. John R. Hebble (40) Treasurer; Senior Vice President of Scudder Kemper 1998 Investments, Inc. Thomas F. McDonough (51) Vice President and Secretary; Senior Vice President of 1986 Scudder Kemper Investments, Inc. Caroline Pearson (36) Assistant Secretary; Senior Vice President of Scudder 1998 Kemper Investments, Inc. since September 1997; previously practiced law with the law firm of Dechert Price & Rhoads.
(1) Unless otherwise stated, all Executive Officers have been associated with Scudder Kemper for more than five years, although not necessarily in the same capacity. (2) The President, Treasurer and Secretary each hold office until his successor has been duly elected and qualified, and all other officers hold office in accordance with the By-Laws of the Fund. Transactions with and Remuneration of Directors and Officers The aggregate direct remuneration by the Fund of Directors not affiliated with Scudder Kemper was $90,218, including expenses, for the fiscal year ended December 31, 1997. Each such unaffiliated Director currently receives fees paid by the Fund of $750 per Directors' meeting attended and an annual Director's fee of $6,000. Each Director also receives $250 per committee meeting attended (other than Audit Committee meetings and meetings held for the purposes of considering arrangements between 6 the Fund and the Investment Manager or an affiliate of the Investment Manager, for which such Director receives a fee of $750). Scudder Kemper supervises the Fund's investments, pays the compensation and certain expenses of its personnel who serve as Directors and Officers of the Fund and receives a management fee for its services. Several of the Fund's Officers and Directors are also officers, directors, employees or stockholders of Scudder Kemper and participate in the fees paid to that firm (see "Investment Manager," page 8), although the Fund makes no direct payments to them other than for reimbursement of travel expenses in connection with the attendance at Directors' and committee meetings. The following Compensation Table, provides in tabular form, the following data: Column (1) All Directors who receive compensation from the Fund. Column (2) Aggregate compensation received by a Director from the Fund and Scudder. Columns (3) and (4) Pension or retirement benefits accrued or proposed to be paid by the Fund. The Fund does not pay its Directors such benefits. Column (5) Total compensation received by a Director from the Fund, Scudder, plus compensation received from all funds managed by Scudder Kemper for which a Director serves. The total number of funds from which a Director receives such compensation is also provided in column (5). Compensation Table for the year ended December 31, 1997
- ---------------------------------------------------------------------------------------------------------------- (1) (2) (3) (4) (5) Aggregate Aggregate Compensation as Compensation Estimated a Director/Trustee of as a Director of the Fund Pension or Annual the Fund and Other Retirement Benefits Benefits Scudder Funds Name of Person, Paid by Paid by Accrued As Part of Upon Paid by Paid by Position Fund Scudder** Fund Expenses Retirement Funds Scudder** ---------------------------------------------------------------------------------------------------------------- Paul Bancroft III, $10,750 $1,500 N/A N/A $156,922 $25,950 Director (20 funds*) Robert J. Callander, $12,250 $1,500 N/A N/A $52,284 $4,500 Director (4 funds) Thomas J. Devine, $12,250 $1,500 N/A N/A $186,598 $27,150 Director*** (21 funds) William H. Gleysteen, $12,250 $1,500 $2,400+ $3,000+ $136,150 $19,850 Jr., Director*** (15 funds) Wilson Nolen, $12,250 $1,500 N/A N/A $189,548 $25,300 Director (21 funds*) Hugh T. Patrick, $12,250 $0 N/A N/A $27,750 $0 Director (2 funds) * This does not include membership on the Boards of funds which commenced operations in 1998. ** During 1997 Scudder, Stevens & Clark, Inc. ("Scudder") voluntarily agreed to pay the fees and expenses of Directors relating to special meetings held for the purpose of considering the proposed alliance between Scudder and Zurich Insurance Company, which was consummated on December 31, 1997. 7 *** In accordance with the Board of Directors' retirement policy, Messrs. Devine and Gleysteen are not standing for re-election. + Retirement benefits accrued and proposed to be paid as additional compensation for serving on the Board of the Japan Fund, Inc.
Ms. Bolton and Mr. Luers, both nominees for Director of the Fund, received $97,013 and $134,079, respectively, during 1997 for serving on the Boards of other funds advised by Scudder Kemper. Required Vote Election of each of the listed nominees for Director requires the affirmative vote of a majority of the votes cast at the Meeting in person or by proxy. Your Fund's Directors recommend that stockholders vote in favor of each of the nominees. (2) RATIFICATION OR REJECTION OF THE SELECTION OF INDEPENDENT ACCOUNTANTS At a meeting held on April 28, 1998, the Board of Directors of the Fund, including a majority of the Noninterested Directors, recommended to stockholders the selection of Coopers & Lybrand L.L.P. to act as independent accountants for the Fund for the fiscal year ending December 31, 1998. Effective July 1, 1998, Coopers & Lybrand L.L.P. and Price Waterhouse LLP merged to become PricewaterhouseCoopers LLP. PricewaterhouseCoopers LLP are independent accountants and have advised the Fund that they have no direct financial interest or material indirect financial interest in the Fund. One or more representatives of PricewaterhouseCoopers LLP are expected to be present at the Meeting and will have an opportunity to make a statement if they so desire. Such representatives are expected to be available to respond to appropriate questions posed by stockholders or management. The Fund's financial statements for the fiscal year ended December 31, 1997 were audited by PricewaterhouseCoopers LLP. Required Vote Ratification of the selection of independent accountants requires the affirmative vote of a majority of the votes cast at the Meeting in person or by proxy. Your Fund's Directors recommend that stockholders ratify the selection of PricewaterhouseCoopers LLP as independent accountants. Investment Manager Scudder Kemper Investments, Inc. (the "Investment Manager") is a Delaware corporation. Rolf Hueppi* is the Chairman of the Board and Director, Edmond D. Villani# is the President, Chief Executive Officer and Director, Stephen R. Beckwith# is the Treasurer and Chief Financial Officer, Kathryn L. Quirk# is the General Counsel, Chief Compliance Officer and Secretary, Lynn S. Birdsong# is a Corporate Vice President and Director, Cornelia M. Small# is a Corporate Vice President and Director, Laurence Cheng* is a Director and Marcus Rohrbasser is a Director of the Investment Manager. The principal occupation of each of Edmond D. Villani, Stephen R. Beckwith, Kathryn L. Quirk, and Cornelia M. Small is serving as a Managing Director of the Investment Manager; the principal occupation of Rolf Hueppi, Laurence Cheng and Marcus Rohrbasser is serving as an officer of Zurich Insurance Company ("Zurich"). - ------------------------ * Mythenquai 2, Zurich, Switzerland # 345 Park Avenue, New York, New York The outstanding voting securities of the Investment Manager are held of record 36.63% by Zurich Holding Company of America ("ZHCA"), a subsidiary of Zurich; 32.85% by ZKI Holding Corp. ("ZKIH") a subsidiary of Zurich; 20.86% by Stephen R. Beckwith, Lynn S. Birdsong, Kathryn L. Quirk, Cornelia M. 8 Small and Edmond D. Villani in their capacity as representatives (the "Management Representatives") of the Investment Manager's management holders and retiree holders pursuant to a Second Amended and Restated Security Holders Agreement (the "Security Holders Agreement") among the Investment Manager, Zurich, ZHCA, ZKIH, the Management Representatives, the management holders, the retiree holders and Edmond D. Villani, as trustee of Scudder Kemper Investments, Inc. Executive Defined Contribution Plan Trust (the "Trust"); and 9.66% by the Trust. There are no outstanding non-voting securities of the Investment Manager. In connection with a transaction effective December 31, 1997, pursuant to which Zurich acquired a two-thirds interest in Scudder for $866.7 million in cash and the businesses of Scudder and Zurich's subsidiary, Zurich Kemper Investments, Inc., were combined to form Scudder Kemper, Mr. Pierce sold 85.1% of his holdings in Scudder to Zurich for cash. Pursuant to the Security Holders Agreement (which was entered into in connection with the Scudder-Zurich transaction), the Board of Directors of the Investment Manager consists of four directors designated by ZHCA and ZKIH and three directors designated by the Management Representatives. Brokerage Commissions on Portfolio Transactions To the maximum extent feasible Scudder Kemper places orders for portfolio transactions through Scudder Investor Services, Inc., Two International Place, Boston, Massachusetts 02110 (the "Distributor") (a corporation registered as a broker/dealer and a subsidiary of Scudder Kemper), which in turn places orders on behalf of the Fund with issuers, underwriters or other brokers and dealers. The Distributor receives no commissions, fees or other remuneration from the Fund for this service. In selecting brokers and dealers with which to place portfolio transactions for the Fund, Scudder Kemper may place such transactions with brokers and dealers that sell shares of funds advised by Scudder Kemper. Allocation of portfolio transactions is supervised by Scudder Kemper. Other Matters The Board of Directors does not know of any matters to be brought before the Meeting other than those mentioned in this Proxy Statement. The appointed proxies will vote on any other business that properly comes before the Meeting or any adjournments thereof in accordance with their best judgment. Miscellaneous Proxies will be solicited by mail and may be solicited in person or by telephone or facsimile by Officers of the Fund or personnel of Scudder Kemper. The Fund has retained Shareholder Communications Corporation, 17 State Street, New York, New York 10004 to assist in the proxy solicitation. The cost of their services is estimated at $3,500. The expenses connected with the solicitation of the proxies and with any further proxies which may be solicited by the Fund's Officers or Shareholder Communications Corporation, in person, by telephone or by facsimile will be borne by the Fund. The Fund will reimburse banks, brokers and other persons holding the Fund's shares registered in their names or in the names of their nominees, for their expenses incurred in sending proxy material to and obtaining proxies from the beneficial owners of such shares. In the event that sufficient votes in favor of any proposal set forth in the Notice of Meeting are not received by October 28, 1998, the persons named as appointed proxies on the enclosed proxy card may propose one or more adjournments of the Meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of the holders of a majority of the shares present in person or by proxy at the session of the Meeting to be adjourned. The persons named as appointed proxies on 9 the enclosed proxy card will vote in favor of such adjournment those proxies which they are entitled to vote in favor of the proposal for which further solicitation of proxies is to be made. They will vote against any such adjournment those proxies required to be voted against such proposal. The costs of any such additional solicitation and of any adjourned session will be borne by the Fund. Stockholder Proposals Any proposal by a stockholder of the Fund intended to be presented at the 1999 meeting of stockholders of the Fund must be received by Thomas F. McDonough, Secretary of the Fund, c/o Scudder Kemper Investments, Inc., at 345 Park Avenue, New York, New York 10154, not later than April 23, 1999. By order of the Board of Directors, Thomas F. McDonough Secretary 345 Park Avenue New York, New York 10154 August 21, 1998 10 PROXY SCUDDER NEW ASIA FUND, INC. PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS Annual Meeting of Stockholders--October 28, 1998 The undersigned hereby appoints Paul Bancroft III, Robert J. Callander and Daniel Pierce, each with the power of substitution, as proxies for the undersigned to vote all shares of Scudder New Asia Fund, Inc. (the "Fund") which the undersigned is entitled to vote at the Annual Meeting of Stockholders of the Fund to be held at the offices of Scudder Kemper Investments, Inc., 25th Floor, 345 Park Avenue (at 51st Street), New York, New York 10154, on Wednesday, October 28, 1998 at 8:30 a.m., Eastern time, and at any adjournments thereof. Unless otherwise specified in the squares provided, the undersigned's vote will be cast "FOR" each numbered item listed on the reverse side. 1. The election of Directors:
FOR all nominees listed below WITHHOLD AUTHORITY (except as marked to the contrary below / / to vote for all nominees listed below / / --- --- Nominees: Class I: Daniel Pierce, Paul Bancroft III and Sheryle J. Bolton. Class II: William H. Luers. (INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's name on the space provided below.) ---------------------------------------------------------------------- 2. Ratification of the selection of PricewaterhouseCoopers LLP as independent accountants: FOR / / AGAINST / / ABSTAIN / / --- --- --- The Proxies are authorized to vote upon such other business as may properly come before the Meeting. MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / / --- PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE NO POSTAGE IS REQUIRED Please sign exactly as your name or names appear. Signature Date When signing as attorney, executor, administrator, trust- --------------- --------------- ee or guardian, please give your full title as such. Signature Date --------------- ---------------
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