-----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, PiDsw2Rn76yNhfygdeE7Rz3kPO0UDSQKD0k767yppltXlwUqLYCzaIdBA+g6MI1Y 1rwno2nIsoXFt73Y7JdTpA== 0000088053-99-000330.txt : 19990310 0000088053-99-000330.hdr.sgml : 19990310 ACCESSION NUMBER: 0000088053-99-000330 CONFORMED SUBMISSION TYPE: NSAR-B PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990309 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: NSAR-B SEC ACT: SEC FILE NUMBER: 811-04789 FILM NUMBER: 99560683 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 NSAR-B 1 N-SAR (3.0.A) PAGE 1 000 B000000 12/31/98 000 C000000 798738 000 D000000 N 000 E000000 NF 000 F000000 Y 000 G000000 N 000 H000000 N 000 I000000 3.0.a 000 J000000 U 001 A000000 SCUDDER NEW ASIA FUND, INC. 001 B000000 811-4789 001 C000000 6179511848 002 A000000 345 PARK AVENUE 002 B000000 NEW YORK 002 C000000 NY 002 D010000 10154 003 000000 N 004 000000 N 005 000000 N 006 000000 N 007 A000000 N 007 B000000 0 007 C010100 1 007 C010200 2 007 C010300 3 007 C010400 4 007 C010500 5 007 C010600 6 007 C010700 7 007 C010800 8 007 C010900 9 007 C011000 10 008 A000001 SCUDDER KEMPER INVESTMENTS, INC. 008 B000001 A 008 C000001 801-252 008 D010001 NEW YORK 008 D020001 NY 008 D030001 10154 010 A000001 SCUDDER FUND ACCOUNTING CORP. 010 C010001 BOSTON 010 C020001 MA 010 C030001 02110 010 C040001 4103 012 A000001 STATE STREET BANK AND TRUST COMPANY 012 B000001 85-5003 012 C010001 BOSTON 012 C020001 MA 012 C030001 02110 013 A000001 PRICEWATERHOUSECOOPERS LLP 013 B010001 BOSTON 013 B020001 MA PAGE 2 013 B030001 02109 014 A000001 SCUDDER INVESTOR SERVICES, INC. 014 B000001 8-298 014 A000002 GRUNTAL & CO., INC. 014 B000002 8-31022 014 A000003 GMS GROUP LLC (A GRUNTAL AFFILIATE) 014 B000003 8-23936 014 A000004 ZURICH CAPITAL MARKETS 014 B000004 8-49827 014 A000005 BANK HANDLOWY 014 B000005 8-24613 014 A000006 KEMPER DISTRIBUTORS, INC. 014 B000006 8-47765 015 A000001 BROWN BROTHERS HARRIMAN & CO. 015 B000001 C 015 C010001 BOSTON 015 C020001 MA 015 C030001 02109 015 E020001 X 015 A000002 HONG KONG & SHANGHAI BANKING CORP. 015 B000002 S 015 C010002 HONG KONG 015 D010002 HONG KONG 015 E040002 X 015 A000003 CITIBANK N.A. 015 B000003 S 015 C010003 MUMBAI 015 D010003 INDIA 015 E040003 X 015 A000004 CITIBANK N.A. 015 B000004 S 015 C010004 JAKARTA 015 D010004 INDONESIA 015 E040004 X 015 A000005 SUMITOMO TRUST & BANKING CO. 015 B000005 S 015 C010005 TOKYO 015 D010005 JAPAN 015 E040005 X 015 A000006 CITIBANK N.A. 015 B000006 S 015 C010006 SEOUL 015 D010006 KOREA 015 E040006 X 015 A000007 HONG KONG BANK MALAYSIA BERHAD 015 B000007 S 015 C010007 BERHAD 015 D010007 MALAYSIA 015 E040007 X 015 A000008 NATIONAL AUSTRALIA BANK LTD. 015 B000008 S PAGE 3 015 C010008 AUCKLAND 015 D010008 NEW ZEALAND 015 E040008 X 015 A000009 STANDARD CHARTERED BANK 015 B000009 S 015 C010009 KARACHI 015 D010009 PAKISTAN 015 E040009 X 015 A000010 CITIBANK N.A. 015 B000010 S 015 C010010 MANILA 015 D010010 PHILIPPINES 015 E040010 X 015 A000011 HONG KONG & SHANGHAI BANKING CORP 015 B000011 S 015 C010011 SINGAPORE 015 D010011 SINGAPORE 015 E040011 X 015 A000012 HONG KONG & SHANGHAI BANKING CORP. 015 B000012 S 015 C010012 COLOMBO 015 D010012 SRI LANKA 015 E040012 X 015 A000013 CENTRAL TRUST OF CHINA 015 B000013 S 015 C010013 XXXX 015 D010013 TAIWAN 015 E040013 X 015 A000014 HONG KONG & SHANGHAI BANKING CORP. 015 B000014 S 015 C010014 BANGKOK 015 D010014 THAILAND 015 E040014 X 015 A000015 LLOYD'S BANK 015 B000015 S 015 C010015 LONDON 015 D010015 ENGLAND 015 E040015 X 018 000000 Y 019 A000000 Y 019 B000000 72 019 C000000 SCUDDERKEM 020 A000001 MERRILL LYNCH 020 B000001 13-5674085 020 C000001 122 020 A000002 FLEMING 020 B000002 13-3298866 020 C000002 87 020 A000003 S G WARBUG & COMPANY INC. 020 B000003 13-3243112 020 C000003 74 PAGE 4 020 A000004 ABN AMRO 020 C000004 65 020 A000005 GOLDMAN, SACHS & CO. 020 B000005 13-5108880 020 C000005 54 020 A000006 W.I. 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C000000 N 088 D000000 N SIGNATURE THOMAS F. MCDONOUGH TITLE SECRETARY EX-27 2 FDS - SCUDDER NEW ASIA FUND, INC.
6 This schedule contains summary financial information extracted from the Scudder New Asia Fund, Inc. Annual Report for the fiscal year ended 12/31/98 and is qualified in its entirety by reference to such financial statements. 1 Scudder New Asia Fund, Inc. YEAR DEC-31-1998 JAN-01-1998 DEC-31-1998 93,034,796 103,714,693 559,997 189,305 237,094 104,701,089 841,628 0 765,460 1,607,088 0 118,876,204 8,804,757 8,764,601 311,835 0 (26,405,037) 0 10,310,999 103,094,001 1,361,158 833,513 0 1,891,517 303,154 (18,078,128) 21,623,470 3,848,496 0 0 0 0 0 0 379,337 4,227,833 0 (8,646,928) 0 0 1,195,604 0 1,891,517 97,469,098 11.28 0.03 0.40 0.00 0.00 0.00 11.71 1.94 0 0
EX-99 3 REPORT OF INDEPENDENT ACCOUNTANTS REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors of Scudder New Asia Fund, Inc.: In planning and performing our audit of the financial statements and financial highlights (hereinafter referred to as "financial statements") of Scudder New Asia Fund, Inc. for the year ended December 31, 1998, we considered its internal control, including control activities for safeguarding securities, in order to determine our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, not to provide assurance on internal control. The management of Scudder New Asia Fund, Inc. is responsible for establishing and maintaining internal control. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. Generally, controls that are relevant to an audit pertain to the entity's objective of preparing financial statements for external purposes that are fairly presented in conformity with generally accepted accounting principles. Those controls include the safeguarding of assets against unauthorized acquisition, use, or disposition. Because of inherent limitations in internal control, error or fraud may occur and not be detected. Also, projection of any evaluation of internal control to future periods is subject to the risk that it may become inadequate because of changes in conditions or that the effectiveness of the design and operation may deteriorate. Our consideration of internal control would not necessarily disclose all matters in internal control that might be material weaknesses under standards established by the American Institute of Certified Public Accountants. A material weakness is a condition in which the design or operation of one or more of the internal control components does not reduce to a relatively low level the risk that misstatements caused by error or fraud in amounts that would be material in relation to the financial statements being audited may occur and not be detected within a timely period by employees in the normal course of performing their assigned functions. However, we noted no matters involving internal control and its operation, including controls for safeguarding securities, that we consider to be material weaknesses as defined above as of December 31, 1998. This report is intended solely for the information and use of management, the Board of Directors of Scudder New Asia Fund, Inc. and the Securities and Exchange Commission. /s/PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Boston, Massachusetts February 17, 1999 EX-99 4 IMA - SCUDDER NEW ASIA FUND, INC. INVESTMENT ADVISORY, MANAGEMENT AND ADMINISTRATION AGREEMENT AGREEMENT, dated and effective as of September 7, 1998 between SCUDDER NEW ASIA FUND, INC., a Maryland corporation (herein referred to as the "Fund"), and SCUDDER KEMPER INVESTMENTS, INC., a Delaware corporation (herein referred to as the "Manager"). WITNESSETH: That in consideration of the mutual covenants herein contained, it is agreed by the parties as follows: 1. The Manager hereby undertakes and agrees, upon the terms and conditions herein set forth, (i) to make investment decisions for the Fund, to prepare and make available to the Fund research and statistical data in connection therewith and to supervise the acquisition and disposition of securities by the Fund, including the selection of brokers or dealers to carry out the transactions, all in accordance with the Fund's investment objective and policies and in accordance with guidelines and directions from the Fund's Board of Directors; (ii) to assist the Fund as it may reasonably request in the conduct of the Fund's business, subject to the direction and control of the Fund's Board of Directors; (iii) to maintain or cause to be maintained for the Fund all books, records, reports and any other information required under the Investment Company Act of 1940, as amended (the "1940 Act"), to the extent that such books, records and reports and other information are not maintained or furnished by the custodian or other agents of the Fund; (iv) to furnish at the Manager's expense for the use of the Fund such office space and facilities as the Fund may require for its reasonable needs in the City of New York and to furnish at the Manager's expense clerical services in the United States related to research, statistical and investment work; (v) to render to the Fund administrative services such as preparing reports to and meeting materials for the Fund's Board of Directors and reports and notices to stockholders, preparing and making filings with the Securities and Exchange Commission (the "SEC") and other regulatory and self-regulatory organizations, including preliminary and definitive proxy materials and post-effective amendments to the Fund's registration statement on Form N-2 under the Securities Act of 1933, as amended, and 1940 Act, as amended from time to time, providing assistance in certain accounting and tax matters and investor and public relations, monitoring the valuation of portfolio securities, assisting in the calculation of net asset value and calculation and payment of distributions to stockholders, and overseeing arrangements with the Fund's custodian, including the maintenance of books and records of the Fund; and (vi) to pay the reasonable salaries, fees and expenses of such of the Fund's officers and employees (including the Fund's shares of payroll taxes) and any fees and expenses of such of the Fund's directors as are directors, officers or employees of the Manager; provided, however, that the Fund, and not the Manager, shall bear travel expenses (or an appropriate portion thereof) of directors and officers of the Fund who are directors, officers or employees of the Manager to the extent that such expenses relate to attendance at meetings of the Board of Directors of the Fund or any committees thereof or advisers thereto. The Manager shall bear all expenses arising out of its duties hereunder but shall not be responsible for any expenses of the Fund other than those specifically allocated to the Manager in this paragraph 1. In particular, but without limiting the generality of the foregoing, the Manager shall not be responsible, except to the extent of the reasonable compensation of such of the Fund's employees as are directors, officers or employees of the Manager whose services may be involved, for the following expenses of the Fund: organization and certain offering expenses of the Fund (including out-of-pocket expenses, but not including overhead or employee costs of the Manager or of any one or more organizations retained as an advisor or consultant to the Fund); fees payable to the Manager and to any advisor or consultants, including an advisory board, if applicable; legal expenses; auditing and accounting expenses; telephone, telex, facsimile, postage and other communication expenses; taxes and governmental fees; stock exchange listing fees; fees, dues and expenses incurred by the Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund's custodians, subcustodians, transfer agents and registrars; payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; expenses of preparing share certificates and other expenses in connection with the issuance, offering, distribution, sale or underwriting of securities issued by the Fund; expenses of registering or qualifying securities of the Fund for sale; expenses relating to investor and public relations; freight, insurance and other charges in connection with the shipment of the Fund's portfolio securities; brokerage commissions or other costs of acquiring or disposing of any portfolio securities of the Fund; expenses of preparing and distributing reports, notices and dividends to stockholders; costs of stationery; costs of stockholders' and other meetings; litigation expenses; or expenses relating to the Fund's dividend reinvestment and cash purchase plan (except for brokerage expenses paid by participants in such plan). 2. As exclusive licensee of the rights to use and sublicense the use of the "Scudder," "Scudder Kemper Investments, Inc." and "Scudder, Stevens & Clark, Inc." trademarks (together, the "Scudder Marks"), the Manager hereby grants the Fund a nonexclusive right and sublicense to use (i) the "Scudder" name and mark as part of the Fund's name (the "Fund Name"), and (ii) the Scudder Marks in connection with the Fund's investment products and services, in each case only for so long as this Agreement, any other investment management agreement between the Fund and the Manager (or any organization which shall have succeeded to the Manager's business as investment manager (the "Manager's Successor")), or any extension, renewal or amendment hereof or thereof remains in effect, and only for so long as the Manager is a licensee of the Scudder Marks, provided, however, that the Manager agrees to use its best efforts to maintain its license to use and sublicense the Scudder Marks. The Fund agrees that it shall have no right to sublicense or assign rights to use the Scudder Marks, shall acquire no interest in the Scudder Marks other than the rights granted herein, that all of the Fund's uses of the Scudder Marks shall inure to the benefit of Scudder Trust Company as owner and licensor of the Scudder Marks (the "Trademark Owner"), and that the Fund shall not challenge the validity of the Scudder Marks or the Trademark Owner's ownership thereof. The Fund further agrees that all services and products it offers in connection with the Scudder Marks shall meet commercially reasonable standards of quality, as may be determined by the Manager or the Trademark Owner from time to time, provided that the Manager acknowledges that the services and products the Fund rendered during the one-year period preceding the date of this Agreement are acceptable. At your reasonable request, the Fund shall cooperate with the Manager and the Trademark Owner and shall execute and deliver any and all documents necessary to maintain and protect (including but not limited to in connection with any trademark infringement action) the Scudder Marks and/or enter the Fund as a registered user thereof. At such time as this Agreement or any other investment management agreement shall no longer be in effect 2 between the Manager (or the Manager's Successor) and the Fund, or the Manager no longer is a licensee of the Scudder Marks, the Fund shall (to the extent that, and as soon as, it lawfully can) cease to use the Fund Name or any other name indicating that it is advised by, managed by or otherwise connected with the Manager (Manager's Successor) or the Trademark Owner. In no event shall the Fund use the Scudder Marks or any other name or mark confusingly similar thereto (including, but not limited to, any name or mark that includes the name "Scudder") if this Agreement or any other investment advisory agreement between the Manager (or the Manager's Successor) and the Fund is terminated. 3. The Fund agrees to pay to the Manager in United States dollars, as full compensation for the services to be rendered and expenses to be borne by the Manager hereunder, a monthly fee which, on an annual basis, is equal to 1.25% per annum of the value of the Fund's average weekly net assets up to and including $75 million; 1.15% per annum of the value of the Fund's average weekly net assets on the next $125 million of assets; and 1.10% per annum of the value of the Fund's average weekly net assets in excess of $200 million. Each payment of a monthly fee to the Manager shall be made within the ten days next following the day as of which such payment is so computed. Upon any termination of this Agreement before the end of a month, the fee for such part of that month shall be prorated according to the proportion that such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. The value of the net assets of the Fund shall be determined pursuant to the applicable provisions of the Articles of Incorporation and By-laws of the Fund, as amended from time to time. 4. The Manager agrees that it will not make a short sale of any capital stock of the Fund or purchase any share of the capital stock of the Fund otherwise than for investment. 5. In executing transactions for the Fund and selecting brokers or dealers, the Manager shall use its best efforts to seek the best overall terms available. In assessing the best overall terms available for any Fund transaction, the Manager shall consider on a continuing basis all factors it deems relevant, including, but not limited to, breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of any commission for the specific transaction. In selecting brokers or dealers to execute a particular transaction and in evaluating the best overall terms available, the Manager may consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Fund and/or other accounts over which the Manager or an affiliate exercises investment discretion. 6. Nothing herein shall be construed as prohibiting the Manager from providing investment advisory services to, or entering into investment advisory agreements with, other clients (including other registered investment companies), including clients which may invest in securities of Asian issuers, or from utilizing (in providing such services) information furnished to the Manager by advisors and consultants to the Fund and others; nor shall anything herein be construed as constituting the Manager as an agent of the Fund. 3 Whenever the Fund and one or more other accounts or investment companies advised by the Manager have available funds for investment, investments suitable and appropriate for each shall be allocated in accordance with procedures believed by the Manager to be equitable to each entity. Similarly, opportunities to sell securities shall be allocated in a manner believed by the Manager to be equitable. The Fund recognizes that in some cases this procedure may adversely affect the size of the position that may be acquired or disposed of for the Fund. In addition, the Fund acknowledges that the persons employed by the Manager to assist in the performance of the Manager's duties hereunder will not devote their full time to such service and nothing contained herein shall be deemed to limit or restrict the right of the Manager or any affiliate of the Manager to engage in and devote time and attention to other businesses or to render services of whatever kind or nature. 7. The Manager may rely on information reasonably believed by it to be accurate and reliable. Neither the Manager nor its officers, directors, employees or agents shall be subject to any liability for any act or omission, error of judgment or mistake of law, or for any loss suffered by the Fund, in the course of, connected with or arising out of any services to be rendered hereunder, except by reason of willful misfeasance, bad faith, or gross negligence on the part of the Manager in the performance of its duties or by reason of reckless disregard on the part of the Manager of its obligations and duties under this Agreement. Any person, even though also employed by the Manager, who may be or become an employee of the Fund and paid by the Fund shall be deemed, when acting within the scope of his employment by the Fund, to be acting in such employment solely for the Fund and not as an employee or agent of the Manager. 8. This Agreement shall remain in effect for an initial term ending on September 30, 1999, and shall continue in effect thereafter, but only so long as such continuance is specifically approved at least annually by the affirmative vote of (i) a majority of the members of the Fund's Board of Directors who are not parties to this Agreement or interested persons of any party to this Agreement, or of any entity regularly furnishing investment advisory services with respect to the Fund pursuant to an agreement with any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (ii) a majority of the Fund's Board of Directors or the holders of a majority of the outstanding voting securities of the Fund. This Agreement may nevertheless be terminated at any time without penalty, on 60 days' written notice, by the Fund's Board of Directors, by vote of holders of a majority of the outstanding voting securities of the Fund, or by the Manager. This Agreement shall automatically be terminated in the event of its assignment, provided that an assignment to a corporate successor to all or substantially all of the Manager's business or to a wholly-owned subsidiary of such corporate successor which does not result in a change of actual control or management of the Manager's business shall not be deemed to be an assignment for the purposes of this Agreement. Any notice to the Fund or the Manager shall be deemed given when received by the addressee. 9. This Agreement may not be transferred, assigned, sold or in any manner hypothecated or pledged by either party hereto, except as permitted under the 1940 Act or rules and regulations adopted thereunder. It may be amended by mutual agreement, but only after authorization of such amendment by the affirmative vote of (i) the holders of a majority of the outstanding voting 4 securities of the Fund, and (ii) a majority of the members of the Fund's Board of Directors who are not parties to this Agreement or interested persons of any party to this Agreement, or of any entity regularly furnishing investment advisory services with respect to the Fund pursuant to an agreement with any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. 10. This Agreement shall be construed in accordance with the laws of the State of New York, without giving effect to the conflicts of laws principles thereof, provided, however, that nothing herein shall be construed as being inconsistent with the 1940 Act. As used herein, the terms "interested person," "assignment," and "vote of a majority of the outstanding voting securities" shall have the meanings set forth in the 1940 Act. 11. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. 12. This Agreement supersedes all prior investment advisory, management, and/or administration agreements in effect between the Fund and the Manager. IN WITNESS WHEREOF, the parties have executed this Agreement by their officers thereunto duly authorized as of the day and year first written above. SCUDDER NEW ASIA FUND, INC. By: _________________________ President SCUDDER KEMPER INVESTMENTS, INC. By: _________________________ Managing Director 5 -----END PRIVACY-ENHANCED MESSAGE-----