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
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement.
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material under Rule 14a-12.
[ ] Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2)).
THE NEW GERMANY 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)(1) 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 identify 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:
-2-
THE NEW GERMANY FUND, INC.
345 PARK AVENUE
NEW YORK, NEW YORK 10154
--------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JUNE 24, 2003
To our Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of The
New Germany Fund, Inc., a Maryland corporation (the "Fund"), will be held at
3:30 P.M., New York time, on June 24, 2003 at the offices of Deutsche Bank
Securities Inc., 31 West 52nd Street, Fifth Floor Auditorium, New York, New York
10019 for the following purposes:
1. To elect three (3) Directors, each to serve for a term of three
years and until their successors are elected and qualify.
2. To ratify the appointment by the Board of Directors of
PricewaterhouseCoopers LLP as independent accountants for the
fiscal year ending December 31, 2003.
3. To transact such other business as may properly come before the
Meeting or any postponement or adjournment thereof.
Only holders of record of Common Stock at the close of business on May
2, 2003 are entitled to notice of and to vote at this Meeting or any adjournment
thereof.
If you have any questions or need additional information, please
contact Morrow & Co., Inc., the Fund's proxy solicitors, at 445 Park Avenue, New
York, New York 10022, or 1-800-662-5200.
By Order of the Board of Directors
Robert R. Gambee
Chief Operating Officer
and Secretary
Dated: May 13, 2003
Whether or not you expect to attend the meeting, please sign the
enclosed proxy and promptly return it to the Fund. We ask your cooperation in
mailing in your proxy promptly, so that the Fund does not incur any additional
expenses of solicitation of proxies.
THE NEW GERMANY FUND, INC.
345 PARK AVENUE
NEW YORK, NEW YORK 10154
ANNUAL MEETING OF STOCKHOLDERS
JUNE 24, 2003
--------------------------------------------------------------------------------
PROXY STATEMENT
--------------------------------------------------------------------------------
This Proxy Statement is furnished by the Board of Directors of The New
Germany Fund, Inc. (the "Board of Directors" or "Board"), a Maryland corporation
(the "Fund"), in connection with the solicitation of proxies for use at the
Annual Meeting of Stockholders (the "Meeting") to be held at 3:30 P.M., New York
time, on June 24, 2003 at the offices of Deutsche Bank Securities Inc., 31 West
52nd Street, Fifth Floor Auditorium, New York, New York 10019. The purpose of
the Meeting and the matters to be considered are set forth in the accompanying
Notice of Annual Meeting of Stockholders.
If the accompanying form of proxy is executed properly and returned,
shares represented by it will be voted at the Meeting in accordance with the
instructions on the proxy. However, if no instructions are specified, shares
will be voted FOR the election of three (3) directors of the Fund ("Directors")
(Proposal 1) and FOR the ratification of the appointment by the Board of
PricewaterhouseCoopers LLP as independent accountants for the Fund (Proposal 2).
A proxy may be revoked at any time prior to the time it is voted by written
notice to the Secretary of the Fund or by submitting a subsequently executed
proxy or by attendance at the Meeting and voting in person.
The close of business on May 2, 2003 has been fixed as the record date
for the determination of stockholders entitled to notice of, and to vote at, the
Meeting. On that date, the Fund had 27,339,343 shares of Common Stock
outstanding and entitled to vote. Each share will be entitled to one vote on
each matter that comes before the Meeting. It is expected that the Notice of
Annual Meeting, this Proxy Statement and the form of proxy will first be mailed
to stockholders on or about May 13, 2003.
A quorum is necessary to hold a valid meeting. If stockholders entitled
to cast one-third of all votes entitled to be cast at the Meeting are present in
person or by proxy, a quorum will be established. The Fund intends to treat
properly executed proxies that are marked "abstain" and broker non-votes
(defined below) as present for the purposes of determining whether a quorum has
been achieved at the Meeting. Under Maryland law, abstentions do not constitute
a vote "for" or "against" a matter and will be disregarded in determining the
"votes cast" on an issue. A "broker non-vote" occurs when a broker holding
shares for a beneficial owner does not vote on a particular matter because the
broker does not have discretionary voting power with respect to that matter and
has not received instructions from the beneficial owner.
-2-
PROPOSAL 1: ELECTION OF DIRECTORS
The Fund's charter (the "Charter") provides that the Board of Directors
be divided into three classes of Directors serving staggered three-year terms
and until their successors are elected and qualify. The term of office for
Directors in Class III expires at the 2003 Annual Meeting, Class I at the next
succeeding annual meeting and Class II at the following succeeding annual
meeting. Three Class III nominees are proposed in this Proxy Statement for
election.
Should any vacancy occur on the Board of Directors, the remaining
Directors would be able to fill such vacancy by the affirmative vote of a
majority of the remaining Directors in office, even if the remaining Directors
do not constitute a quorum. Any Director elected by the Board to fill a vacancy
would hold office until the remainder of the full term of the class of Directors
in which the vacancy occurred and until a successor is elected and qualifies. If
the size of the Board is increased, additional Directors will be apportioned
among the three classes to make all classes as nearly equal as possible.
Unless authority is withheld, it is the intention of the persons named
in the accompanying form of proxy to vote each proxy for the election of the
nominees listed below. Each nominee has indicated that he will serve as a
Director if elected, but if any nominee should be unable to serve, proxies will
be voted for any other person determined by the persons named in the form of
proxy in accordance with their discretion.
INFORMATION REGARDING DIRECTORS AND OFFICERS
The following table shows certain information about the nominees for
election as Directors and about Directors whose terms will continue, including
beneficial ownership of Common Stock of the Fund. Each has served as a Director
of the Fund since the Fund's inception in 1990, except for Mr. Wadsworth, Dr.
Hopp, Mr. Matz, and Mr. Zuhlsdorff, who were elected to the Board on June 19,
1992, June 18, 1993, June 29, 1995 and June 20, 1997, respectively.
NOMINEES PROPOSED FOR ELECTION:
---------------------------------------------------------------------------------------------------------------------
CLASS III DIRECTORS
(TERM WILL EXPIRE IN 2003; NOMINEES FOR TERM EXPIRING IN 2006)
---------------------------------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS
TERM OF IN FUND SHARES
OFFICE COMPLEX(2) OF COMMON
AND OVERSEEN STOCK
LENGTH BY DIRECTOR OTHER DIRECTORSHIPS BENEFICIALLY
NAME, POSITION(S) OF PRINCIPAL OR NOMINEE HELD BY OWNED AT
ADDRESS(1) WITH TIME OCCUPATION(S) FOR DIRECTOR OR NOMINEE MAY 1,
& AGE FUND SERVED DURING PAST FIVE YEARS DIRECTOR FOR DIRECTOR 2002(3)
---------------------------------------------------------------------------------------------------------------------
NON-INTERESTED DIRECTORS
---------------------------------------------------------------------------------------------------------------------
Dr. Franz Director. Since Member of the Boards of 1 Chairman of the None.
Wilhelm 1993. Management of ERGO Supervisory Boards of
Hopp, 60 Versicherungsgruppe AG, VORSORGE
ERGO Europa Lebensversicherung AG
Beteiligungsgesellschaft and Mediastream AG ;
AG, and ERGO International Member of the
AG (insurance) (over five Supervisory Boards of
years); Former Member of MEAG Munich ERGO
the Boards of Management Kapitalanlagegesell-schaft
of VICTORIA Holding, mbH; OVAG
VICTORIA Osterreichische
Lebensversicherung AG, Volksbanken AG; VICTORIA
VICTORIA Versicherung AG, Pensionskasse AG;
VICTORIA International, Internationales
VICTORIA Ruckversicherung Immobilieninstitute
AG and D.A.S. GmbH; Bankhaus Ellwanger
Versicherungs-AG. & Geiger; and Jenoptik
(insurance) AG.
---------------------------------------------------------------------------------------------------------------------
-3-
---------------------------------------------------------------------------------------------------------------------
CLASS III DIRECTORS
(TERM WILL EXPIRE IN 2003; NOMINEES FOR TERM EXPIRING IN 2006)
---------------------------------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS
TERM OF IN FUND SHARES
OFFICE COMPLEX(2) OF COMMON
AND OVERSEEN STOCK
LENGTH BY DIRECTOR OTHER DIRECTORSHIPS BENEFICIALLY
NAME, POSITION(S) OF PRINCIPAL OR NOMINEE HELD BY OWNED AT
ADDRESS(1) WITH TIME OCCUPATION(S) FOR DIRECTOR OR NOMINEE MAY 1,
& AGE FUND SERVED DURING PAST FIVE YEARS DIRECTOR FOR DIRECTOR 2002(3)
---------------------------------------------------------------------------------------------------------------------
NON-INTERESTED DIRECTORS
---------------------------------------------------------------------------------------------------------------------
Ernst-Ulrich Director. Since Consultant. Vice Chairman 1 Member of the District None.
Matz, 69 1995. of the Supervisory Boards Advisory Board of
of Bopp & Reuther AG Gerling-Konzern (until
(valve, control, 2002); Chairman of the
measurement and safety Rumanian Group in the
technology) (until 2001). German East-West Trade
Chief Financial Officer Committee (until 2002);
and member of the Board of Member of Advisory
Directors of IKWA Council of Peters
Aktiengesellschaft Associates AG.
(production and
manufacturing technology)
(1978 until 2000). Member of
the Supervisory Boards of
Ex-Cell-O AG (machine tool and
system manufacturer) (until
2001) and ARO SA (until 2000)
(resistance welding).
---------------------------------------------------------------------------------------------------------------------
Dr. Frank Director. Since Deputy Chairman of the 1 None. None.
Tromel, 67 1990. Supervisory Board of DELTON
AG (strategic management
holding company operation in
the pharmaceutical, household
products, logistics and power
supply sectors) (since 2000).
Member (since 2000) and
Vice-President (since 2002) of
the German Accounting
Standards Board; Chairman of
the Board of Managing
Directors of DELTON AG
(1990-1999); Chairman of the
Board of Managing Directors of
ATLANTA AG (1987-1990) and
Member of the Board
(1977-1987) (fruit and
vegetable distributer).
---------------------------------------------------------------------------------------------------------------------
-4-
DIRECTORS WHOSE TERM WILL CONTINUE:
---------------------------------------------------------------------------------------------------------------------
CLASS I DIRECTORS
(TERM WILL EXPIRE IN 2004)
---------------------------------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS
TERM OF IN FUND SHARES
OFFICE COMPLEX(2) OF COMMON
AND OVERSEEN STOCK
LENGTH BY DIRECTOR OTHER DIRECTORSHIPS BENEFICIALLY
NAME, POSITION(S) OF PRINCIPAL OR NOMINEE HELD BY OWNED AT
ADDRESS(1) WITH TIME OCCUPATION(S) FOR DIRECTOR OR NOMINEE MAY 1,
& AGE FUND SERVED DURING PAST FIVE YEARS DIRECTOR FOR DIRECTOR 2002(3)
---------------------------------------------------------------------------------------------------------------------
NON-INTERESTED DIRECTORS
---------------------------------------------------------------------------------------------------------------------
Richard Karl Director. Since Consultant. Vice Chairman 1 Director of The 8,742
Goeltz, 60 1990. and Chief Financial Warnaco Group
Officer of American Inc. (women's
Express Co. (1996-2000); apparel
Group Chief Financial designer,
Officer and Member of the manufacturer
Board of Directors of and marketer);
National Westminster Bank Member of the
Plc. (1992-1996). Court of
Governors of
the London
School of
Economics and
Political
Science.
---------------------------------------------------------------------------------------------------------------------
Robert H. Director Since President, Robert H. 69 Director, The 5,882
Wadsworth, 1992. Wadsworth Associates, Germany Fund,
63 Inc. (mutual fund Inc. (since
consulting) (since 1986) and the
1982). President and Central
Trustee, Trust for European Equity
Investment Managers Fund, Inc.
(1999-2002). President, since 1990) as
Investment Company well as other
Administration, L.L.C. Funds in the
(1992-2001). President, Fund Complex as
Treasurer and Director, indicated.(5)
First Fund Distributors,
Inc. (mutual fund
distribution)
(1990-2002). Vice
President, Professionally
Managed Portfolios
(1991-2002). Vice
President, Advisors
Series Trust (registered
investment companies)
(1997-2002). President,
Guinness Flight
Investment Funds, Inc.
(registered investment
companies) (1994-1998).
---------------------------------------------------------------------------------------------------------------------
-5-
---------------------------------------------------------------------------------------------------------------------
CLASS I DIRECTORS
(TERM WILL EXPIRE IN 2004)
---------------------------------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS
TERM OF IN FUND SHARES
OFFICE COMPLEX(2) OF COMMON
AND OVERSEEN STOCK
LENGTH BY DIRECTOR OTHER DIRECTORSHIPS BENEFICIALLY
NAME, POSITION(S) OF PRINCIPAL OR NOMINEE HELD BY OWNED AT
ADDRESS(1) WITH TIME OCCUPATION(S) FOR DIRECTOR OR NOMINEE MAY 1,
& AGE FUND SERVED DURING PAST FIVE YEARS DIRECTOR FOR DIRECTOR 2002(3)
---------------------------------------------------------------------------------------------------------------------
INTERESTED DIRECTOR(4)
---------------------------------------------------------------------------------------------------------------------
Christian H. Director. Since Director (since 1999) and 3 Director of the None.
Strenger, 59 1990. Managing Director of DWS Germany Fund,
Investment GmbH (1991-1999). Inc. (since
1986) and the
Central European
Fund (since
1990).(5) Member,
Supervisory
Board, Fraport AG
(international
airport business).
Member,
Supervisory
Board, Metro AG
(international
trading company).
Board member,
Incepta PLC (media
and advertising).
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
CLASS II DIRECTORS
(TERM WILL EXPIRE IN 2005)
---------------------------------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS
TERM OF IN FUND SHARES
OFFICE COMPLEX(2) OF COMMON
AND OVERSEEN STOCK
LENGTH BY DIRECTOR OTHER DIRECTORSHIPS BENEFICIALLY
NAME, POSITION(S) OF PRINCIPAL OR NOMINEE HELD BY OWNED AT
ADDRESS(1) WITH TIME OCCUPATION(S) FOR DIRECTOR OR NOMINEE MAY 1,
& AGE FUND SERVED DURING PAST FIVE YEARS DIRECTOR FOR DIRECTOR 2002(3)
---------------------------------------------------------------------------------------------------------------------
NON-INTERESTED DIRECTORS
---------------------------------------------------------------------------------------------------------------------
John H. Director Since Consultant (since 2002); 1 None. 1,857
Cannon, 61 1990. Vice President and
Treasurer of Footlocker
Inc. (footwear retailer
until 2001)
--------------------------------------------------------------------------------------------------------------------
Peter Director Since Managing Director of 1 Chairman of the None.
Zuhlsdorff, 63 1997. Tenglemann Supervisory
Unternehmensgruppe (since Board, GfK AG,
1998); Deutsche Industrie TV Loonland AG;
Holding (holding company) Chairman of the
(since 1997), and PZ Supervisory
Sportpark GmbH (since Board, Escada AG;
1996). Member of the
Supervisory Board,
Merck KgaA; Member
of the Supervisory
Board, Deutz AG;
Member of the
Supervisory Board,
Kaisers Kaffee AG;
Member of the
Supervisory Board
and Quelle AG;
Member of the
Supervisory Board.
---------------------------------------------------------------------------------------------------------------------
-6-
---------------------------------------------------------------------------------------------------------------------
CLASS II DIRECTORS
(TERM WILL EXPIRE IN 2005)
---------------------------------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS
TERM OF IN FUND SHARES
OFFICE COMPLEX(2) OF COMMON
AND OVERSEEN STOCK
LENGTH BY DIRECTOR OTHER DIRECTORSHIPS BENEFICIALLY
NAME, POSITION(S) OF PRINCIPAL OR NOMINEE HELD BY OWNED AT
ADDRESS(1) WITH TIME OCCUPATION(S) FOR DIRECTOR OR NOMINEE MAY 1,
& AGE FUND SERVED DURING PAST FIVE YEARS DIRECTOR FOR DIRECTOR 2002(3)
---------------------------------------------------------------------------------------------------------------------
INTERESTED DIRECTOR(4)
---------------------------------------------------------------------------------------------------------------------
John Bult, 66 Director Since Chairman of PaineWebber 3 Director of the 2,713
1990. International (since Germany Fund,
1985). Inc. (since 1986)
and the Central
European Fund, Inc.
(since 1990);(5)
Director, France Growth
Fund, Inc. (closed end
Fund); Director, The
Greater China Fund,
Inc. (closed end
Fund).
---------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
EXECUTIVE OFFICERS(6)
---------------------------------------------------------------------------------------------------------------------
SHARES
TERM OF OF COMMON
OFFICE STOCK
AND BENEFICIALLY
POSITION(S) LENGTH OF PRINCIPAL OWNED AT
WITH TIME OCCUPATION(S) MAY 1,
NAME, ADDRESS & AGE FUND SERVED DURING PAST FIVE YEARS 2002(3)
---------------------------------------------------------------------------------------------------------------------
Richard T. Hale, 57 President Year to Trustee and/or President of each of the investment None.
and Chief year companies advised by Deutsche Asset Management, Inc. or
Executive since its affiliates. Managing Director, Deutsche Asset
Officer 2001. Management Americas. Managing Director, Deutsche Bank
Securities Inc., formerly Deutsche Banc Alex Brown Inc.
Director and President, Investment Company Capital Corp.
(registered investment advisor).
---------------------------------------------------------------------------------------------------------------------
Hanspeter Chief Year to President of Deutsche Bank Investment Management Inc. 15,000
Ackermann, 46(7) Investment year Managing Director, Deutsche Bank Securities Inc. Managing
Officer since Director and Senior International Equity Portfolio
1996. Manager, Bankers Trust Co. CIO, The Germany Fund, Inc.
and The New Germany Fund, Inc. President and Managing
Partner, Eiger Asset Management (1993-1996), Managing
Director and CIO, SBC Brinson, formerly SBC Portfolio
Management International Inc. (institutional investment
management) (1983-1993).
---------------------------------------------------------------------------------------------------------------------
Robert R. Gambee, Chief Year to Director (since 1992), First Vice President (1987-1991) 1,365
60(7) Operating year and Vice President (1978-1986) of Deutsche Bank Securities
Officer since Inc. Director and Secretary, Deutsche Bank AG. Director,
and 1990 Bankers Trust Co. Secretary, Flag Investors of Flag
Secretary Investors Funds, Inc. and Deutsche Bank Investment
Management, Inc. (1997-2000).
---------------------------------------------------------------------------------------------------------------------
Joseph Cheung, 44 Chief Year to Vice President (since 1996), Assistant Vice President None.
Financial year (1994-1996) and Associate (1991-1994) of Deutsche Bank
Officer since Securities Inc.
and 1997.
Treasurer
---------------------------------------------------------------------------------------------------------------------
1 Unless otherwise indicated the addresses of all directors and officers is c/o Deutsche Bank
Securities, Inc., 345 Park Avenue, New York, New York 10154.
2 Includes The Germany Fund, Inc. and The Central European Equity Fund, Inc., which are the other
closed-end registered investment companies for which Deutsche Bank Securities, Inc. acts as
manager. It also includes 204 other open- and closed-end funds advised by wholly-owned entities
of the Deutsche Bank Group in the United States.
3 All Directors and Executive Officers as a group (13 persons) owned 35,559 shares which
constitutes less than 1% of the outstanding Common Stock of the Fund. Share numbers in this
Proxy Statement have been rounded to the nearest whole share.
4 Indicates "Interested Person", as defined in the Investment Company Act of 1940, as amended (the
"1940 Act"). Mr. Bult is an "interested" Director because of his affiliation with U.B.S.
PaineWebber Incorporated, a registered broker-dealer; and Mr. Strenger is an "interested"
-7-
Director because of his affiliation with DWS-Deutsche Gesellschaft fur
Wertpapiersparen mbH ("DWS"), a majority-owned subsidiary of Deutsche Bank
and because of his ownership of Deutsche Bank shares.
5 The Germany Fund, Inc. and the Central European Equity Fund, Inc. are the
other closed-end registered investment companies for which Deutsche Bank
Securities, Inc. acts as manager. Messrs. Burt and Wadsworth also serve as
Directors/Trustees of the BT Investment Funds, BT Advisor Funds, BT Pyramid
Mutual Funds, BT Institutional Funds, BT Investment Portfolios, Cash
Management Portfolio, Treasury Money Portfolio, International Equity
Portfolio, Equity 500 Index Portfolio, Asset Management Portfolio, and
Deutsche Asset Management VIT Trust. They also serve as Directors/Trustees
of the Morgan Grenfell Investment Trust, Deutsche Investors Portfolios
Trust, Deutsche Investors Funds, Inc., Scudder Flag Investors Value Builder
Funds, Inc., Scudder Flag Investors Equity Partners Fund, Inc., Scudder
Flag Investors Communications Fund, Inc., and Deutsche Bank Alex. Brown
Cash Reserves Fund, Inc. They also serve as Directors/Trustees of RREEF
Securities Trust, an open-end investment company, and RREEF Real Estate
Fund, Inc., a closed-end investment company. These Funds are advised by
either Deutsche Asset Management, Inc., Deutsche Asset Management
investment Services Limited, or Investment Company Capital Corp, each an
indirect, wholly-owned subsidiary of Deutsche Bank AG.
6 Each also serving as an officer of The Germany Fund, Inc. and The Central
European Equity Fund, Inc. The officers of the Fund are elected annually by
the Board of Directors at its meeting following the Annual Meeting of
Stockholders.
7 Indicates ownership of securities of Deutsche Bank either directly or
through Deutsche Bank's deferred compensation plan.
8 Mr. Tromel's son has been employed since March 1, 2002 by an indirect
subsidiary of Deutsche Bank AG.
The following table contains additional information with respect to the
beneficial ownership of equity securities by each Director or Nominee in the
Fund and, on an aggregated basis, in any registered investment companies
overseen by the Director or Nominee within the same Family of Investment
Companies as the Fund:
-----------------------------------------------------------------------------------------------------------------------
AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN
DOLLAR RANGE OF EQUITY SECURITIES IN ALL FUNDS OVERSEEN BY DIRECTOR OR NOMINEE IN
NAME OF DIRECTOR OR NOMINEE THE FUND(1) FAMILY OF INVESTMENT COMPANIES(1),(2)
-----------------------------------------------------------------------------------------------------------------------
John Bult $10,001 - $50,000 $50,001 - $100,000
-----------------------------------------------------------------------------------------------------------------------
John H. Cannon $1-$10,000 $1-$10,000
-----------------------------------------------------------------------------------------------------------------------
Richard Karl Goeltz $10,001 - $50,000 $10,001 - $50,000
-----------------------------------------------------------------------------------------------------------------------
Dr. Franz Wilhelm Hopp None. None.
-----------------------------------------------------------------------------------------------------------------------
Ernst-Ulrich Matz None. None.
-----------------------------------------------------------------------------------------------------------------------
Christian H. Strenger None. $10,001 - $50,000
-----------------------------------------------------------------------------------------------------------------------
Dr. Frank Tromel None. None.
-----------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth $10,001 - $50,000 $50,001 - $100,000
-----------------------------------------------------------------------------------------------------------------------
Peter Zuhlsdorff None. None.
-----------------------------------------------------------------------------------------------------------------------
(1) Valuation date is May 2, 2003.
(2) The Family of Investment Companies consists of the Fund, The Germany Fund, Inc. and The
Central European Equity Fund, Inc., which are closed-end funds and share the same
investment adviser and manager and hold themselves out as related companies.
The Board of Directors presently has an audit committee (the "Audit
Committee") composed of Messrs. Cannon, Goeltz and Wadsworth. The Audit
Committee makes recommendations to the full Board with respect to the engagement
of independent accountants and reviews with the independent accountants the plan
and results of the audit engagement and matters having a material effect upon
the Fund's financial operations. The Audit Committee met three times during the
fiscal year ended December 31, 2002. In addition, the Board has an advisory
committee (the "Advisory Committee" composed of Messrs. Cannon, Goeltz and
Wadsworth. The Advisory Committee makes recommendations to the full Board with
respect to the Management Agreement between the Fund and Deutsche Bank
Securities Inc. ("DBSI") and the Investment Advisory Agreement between the Fund
and Deutsche Asset Management International GmbH ("DeAM"). The Advisory
Committee met once during the past fiscal year. The Board also has an executive
committee (the "Executive Committee") and a nominating committee (the
"Nominating Committee"). During the past fiscal year, the Nominating Committee
met once and the Executive Committee did not meet. The members of the Executive
Committee are Messrs. Cannon, Goeltz, Strenger and Wadsworth. The Executive
Committee has the authority to act for the Board on all matters between meetings
of the Board subject to any limitations under applicable state law. The members
of the Nominating Committee are Messrs. Cannon, Goeltz, Tromel and Wadsworth.
The Nominating Committee makes recommendations to the full Board with respect to
the selection of candidates to fill vacancies on the Board of Directors intended
to be filled by persons not affiliated with DBSI or DeAM, and the Nominating
-8-
Committee evaluates the qualifications of all nominees for directorship pursuant
to the director qualification provisions in the Fund's bylaws. The Nominating
Committee will consider suggestions from stockholders submitted in writing to
the Secretary of the Fund that comply with the requirements for such proposals
contained in the Fund's bylaws. All members on each of the four committees of
the Board are non-interested persons (except that Mr. Strenger, an interested
person, is a member of the Executive Committee).
During the past fiscal year, the Board of Directors had four regular
meetings, and each incumbent Director, with the exception of Dr. Hopp, attended
at least 75% of the aggregate number of meetings of the Board and meetings of
Board Committees on which that Director served.
The Fund pays each of its Directors who is not an interested person of
the Fund, the Investment Adviser or the Manager an annual fee of $7,500 plus
$750 for each meeting attended. Each such Director who is also a Director of The
Germany Fund, Inc. or The Central European Equity Fund, Inc. also receives the
same annual and per-meeting fees for services as a Director of each such fund.
Effective as of April 24, 2002, no Director of all three funds is paid for
attending more than two funds' board and committee meetings when meetings of the
three funds are held concurrently, and effective, as of January 1, 2002, no such
Director receives more than the annual fee of two funds. Each of the Fund, The
Germany Fund, Inc. and The Central European Equity Fund, Inc. reimburses the
Directors (except for those employed by the Deutsche Bank group) for travel
expenses in connection with Board meetings. These three funds, together with 204
other open- and closed-end funds advised by wholly-owned entities of the
Deutsche Bank Group in the United States, represent the entire Fund Complex
within the meaning of the applicable rules and regulations of the Securities and
Exchange Commission (the "SEC"). The following table sets forth the (a) the
aggregate compensation from the Fund for the fiscal year ended December 31,
2002, and (b) the total compensation from the Fund Complex that includes the
Fund for the year ended December 31, 2002, and for those Funds whose fiscal year
ended on October 31, 2002, for each Director who is not an interested person of
the Fund, and for all such Directors as a group:
Aggregate Compensation Total Compensation
Name of Director From Fund From Fund Complex
---------------- ---------------------- ------------------
John H. Cannon $14,250 $14,250
Richard Karl Goeltz 14,250 14,250
Dr. Franz Wilhelm Hopp 8,250 8,250
Ernst-Ulrich Matz 10,500 10,500
Dr. Frank Tromel 11,250 11,250
Robert H. Wadsworth 10,000 156,000
Peter Zuhlsdorff 9,750 9,750
------- --------
Total $78,250 $224,250
======= ========
No compensation is paid by the Fund to Directors or officers who are
interested persons of the Fund or of any entity of the Deutsche Bank Group.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSAL 1.
REQUIRED VOTE. Provided a quorum has been established, the affirmative
vote of a plurality of the votes cast at the Meeting is required for the
election of each Director. For purposes of the election of Directors,
abstentions will have no effect on the result of the vote.
PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Audit Committee has approved PricewaterhouseCoopers LLP (the "Firm"
or "PwC") as independent accountants for the Fund for the fiscal year ending
December 31, 2003. A majority of members of the Board of Directors, including a
majority of the members of the Board of Directors who are not "interested"
Directors (as defined in the 1940 Act) of the Fund, have ratified the
appointment of PwC as the Fund's independent accountants for that fiscal year.
Based principally on representations from the Firm, the Fund knows of no direct
financial or material indirect financial interest of such Firm in the Fund. That
Firm, or a predecessor firm, has served as the independent accountants for the
Fund since inception.
-9-
Neither our charter nor bylaws requires that the stockholders ratify
the appointment of PwC as our independent accountants. We are doing so because
we believe it is a matter of good corporate practice. If the stockholders do not
ratify the appointment, the Board of Directors and the Audit Committee will
reconsider whether or not to retain PwC, but may retain such independent
accountants. Even if the appointment is ratified, the Board of Directors and the
Audit Committee in their discretion may change the appointment at any time
during the year if they determine that such change would be in the best
interests of the Fund and its stockholders. It is intended that the persons
named in the accompanying form of proxy will vote for PwC. A representative of
PwC will be present at the Meeting and will have the opportunity to make a
statement and is expected to be available to answer appropriate questions
concerning the Fund's financial statements.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSAL 2.
REQUIRED VOTE. Provided a quorum has been established, the affirmative
vote of a majority of the votes cast at the Meeting is required for the
ratification of the appointment by the Board of Directors of PwC as independent
accountants for the Fund for the fiscal year ending December 31, 2003. For
purposes of Proposal 2, abstentions will have no effect on the result of the
vote.
INFORMATION WITH RESPECT TO THE FUND'S INDEPENDENT ACCOUNTANTS
AUDIT FEES
The aggregate fees billed by PwC for professional services rendered for
the Audit of the Fund's annual financial statements for the fiscal year ended
December 31, 2002 were $47,500.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
PwC did not render any information technology services to the Fund
during the fiscal year ended December 31, 2002.
ALL OTHER FEES
The aggregate fees billed by PwC for tax services rendered to the Fund,
other than the services described above under "Audit Fees" for the fiscal year
ended December 31, 2002, were $12,000. The aggregate fees billed by PwC for
audit and other services to registered investment companies advised or managed
by companies within the Deutsche Bank group for the fiscal year ended December
31, 2002 were $5,145,790. In addition, the aggregate fees billed by PwC for
services rendered to the U.S. asset management business within the Deutsche Bank
group, including DBSI, for the fiscal year ended December 31, 2002 were
approximately $6,574,025.
AUDIT COMMITTEE REPORT
The role of the Audit Committee is to assist the Board (i) in its
oversight of the Fund's accounting and financial reporting principles and
related controls, (ii) in its oversight of the Fund's financial statements and
the independent audit thereof, (iii) in selecting, evaluating and replacing (if
appropriate) the outside accountants and (iv) in evaluating the independence of
the outside accountants. The Board of Directors has determined that all members
of the Audit Committee are "independent," as required by applicable listing
standards of the New York Stock Exchange. The Audit Committee operates pursuant
to an Audit Committee Charter that was last amended and restated by the Board on
April 20, 2001, a copy of which is attached as Exhibit A to this Proxy
Statement. As set forth in the Audit Committee Charter, management of the Fund
is responsible for the preparation, presentation and integrity of the Fund's
financial statements, the Fund's accounting and financial reporting principles,
and internal controls designed to assure compliance with accounting standards
and applicable laws and regulations. The independent accountants are responsible
for auditing the Fund's financial statements and expressing an opinion as to
their conformity with generally accepted accounting principles.
In the performance of its oversight function, the Audit Committee has
considered and discussed the audited financial statements with management and
the independent accountants. The Audit Committee has also discussed with the
independent accountants the matters required to be discussed by Statement on
Auditing Standards No. 61, Communication with Audit Committees, as currently
modified or supplemented. Finally, the Audit Committee has received the written
disclosures and the letter from the independent accountants required by
Independence Standards
-10-
Board Standard No. 1, Independence Discussions with Audit Committees, as
currently in effect, has discussed with the independent accountants the
accountants' independence from the Fund and its management, and has considered
whether the provision of non-audit services to the Fund's investment manager and
adviser and their affiliated persons by the independent accountants is
compatible with maintaining the independent accountants' independence.
The members of the Audit Committee are not full-time employees of the
Fund and are not performing the functions of auditors or accountants. As such,
it is not the duty or responsibility of the Audit Committee or its members to
conduct "field works" or other types of auditing or accounting reviews or
procedures or to set auditor independence standards. Furthermore, the Audit
Committee's considerations and discussions referred to above do not assure that
the audit of the Fund's financial statements has been carried out in accordance
with generally accepted auditing standards, that the financial statements are
presented in accordance with generally accepted accounting principles or that
the Fund's accountants are in fact "independent".
Based upon the reports and discussions described in this report, and
subject to the limitations on the role and responsibilities of the Audit
Committee referred to above and in the Charter, the Audit Committee recommended
to the Board that the audited financial statements be included in the Fund's
Annual Report for the fiscal year ended March 31, 2002.
Submitted by the Audit Committee
of the Fund's Board of Directors
John H. Cannon
Richard Karl Goeltz
Robert H. Wadsworth
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of May 9, 2003 no person, to the knowledge of management, owned of
record or beneficially more than 5% of the outstanding Common Stock of the Fund,
other than as set forth below:
NAME AND ADDRESS AMOUNT AND NATURE PERCENT OF
OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OUTSTANDING COMMON STOCK
SG Cowan Securities Corp.(1) 2,009,881(1) 7.02(1)%
1221 Avenue of the Americas
New York, NY 10020
Wachovia Corp.(2) 2,217,930(2) 7.88(2)%
One Wachovia Center
Charlotte, NC 28288
(1) This information is based exclusively on information provided by such
entity on Schedule 13G filed with respect to the Fund on February 14, 2002.
(2) This information is based exclusively on information provided by such
entity on Schedule 13G filed with respect to the Fund on February 13, 2003
and February 14, 2002.
ADDRESS OF INVESTMENT ADVISER AND MANAGER
The principal office of Deutsche Asset Management International GmbH,
the Fund's Investment Adviser, is located at Mainzer Landstrasse 178-190,
D-60327 Frankfurt am Main, Federal Republic of Germany. The corporate office of
Deutsche Bank Securities Inc., the Fund's Manager, is located at 60 Wall Street,
New York, New York 10005.
-11-
SECTION 16(A) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
During the fiscal year ended December 31, 2002, the Fund filed on a
timely basis Forms 4 (Statement of Changes of Beneficial Ownership of
Securities) for all Directors and Officers.
OTHER MATTERS
No business other than as set forth herein is expected to come before
the Meeting, but should any other matter requiring a vote of stockholders
properly come before the meeting, including any question as to an adjournment of
the Meeting, the persons named in the enclosed Proxy will vote thereon according
to their discretion. Abstentions and broker non-votes shall have no effect on
the outcome of a vote to adjourn the meeting.
STOCKHOLDER PROPOSALS
In order for stockholder proposals otherwise satisfying the eligibility
requirements of Securities Exchange Commission Rule 14a-8 to be considered for
inclusion in the Fund's proxy statement for the 2004 Annual Meeting, the
proposals must be received at The New Germany Fund, Inc., c/o Deutsche Asset
Management, 345 Park Avenue, New York, New York 10154, Attention: Secretary, on
or before January 14, 2004.
In addition, the Fund's Bylaws currently provide that if a stockholder
desires to bring business (including director nominations) before the 2004
Annual Meeting that is or is not the subject of a proposal timely submitted for
inclusion in the Fund's proxy statement, written notice of such business as
prescribed in the Bylaws must be delivered to the Fund's Secretary, at the
principal executive offices of the Fund, between January 14, 2004 and February
13, 2004. For additional requirements, the stockholder may refer to the Bylaws,
a current copy of which may be obtained without charge upon request from the
Fund's Secretary. If the Fund does not receive timely notice pursuant to the
Bylaws, the proposal may be excluded from consideration at the meeting,
regardless, of any earlier notice provided in accordance with Securities
Exchange Commission Rule 14a-8.
EXPENSES OF PROXY SOLICITATION
The cost of preparing, assembling and mailing material in connection
with this solicitation will be borne by the Fund. In addition to the use of
mails, proxies may be solicited personally by regular employees of the Fund or
the Manager or by telephone or telegraph. Brokerage houses, banks and other
fiduciaries may be requested to forward proxy solicitation materials to their
principals to obtain authorization for the execution of proxies, and they will
be reimbursed by the Fund for out-of-pocket expenses incurred in this
connection. The Fund has also made arrangements with Morrow & Co., Inc. to
assist in the solicitation of proxies, if called upon by the Fund, at an
estimated fee of $6,000 plus reimbursement of normal expenses.
ANNUAL REPORT DELIVERY
The Fund will furnish, without charge, a copy of its annual report for
the fiscal year ended December 31, 2002 and the most recent semi-annual report,
if any, to any stockholder upon request. Such requests should be directed by
mail to The New Germany Fund, Inc., c/o Deutsche Asset Management, 345 Park
Avenue, New York, New York 10154 or by telephone to 1-800-437-6269. Annual
reports are also available on the Fund's web site: www.newgermanyfund.com.
Robert R. Gambee
Chief Operating Officer
and Secretary
Dated: May 13, 2003
-12-
STOCKHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO HAVE
THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND RETURN
IT TO THE FUND.
-13-
EXHIBIT A
THE NEW GERMANY FUND, INC.
(THE "COMPANY")
AUDIT COMMITTEE CHARTER
I. Composition of the Audit Committee: The Audit Committee comprises at
least three directors, each of whom shall have no relationship to the
Company, its investment manager, its investment adviser or its
custodian (including sub-custodians) that may interfere with the
exercise of his or her independence from management and the Company
and, as to his or her relationship to the Company, shall otherwise
satisfy the applicable membership requirements under the rules of the
New York Stock Exchange, Inc., as such requirements are interpreted by
the Board of Directors in its business judgment. Copies of the relevant
requirements are attached hereto.
II. Purposes of the Audit Committee: The purposes of the Audit Committee
are to assist the Board of Directors:
1. in its oversight of the Company's accounting and financial
reporting principles and policies and related controls and
procedures maintained by or on behalf of the Company;
2. in its oversight of the Company's financial statements and the
independent audit thereof;
3. in selecting, evaluating and, where deemed appropriate, replacing
the outside auditors (or nominating the outside auditors to be
proposed for stockholder approval in the proxy statement); and
4. in evaluating the independence of the outside auditors.
The function of the Audit Committee is oversight. The management of the
Company, including the service providers so contractually obligated,
are responsible for the preparation, presentation and integrity of the
Company's financial statements. Management and applicable service
providers are responsible for maintaining appropriate accounting and
financial reporting principles and policies and related controls and
procedures designed to assure compliance with accounting standards and
applicable laws and regulations. The outside auditors are responsible
for planning and carrying out a proper audit of the Company's annual
financial statements. In fulfilling their responsibilities hereunder,
it is recognized that members of the Audit Committee are not full-time
employees of the Company and are not, and do not represent themselves
to be, accountants or auditors by profession or experts in the fields
of accounting or auditing, including in respect of auditor
independence. As such, it is not the duty or responsibility of the
Audit Committee or its members to conduct "field work" or other types
of auditing or accounting reviews or procedures or to set auditor
independence standards, and each member of the Audit Committee shall be
entitled to rely on (i) the integrity of those persons and
organizations within and outside the Company from which it receives
information, (ii) the accuracy of the financial and other information
provided to the Audit Committee by such persons or organizations absent
actual knowledge to the contrary (which shall be promptly reported to
the Board of Directors), and (iii) representations made by management
as to any information technology, internal audit and other non-audit
services provided by the auditors to the Company, to the Company's
investment manager, investment adviser or any entity controlling,
controlled by or under common control with the investment manager or
investment adviser ("Manager/Adviser Control Affiliate"), or to the
Company's custodian (including sub-custodians).
The outside auditors for the Company are ultimately accountable to the
Board of Directors (as assisted by the Audit Committee). The Board of
Directors, with the assistance of the Audit Committee, has the ultimate
authority and responsibility to select, evaluate and, where
appropriate, replace the outside auditors (or to nominate the outside
auditors to be proposed for stockholder approval in the proxy
statement).
The outside auditors shall submit to the Company annually a formal
written statement delineating all relationships between the outside
auditors and the Company ("Statement as to Independence"), addressing
A-1
each non-audit service provided to the Company and at least the matters
set forth in Independence Standards Board No. 1.
The outside auditors shall submit to the Company annually a formal
written statement of the fees billed for each of the following
categories of services rendered by the outside auditors: (i) the audit
of the Company's annual financial statements for the most recent fiscal
year; (ii) information technology consulting services for the most
recent fiscal year, in the aggregate and by each service (and
separately identifying fees for such services relating to financial
information systems design and implementation); and (iii) all other
services rendered by the outside auditors for the most recent fiscal
year, in the aggregate and by each service. The statement as to (ii)
and (iii) should include (and separately disclose) fees billed for the
indicated services to (a) the Company, (b) the Company's investment
manager, investment adviser and Manager/Adviser Control Affiliates that
provide services to the Company, (c) Manager/Adviser Control Affiliates
that do not provide services to the Company, and (d) the custodian
(including sub-custodians).
III. Meetings of the Audit Committee: The Audit Committee shall meet as
often as may be required to discuss the matters set forth in Article
IV. In addition, the Audit Committee should meet separately at least
annually with management and the outside auditors to discuss any
matters that the Audit Committee or any of these persons or firms
believe should be discussed privately. The Audit Committee may request
any officer or employee of the Company or any service provider, outside
counsel to the Company or the independent directors or the Company's
outside auditors to attend a meeting of the Audit Committee or to meet
with any members of, or consultants to, the Audit Committee. Members of
the Audit Committee may participate in a meeting of the Audit Committee
by means of conference call or similar communications equipment by
means of which all persons participating in the meeting can hear each
other.
IV. Duties and Powers of the Audit Committee: To carry out its purposes,
the Audit Committee shall have the following duties and powers:
1. with respect to the outside auditor,
(i) to provide advice to the Board of Directors in selecting,
evaluating or replacing outside auditors;
(ii) to review the fees charged by the outside auditors for audit
and non-audit services;
(iii) to ensure that the outside auditors prepare and deliver
annually a Statement as to Independence (it being understood
that the outside auditors are responsible for the accuracy
and completeness of this Statement), to discuss with the
outside auditors any relationships or services disclosed in
this Statement that may impact the objectivity and
independence of the Company's outside auditors and to
recommend that the Board of Directors take appropriate
action in response to this Statement to satisfy itself of
the outside auditors' independence;
(iv) if applicable, to consider whether the outside auditors'
provision of (a) information technology consulting services
relating to financial information systems design and
implementation and (b) other non-audit services to the
Company, the Company's investment manager, investment
adviser or Manager/Adviser Control Affiliates or the
custodian (including sub-custodians) is compatible with
maintaining the independence of the outside auditors; and
(v) to instruct the outside auditors that the outside auditors
are ultimately accountable to the Board of Directors and
Audit Committee;
2. with respect to financial reporting principles and policies and
related controls and procedures,
(i) to advise management and the outside auditors that they are
expected to provide or cause to be provided to the Audit
Committee a timely analysis of significant financial
reporting issues and practices;
(ii) to consider any reports or communications (and management's
responses thereto) submitted to the Audit Committee by the
outside auditors required by or referred to in SAS 61 (as
codified by AU Section 380), as may be modified or
supplemented, including reports and communications related
to:
A-2
o deficiencies noted in the audit in the design or
operation of related controls;
o consideration of fraud in a financial statement audit;
o detection of illegal acts;
o the outside auditor's responsibility under generally
accepted auditing standards;
o significant accounting policies;
o management judgments and accounting estimates;
o adjustments arising from the audit;
o the responsibility of the outside auditor for other
information in documents containing audited financial
statements;
o disagreements with management;
o consultation by management with other accountants;
o major issues discussed with management prior to retention
of the outside auditor;
o difficulties encountered with management in performing
the audit; and
o the outside auditor's judgments about the quality of the
entity's accounting principles;
(iii) to meet with management and/or the outside auditors:
o to discuss the scope of the annual audit;
o to discuss the audited financial statements;
o to discuss any significant matters arising from any audit
or report or communication referred to in item 2(ii)
above, whether raised by management or the outside
auditors, relating to the Company's financial statements;
o to review the form of opinion the outside auditors
propose to render to the Board of Directors and
stockholders;
o to discuss allocations of expenses between the Company
and other entities;
o to discuss the Company's compliance with Subchapter M of
the Internal Revenue Code of 1986, as amended;
o to discuss with management and the outside auditors their
respective procedures to assess the representativeness of
securities prices provided by external pricing services;
o to discuss with outside auditors their conclusions as to
the reasonableness of procedures employed to determine
the fair value of securities for which readily available
market quotations are not available, management's
adherence to such procedures and the adequacy of
supporting documentation;
o to discuss significant changes to the Company's auditing
and accounting principles, policies, controls, procedures
and practices proposed or contemplated by the outside
auditors or management; and
o to inquire about significant risks and exposures, if any,
and the steps taken to monitor and minimize such risks;
and
(iv) to discuss with the Company's legal advisors any significant
legal matters that may have a material effect on the
financial statements; and
3. with respect to reporting, recommendations and other matters,
(i) to provide advice to the Board of Directors in selecting the
principal accounting officer of the Company;
A-3
(ii) to prepare any report or other disclosures, including any
recommendation of the Audit Committee, required by the rules
of the Securities and Exchange Commission to be included in
the Company's annual proxy statement;
(iii) to review this Charter at least annually and recommend any
changes to the full Board of Directors; and
(iv) to report its activities to the full Board of Directors on a
regular basis and to make such recommendations with respect
to the above and other matters as the Audit Committee may
deem necessary or appropriate.
V. Resources and Authority of the Audit Committee: The Audit Committee
shall have the resources and authority appropriate to discharge its
responsibilities, including the authority to engage outside auditors
for special audits, reviews and other procedures and to retain special
counsel and other experts or consultants.
A-4
PROXY
THE NEW GERMANY FUND, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned stockholder of The New Germany Fund, Inc, a Maryland
corporation (the "Fund"), hereby appoints Richard T. Hale, Robert R. Gambee and
Joseph Cheung, or any of them, as proxies for the undersigned, with full power
of substitution in each of them, to attend the Annual Meeting of the
Stockholders of the Fund to be held at 3:30 P.M., New York time, on June 24,
2003 at the offices of Deutsche Bank Securities Inc., 31 West 52nd Street, Fifth
Floor Auditorium, New York, New York 10019, and any adjournment or postponement
thereof, to cast on behalf of the undersigned all votes that the undersigned is
entitled to cast at such meeting and otherwise to represent the undersigned at
the meeting with all powers possessed by the undersigned if personally present
at the meeting. The undersigned hereby acknowledges receipt of the Notice of the
Annual Meeting of Stockholders and of the accompanying Proxy Statement and
revokes any proxy heretofore given with respect to such meeting.
THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST AS
INSTRUCTED BELOW. IF THIS PROXY IS EXECUTED BUT NO INSTRUCTION IS GIVEN, THE
VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST "FOR" EACH OF THE
NOMINEES FOR DIRECTOR, "FOR" PROPOSAL 2, AS DESCRIBED IN THE PROXY STATEMENT AND
IN THE DISCRETION OF THE PROXY HOLDER ON ANY OTHER MATTER THAT MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE NOMINEES
1. For each of the nominees Withhold Authority For all nominees except as
for director listed below. as to all listed nominees. marked to the contrary below.
(Instructions: To withhold authority for any individual nominee,
strike a line through the nominee's name in the list below.)
Dr. Franz Wilhelm Hopp
Ernst Ulrich Matz
Frank Tromel
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSAL 2
2. To ratify the appointment by the Board of Directors of
PricewaterhouseCoopers LLP as independent accountants for the fiscal
year ending December 31, 2003
For Against Abstain
3. To vote and otherwise represent the undersigned on any other matter
that may properly come before the meeting or any adjournment or
postponement thereof in the discretion of the Proxy holder.
Please sign here exactly as name appears on the records of the Fund and
date. If the shares are held jointly, each holder should sign. When signing as
an attorney, executor, administrator, trustee, guardian, officer of a
corporation or other entity or in another representative capacity, please give
the full title under signature(s).
---------------------------------------
Signature
---------------------------------------
Signature, if held jointly
---------------------------------------
Dated: _______________, 2003
-2-