UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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[ ] | | Preliminary Proxy Statement |
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[ ] | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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[X] | | Definitive Proxy Statement |
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[ ] | | Definitive Additional Materials |
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[ ] | | Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2. |
DWS Global Commodities Stock Fund, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] | | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12. |
| (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: |
[ ] | | Fee paid previously with preliminary materials. |
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[ ] | | 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.: |
345 Park Avenue
New York, New York 10154
(800) 349-4281
September 2, 2008
DWS Global Commodities Stock Fund, Inc.
To the Stockholders:
The Annual Meeting of Stockholders of DWS Global Commodities Stock Fund, Inc. (the “Fund”) is to be held at 10:30 a.m. Eastern time, on Monday, October 13, 2008 at the New York Marriott East Side, 525 Lexington Avenue, New York, New York 10017. Stockholders who are unable to attend the meeting of the Fund are strongly encouraged to submit a proxy, which is customary in corporate meetings of this kind. A Notice of Annual Meeting of Stockholders, a Proxy Statement regarding the Annual Meeting, a white proxy card for your vote at the Annual Meeting and a postage prepaid envelope in which to return your proxy are enclosed. You may instead authorize a proxy by touch-tone telephone or through the Internet, as explained on your proxy card.
At the Annual Meeting, the stockholders of the Fund will elect the Fund’s Directors as set forth in the Notice of Annual Meeting of Stockholders and as explained in the Proxy Statement. There will also be an opportunity to discuss matters of interest to you as a stockholder.
Your vote at this year’s meeting is particularly important to all stockholders of the Fund because of the possible nomination by a dissident stockholder of a separate slate of nominees.The Fund’s Board of Directors unanimously recommends that you vote for the election of the Board’s five nominees listed on the enclosed WHITE proxy card. The Directors believe that the Board’s nominees will best serve the best interests of the Fund and stockholders.
Thank you for your response and for your continued investment.
Respectfully,
John W. Ballantine
Henry P. Becton, Jr.
Dawn-Marie Driscoll
Keith R. Fox
Paul K. Freeman
Kenneth C. Froewiss
Richard J. Herring
William McClayton
Rebecca W. Rimel
Axel Schwarzer
William N. Searcy, Jr.
Jean Gleason Stromberg
Robert H. Wadsworth
A WHITE PROXY CARD IS ENCLOSED. STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE ANNUAL MEETING FOR THE FUND ARE URGED TO SIGN THE WHITE PROXY CARD (UNLESS AUTHORIZING THEIR PROXIES BY TOUCH-TONE TELEPHONE OR THROUGH THE INTERNET) AND MAIL IT IN THE ENCLOSED POSTAGE PREPAID ENVELOPE SO AS TO ENSURE A QUORUM AT THE ANNUAL MEETING. THIS IS IMPORTANT WHETHER YOU OWN FEW OR MANY SHARES. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT GEORGESON, INC., THE FUND’S PROXY SOLICITOR, AT 1-800-905-7281.
DWS GLOBAL COMMODITIES STOCK FUND, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Please take notice that the Annual Meeting of Stockholders of DWS Global Commodities Stock Fund, Inc., a Maryland corporation (the “Fund”), will be held at the New York Marriott East Side, 525 Lexington Avenue, New York, New York 10017, on Monday, October 13, 2008 at 10:30 a.m. Eastern time, for the following purpose:
MATTER TO BE VOTED ON BY ALL STOCKHOLDERS:
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Proposal: | To consider and vote upon the election of Messrs. Paul K. Freeman, William McClayton, William N. Searcy, Jr. and Robert H. Wadsworth and Ms. Rebecca W. Rimel as Class III Directors of the Fund, each to serve until the 2011 annual meeting of stockholders and until his or her respective successor is duly elected and qualifies. |
The appointed proxies will vote in their discretion on any other business that may properly come before the Annual Meeting or any postponements or adjournments thereof. Holders of record of shares of the Fund at the close of business on August 26, 2008 are entitled to notice of and to vote at the Annual Meeting of the Fund and any postponements or adjournments thereof.
Your vote at this year’s meeting is particularly important to all stockholders of the Fund because of the possible nomination by a dissident stockholder of a separate slate of nominees. The Fund’s Board of Directors unanimously recommends that you vote for the election of the Board’s five nominees listed on the enclosed WHITE proxy card. The Directors believe that the Board’s nominees will best serve the interests of the Fund and stockholders.
By order of the Board of Directors,
John Millette,
Secretary
September 2, 2008
IMPORTANT — We urge you to sign and date the enclosed WHITE proxy card (unless you are authorizing your proxy by touch-tone telephone or through the Internet) and return it in the enclosed addressed envelope, which requires no postage and is intended for your convenience. Your prompt return of the enclosed white proxy card may save the Fund the necessity and expense of further solicitations to ensure a quorum at the Annual Meeting. Instructions for signing the proxy card are listed in Appendix A of this proxy statement.Please do not sign any gold or other color proxy card that may be provided by the dissident shareholder. Alternatively, you can authorize your proxy by touch-tone telephone or through the Internet by following the directions on the enclosed proxy card. If you can attend the Annual Meeting and wish to vote your shares in person at that time, you will be able to do so. If you have any questions, please contact Georgeson, Inc., the Fund’s proxy solicitor, at 1-800-905-7281.
DWS Global Commodities Stock Fund, Inc.
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of DWS Global Commodities Stock Fund, Inc., a Maryland corporation (the “Fund”), for exercise at the Annual Meeting of Stockholders of the Fund, to be held at the New York Marriott East Side, 525 Lexington Avenue, New York, New York 10017, on Monday, October 13, 2008 at 10:30 a.m. Eastern time, and at any postponements or adjournments thereof (the “Meeting”).
This Proxy Statement, the Notice of Annual Meeting of Stockholders and the enclosed white proxy card are first being mailed to stockholders on or about September 2, 2008, or as soon as practicable thereafter. Any stockholder giving a proxy has the power to revoke it prior to its exercise 1) in person at the Meeting or 2) by submitting a notice of revocation by mail (addressed to the Secretary at One Beacon Street, Boston, Massachusetts 02108) to the Fund. Any stockholder giving a proxy may also revoke it by executing or authorizing a later-dated proxy by mail, touch-tone telephone or via the Internet. 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 the proposal referred to in this Proxy Statement. Also, all votes entitled to be cast will be cast in the proxies’ discretion on any other matters as may properly come before the Meeting.
The presence at the 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,” if any, 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 authority to vote on a particular matter. Accordingly, stockholders are urged to forward their voting instructions promptly.
The election of a Director of the Fund requires the affirmative vote of a majority of the shares of the Fund’s stock outstanding and entitled to vote thereon. Abstentions and broker non-votes, if any, will have the effect of a vote against the election of a Director.
Holders of record of shares of the Fund at the close of business on August 26, 2008 (the “Record Date”) will be entitled to one vote per share on each matter as to which they are entitled to vote at the Meeting and at any postponements or adjournments thereof.
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On the Record Date, the following number of shares were issued and outstanding for the Fund:
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| | Issued and
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Shares | | Outstanding | |
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Common Stock | | | 19,091,808.26 | |
The Fund provides periodic reports to all stockholders which highlight relevant information, including investment results and a review of portfolio changes. You may request an additional copy of the annual report for the Fund for the fiscal year ended June 30, 2008 and the semi-annual report for the fiscal period ended December 31, 2007 without charge, by calling800-349-4281, writing to the Fund at 345 Park Avenue, New York, New York 10154, or visiting the Fund’s website atwww.dws-investments.com.
PROPOSAL: ELECTION OF DIRECTORS
Prior to April 1, 2008, the business and affairs of substantially all DWS open-end funds and most DWS closed-end funds were overseen by one of two boards of directors (the “Boards”). Each Board, including the Board that has historically overseen the Fund (the “New York Board”), determined that the formation of a single consolidated Board overseeing the DWS funds is in the best interests of the funds and their stockholders. In this connection, each Board approved and implemented a plan to consolidate the New York Board with the other primary DWS fund board (the “Chicago Board”). (The geographic references in the preceding sentences merely indicate where each Board historically held most of its meetings.)
The consolidation of the two Boards took effect on April 1, 2008. In the case of the Fund, the consolidation was accomplished by electing four individuals (John W. Ballantine, Paul K. Freeman, William McClayton and Robert H. Wadsworth) who had served on the Chicago Board to serve on the Fund’s Board. Effective as of the same date, three members of the New York Board (Martin J. Gruber, Graham E. Jones and Carl W. Vogt) resigned from the Fund’s Board.
As a result of the changes discussed above, if shareholders of the Fund elect the proposed slate of nominees set forth below, the four Chicago Board members and eight New York Board members (each of whom is an Independent Director), together with Axel Schwarzer, CEO of DWS Investments, will constitute the Board of substantially all DWS funds (136 funds), including the Fund.
The Fund has received notice from a dissident stockholder of that stockholder’s intent to nominate a separate slate of individuals for election to the Board at the Meeting. As of the date of this Proxy Statement, the dissident shareholder has completed a preliminary filing of a proxy statement with the SEC with respect to the Meeting, and it is possible
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that the dissident stockholder will prepare and mail proxy materials to solicit your vote in favor of the alternate nominees. As discussed more fully below, the Nominating and Governance Committee of the Board has decided not to recommend to the Board that the individuals named in the dissident stockholder’s notice be nominated by the Board.
The Board’s Nominating and Governance Committee is responsible for evaluating candidates for membership on the Board and recommending a proposed slate of nominees for consideration by the full Board. In determining to recommend the re-election of current directors of the Fund, the Committee considered the cost and operational efficiencies realized by having a single consolidated board oversee substantially all DWS funds. The Committee also considered the qualifications of the candidates proposed to be nominated by the dissident stockholder and the likelihood that the dissident stockholder and his nominees may not share the interests of other long-term investors in the Fund. The Fund’s Board concluded that re-election of the current Board members whose terms expire at the upcoming meeting is in the best interests of the Fund and its stockholders because they will fairly and objectively consider the interests of all stockholders in determining the future direction of the Fund, including the interests of those stockholders who have purchased Fund shares seeking a long-term investment opportunity in the commodities sector and the special advantages provided by the closed-end fund structure.The Board unanimously recommends that stockholders vote for the election of the Board’s nominees.
Persons named as proxies on the accompanying white proxy card intend, in the absence of contrary instructions with respect to the holders of common stock of the Fund, to vote all proxies “FOR” the election of the five Board nominees indicated in the Proposal and listed in “Information Concerning Nominees” as Class III Directors of the Fund. Each of the Board’s five nominees currently serves as a Director of the Fund and of other funds in the DWS fund complex. If elected, Messrs. Freeman, McClayton, Searcy and Wadsworth and Ms. Rimel will each serve until the 2011 annual meeting of stockholders and until his or her respective successor is duly elected and qualifies or until he or she retires or resigns.
All of the Board’s 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 of the Fund to replace any such nominee.
Information Concerning the Board’s Nominees
The following table sets forth certain information concerning each of the Board’s nominees for Director of the Fund. Each of the nominees is now a Class III Director of the Fund. Unless otherwise noted, each of the
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nominees has engaged in the principal occupation listed in the following table for the past 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 in the following table.
Class III — Independent Directors*/Nominees to serve until 2011 Annual Meeting of Stockholders:
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| | | | | | Range of Equity
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| | Complex
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| | Business Experience and
| | Equity
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Name and
| | Directorships During the
| | Securities in
| | Fund
| | Director/
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Year of Birth(1) | | Past 5 Years | | the Fund(2) | | Complex(2) | | Nominee(4) |
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Paul K. Freeman (1950) | | Consultant, World Bank/Inter-American Development Bank; formerly, Project Leader, International Institute for Applied Systems Analysis (1998-2001); Chief Executive Officer, The Eric Group, Inc. (environmental insurance)(1986-1998) | | None | | Over $100,000 | | Board Member since 1993, Vice Chair-person since 2008; Funds Overseen: 133. |
William McClayton (1944) | | Managing Director, Diamond Management & Technology Consultants, Inc. (global management consulting firm) (2001-present); Directorship: Board of Managers, YMCA of Metropolitan Chicago; formerly, Senior Partner, Arthur Andersen LLP (accounting)(1966-2001); Trustee, Ravinia Festival | | None | | Over $100,000 | | Board Member since 2004; Funds Overseen: 133. |
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| | | | | | | | Position with
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| | | | | | | | Length of Time
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| | | | | | Range of Equity
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| | | | | | Securities in All
| | Funds in
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| | | | Dollar
| | Funds Overseen
| | Fund
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| | | | Range of
| | by Director/
| | Complex
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| | Business Experience and
| | Equity
| | Nominee in
| | Overseen by
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Name and
| | Directorships During the
| | Securities in
| | Fund
| | Director/
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Year of Birth(1) | | Past 5 Years | | the Fund(2) | | Complex(2) | | Nominee(4) |
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Rebecca W. Rimel (1951) | | President and Chief Executive Officer, The Pew Charitable Trusts (charitable organization) (1994 to present); Trustee, Thomas Jefferson Foundation (charitable organization) (1994 to present); Trustee, Executive Committee, Philadelphia Chamber of Commerce (2001- 2007); Trustee, Pro Publica (charitable organization) (2007 to present); formerly, Executive Vice President, The Glenmede Trust Company (investment trust and wealth management) (1983-2004); Board Member, Investor Education (charitable organization)(2004-2005); Director, Viasys Health Care (January 2007-June 2007) | | $1 — $10,000 | | Over $100,000 | | Board Member since 1995; Funds Overseen: 133. |
William N. Searcy, Jr. (1946) | | Private investor since October 2003; Trustee of 8 open-end mutual funds managed by Sun Capital Advisers, Inc. (since October 1998); formerly, Pension & Savings Trust Officer, Sprint Corporation (telecommunications) (November 1989-September 2003) | | None | | Over $100,000 | | Board Member since 1993; Funds Overseen: 133. |
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| | | | | | | | Length of Time
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| | | | | | Range of Equity
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| | | | | | Securities in All
| | Funds in
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| | | | Dollar
| | Funds Overseen
| | Fund
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| | by Director/
| | Complex
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| | Business Experience and
| | Equity
| | Nominee in
| | Overseen by
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Name and
| | Directorships During the
| | Securities in
| | Fund
| | Director/
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Year of Birth(1) | | Past 5 Years | | the Fund(2) | | Complex(2) | | Nominee(4) |
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Robert H. Wadsworth (1940) | | President, Robert H. Wadsworth & Associates, Inc. (consulting firm) (1983 to present); Director, The Phoenix Boys Choir Association. | | $10,000 — $50,000 | | Over $100,000 | | Board Member since 1999; Funds Overseen: 136. |
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* | | Director who is not an “interested person” of the Fund, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”). |
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(1) | | The mailing address of each Director who is not an “interested person” of the Fund with respect to Fund operations isc/o Chairperson, P.O. Box 100176, Cape Coral, FL 33904. |
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(2) | | The dollar ranges are: None, $1 — $10,000, $10,001 — $50,000, $50,001 — $100,000, over $100,000. All fund holdings information is as of August 26, 2008. |
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(3) | | Indicates the year in which the Director joined the Board of one or more DWS funds. |
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(4) | | The total number of funds in the Fund Complex is 136. |
Information Concerning Continuing Directors
The Board of Directors for the Fund is divided into three classes. The terms of Classes I and II Directors do not expire this year. The following table sets forth certain information regarding the Directors in such classes. Unless otherwise noted, each Director has engaged in the principal occupation listed in the following table for more than five years, but not necessarily in the same capacity.
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Class I — Continuing Independent Directors* to serve until 2009
Annual Meeting of Stockholders:
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| | | | | | | | Position with
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| | | | | | Aggregate Dollar
| | Length of
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| | | | | | Range of Equity
| | Time Served(3),
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| | | | | | Securities in all
| | Number of
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| | Funds Overseen
| | Funds in
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| | Business Experience and
| | of Equity
| | by Director
| | Fund Complex
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Name and
| | Directorships During the
| | Securities in
| | in Fund
| | Overseen
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Year of Birth(1) | | Past 5 Years | | the Fund(2) | | Complex(2) | | by Director(4) |
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John W. Ballantine (1946) | | Retired; formerly, Executive Vice President and Chief Risk Management Officer, First Chicago NBD Corporation/The First National Bank of Chicago (1996-1998); Executive Vice President and Head of International Banking(1995-1996); Directorships: Healthways Inc. (provider of disease and care management services); Portland General Electric (utility company); Stockwell Capital Investments PLC (private equity); former Directorships: First Oak Brook Bancshares, Inc. and Oak Brook Bank | | None | | Over $100,000 | | Board Member since 1999; Funds Overseen: 133. |
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Henry P. Becton, Jr. (1943) | | Vice Chair, WGBH Educational Foundation; Directorships: Association of Public Television Stations; Becton Dickinson and Company (medical technology company); Belo Corporation (media company); Boston Museum of Science; Public Radio International; former Directorships: American Public Television; Concord Academy; New England Aquarium; Mass. Corporation for Educational Telecommunications; Committee for Economic Development; Public Broadcasting Service | | $10,001 — $50,000 | | Over $100,000 | | Board Member since 1990; Funds Overseen: 133. |
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| | | | | | | | Position with
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| | | | | | Aggregate Dollar
| | Length of
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| | | | | | Range of Equity
| | Time Served(3),
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| | | | | | Securities in all
| | Number of
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| | | | Dollar Range
| | Funds Overseen
| | Funds in
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| | Business Experience and
| | of Equity
| | by Director
| | Fund Complex
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Name and
| | Directorships During the
| | Securities in
| | in Fund
| | Overseen
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Year of Birth(1) | | Past 5 Years | | the Fund(2) | | Complex(2) | | by Director(4) |
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Dawn-Marie Driscoll (1946) | | President, Driscoll Associates (consulting firm); Executive Fellow, Center for Business Ethics, Bentley College; formerly, Partner, Palmer & Dodge(1988-1990); Vice President of Corporate Affairs and General Counsel, Filene’s (1978-1988). Directorships: Trustee of 8 open-end mutual funds managed by Sun Capital Advisers, Inc. (since 2007); Director of ICI Mutual Insurance Company (since 2007); Advisory Board, Center for Business Ethics, Bentley College; Trustee, Southwest Florida Community Foundation (charitable organization); former Directorships: Investment Company Institute (audit, executive, nominating committees) and Independent Directors Council (governance, executive committees) | | $1 — $10,000 | | Over $100,000 | | Board Member since 1987, Chairperson since 2004; Funds Overseen: 133. |
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Class I — Continuing Interested Director** to serve until 2009 Annual Meeting of Stockholders:
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| | | | | | | | Position with
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| | | | | | | | DWS Funds &
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| | | | | | Aggregate Dollar
| | Length of
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| | | | | | Range of Equity
| | Time Served(3),
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| | | | | | Securities in All
| | Number of
|
| | | | Dollar Range
| | Funds Overseen
| | Funds in Fund
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| | Business Experience and
| | of Equity
| | by Director
| | Complex
|
Name and
| | Directorships During the
| | Securities in
| | in Fund
| | Overseen
|
Year of Birth(1) | | Past 5 Years | | the Fund(2) | | Complex(2) | | by Director(4) |
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Axel Schwarzer (1958) | | Managing Director#, Deutsche Asset Management; Head of Deutsche Asset Management Americas; CEO of DWS Investments; formerly, board member of DWS Investments, Germany (1999-2005); formerly, Head of Sales and Product Management for the Retail and Private Banking Division of Deutsche Bank in Germany (1997-1999); various strategic and operational positions for Deutsche Bank Germany Retail and Private Banking Division in the field of investment funds, tax driven instruments and asset management for corporates (1989-1996) | | None | | Over $100,000 | | Board Member since 2006; Funds Overseen: 133. |
| | |
** | | Mr. Schwarzer is a senior executive officer of Deutsche Asset Management and is an “interested person” of the Fund, as defined in Section 2(a)(19) of the 1940 Act. Mr. Schwarzer’s mailing address isc/o Deutsche Investment Management Americas Inc., 345 Park Avenue, New York, NY 10154. |
|
# | | Executive title, not a board directorship. |
Class II — Independent Directors* to serve until 2010 Annual Meeting of Stockholders:
| | | | | | | | |
| | | | | | | | Position with
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| | | | | | | | DWS Funds &
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| | | | | | | | Length of
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| | | | | | Aggregate Dollar
| | Time Served(3),
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| | | | | | Range of Equity
| | Number of
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| | | | | | Securities in all
| | Funds in
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| | | | Dollar Range
| | Funds Overseen
| | Fund
|
| | Business Experience and
| | of Equity
| | by Director
| | Complex
|
Name and
| | Directorships During the
| | Securities in
| | in Fund
| | Overseen
|
Year of Birth(1) | | Past 5 Years | | the Fund(2) | | Complex(2) | | by Director(4) |
|
Keith R. Fox (1954) | | Managing General Partner, Exeter Capital Partners (a series of private equity funds); Directorships: Progressive Holding Corporation (kitchen goods importer and distributor); Natural History, Inc. (magazine publisher); Box Top Media Inc. (advertising); The Kennel Shop (retailer) | | None | | Over $100,000 | | Board Member since 1996; Funds Overseen: 133. |
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| | | | | | | | |
| | | | | | | | Position with
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| | | | | | | | DWS Funds &
|
| | | | | | | | Length of
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| | | | | | Aggregate Dollar
| | Time Served(3),
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| | | | | | Range of Equity
| | Number of
|
| | | | | | Securities in all
| | Funds in
|
| | | | Dollar Range
| | Funds Overseen
| | Fund
|
| | Business Experience and
| | of Equity
| | by Director
| | Complex
|
Name and
| | Directorships During the
| | Securities in
| | in Fund
| | Overseen
|
Year of Birth(1) | | Past 5 Years | | the Fund(2) | | Complex(2) | | by Director(4) |
|
Kenneth C. Froewiss (1945) | | Clinical Professor of Finance, NYU Stern School of Business(1997-present); Member, Finance Committee, Association for Asian Studies (2002-present); Director, Mitsui Sumitomo Insurance Group (US)(2004-present); prior thereto, Managing Director, J.P. Morgan (investment banking firm) (until 1996) | | $10,001 — $50,000 | | Over $100,000 | | Board Member since 2001; Funds Overseen: 133. |
Richard J. Herring (1946) | | Jacob Safra Professor of International Banking and Professor, Finance Department, The Wharton School, University of Pennsylvania (since July 1972); Co-Director, Wharton Financial Institutions Center (since July 2000); Director, Japan Equity Fund, Inc. (since September 2007), Thai Capital Fund, Inc. (since September 2007), Singapore Fund, Inc. (since September 2007); formerly, Vice Dean and Director, Wharton Undergraduate Division (July 1995-June 2000); Director, Lauder Institute of International Management Studies (July 2000-June 2006) | | $10,001 — $50,000 | | Over $100,000 | | Board Member since 1990; Funds Overseen: 133. |
Jean Gleason Stromberg (1943) | | Retired; formerly, Consultant (1997-2001); Director, US Government Accountability Office (1996-1997); Partner, Fulbright & Jaworski, L.L.P. (law firm)(1978-1996); Directorships: The William and Flora Hewlett Foundation; Service Source, Inc; former Directorships: Mutual Fund Directors Forum (2002-2004), American Bar Retirement Association (funding vehicle for retirement plans) (1987-1990 and 1994-1996) | | None | | Over $100,000 | | Board Member since 1997; Funds Overseen: 133. |
| | |
* | | Director who is not an “interested person” of the Fund, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”). |
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| | |
(1) | | The mailing address of each Director who is not an “interested person” of the Fund with respect to Fund operations isc/o Chairperson, P.O. Box 100176, Cape Coral, FL 33904. |
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(2) | | The dollar ranges are: None, $1 — $10,000, $10,001 — $50,000, $50,001 — $100,000, over $100,000. All fund holdings information is as of August 25, 2008. |
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(3) | | Indicates the year in which the Director joined the Board of one or more DWS funds. |
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(4) | | The total number of funds in the Fund Complex is 136. |
Required Vote
The election of a Class III Director under the Proposal requires the affirmative vote of the holders of a majority of the Fund’s shares of common stock outstanding and entitled to vote thereon.The Board of Directors of the Fund recommends that stockholders vote “FOR” the Board’s nominees.
Section 16(a) Beneficial Ownership Reporting Compliance and Share Ownership
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 and Directors, investment manager, investment advisor, affiliates of the fund’s investment manager and investment advisor, and persons who beneficially own more than ten percent of a registered class of the fund’s outstanding securities (“Reporting Persons”) to file reports of ownership of the fund’s securities and changes in such ownership with the Securities and Exchange Commission (the “SEC”). Such persons are required by SEC regulations to furnish the fund with copies of all such filings.
Based on a review of reports filed by the Fund’s Directors and officers, Deutsche Investment Management Americas Inc. (“DIMA or the “Investment Manager”), officers and directors of the Investment Manager, affiliated persons of the Investment Manager and beneficial holders of 10% or more of the Fund’s outstanding stock, and written representations by the Reporting Persons that no year-end reports were required for such persons, all filings required for the fiscal year ended June 30, 2008 were timely.
As of the Record Date, six Directors of the Fund, Ms. Rimel, Ms. Driscoll and Messrs. Becton, Froewiss, Herring and Wadsworth owned, respectively, 175, 288, 500, 1,000, 1,000 and 2,000 shares of common stock of the Fund, representing less than 1% of the outstanding shares of the Fund’s common stock. No other Director owned shares of the Fund.
To the knowledge of the Fund, as of August 26, 2008, no stockholder or “group,” as that term is defined in Section 13(d) of the Securities Exchange Act of 1934, owned beneficially more than 5% of any class of the Fund’s outstanding shares, except as noted below:
| | | | | | | | | | |
Shares class | | Name and address | | Shares owned | | | % ownership | |
|
Common stock | | Western Investment LLC 7050 S. Union Park Center Midvale, UT 84047 | | | 2,269,353 | | | | 11.29 | % |
11
Board Meetings — Committees of the Board of Directors
The Board of Directors of the Fund met nine times during the fiscal year ended June 30, 2008. Each Director attended at least 75% of all meetings of the Board of Directors and of all meetings of committees of the Board on which he or she served as a regular member. The Board Governance Policies and the Code of Ethics applicable to the Fund’s Board are available on the Fund’s website (www.dws-investments.com), and a copy of each document is available, without charge, by calling800-349-4281.
The Board has established the following standing committees: Audit Committee, Nominating and Governance Committee, Contract Committee, Equity Oversight Committee, Fixed Income and Quant Oversight Committee, Marketing and Shareholder Services Committee and Operations Committee (which includes a Valuation Subcommittee). While the Board does not have a compensation committee, the Nominating and Governance Committee reviews compensation matters. For each committee, the Board has adopted a written charter setting forth the committee’s responsibilities, which are described below.
Audit Committee: The Audit Committee, which consists entirely of Independent Board Members, assists the Board in fulfilling its responsibility for oversight of (1) the integrity of the financial statements, (2) the Fund’s accounting and financial reporting policies and procedures, (3) the Fund’s compliance with legal and regulatory requirements related to accounting and financial reporting and (4) the qualifications, independence and performance of the independent registered public accounting firm for the Fund. It also approves and recommends to the Board the appointment, retention or termination of the independent registered public accounting firm for the Fund, reviews the scope of audit and internal controls, considers and reports to the Board on matters relating to the Fund’s accounting and financial reporting practices, and performs such other tasks as the full Board deems necessary or appropriate. The Audit Committee receives annual representations from the independent registered public accounting firm as to its independence. The independent public accounting firm also advised the Audit Committee that it had identified two matters that it determined to be inconsistent with the SEC’s auditor independence rules. The independent public accounting firm described these matters to the Audit Committee and noted that these matters could have constituted an investment in an audit client in violation ofRule 2-01(c)(1) ofRegulation S-X. The independent public accounting firm advised the Audit Committee that it believes its independence had not been impacted as it related to the audits of the Fund. The members of the Audit Committee are William McClayton (Chair), Kenneth C. Froewiss (Vice Chair), John W. Ballantine, Henry P. Becton, Jr., Keith R. Fox and William N. Searcy, Jr. During the fiscal year ended June 30, 2008, the Fund’s Audit Committee held six meetings. A current copy of the Fund’s
12
Audit Committee Charter is available on the Fund’s website (www.dws-investments.com), and a copy of the charter is available, without charge, by calling800-349-4281.
The Board selected PricewaterhouseCoopers LLP (“PwC”) to act as independent registered public accounting firm for the Fund for the fiscal year ended June 30, 2007 and the fiscal year ended June 30, 2008. The Fund’s financial statements for the fiscal year ended June 30, 2008 were audited by PwC. The following table sets forth the aggregate fees billed for professional services rendered by PwC to the Fund during the two most recent fiscal years:
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Audit-
| | All
|
| | | | Audit
| | Tax
| | Related
| | Other
|
Fund | | Fiscal Year Ended | | Fees | | Fees | | Fees | | Fees |
|
DWS Global Commodities Stock Fund | | | June 30, 2007 | | | $ | 60,000 | | | $ | 0 | | | $ | 128 | | | $ | 0 | |
| | | June 30, 2008 | | | $ | 62,000 | | | $ | 0 | | | $ | 0 | | | $ | 0 | |
The fees disclosed under the “Audit-Related Fees” were the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Fund’s financial statements and are not reported under “Audit Fees” and specifically include fees foragreed-upon procedures performed by PwC. “All Other Fees” represents fees for products and services other than “Audit Fees” and “Audit-Related Fees.”
The following table shows the aggregate amount of fees that PwC billed during the Fund’s last two fiscal years for non-audit services rendered to the Fund, DIMA and any entity controlling, controlled by or under common control with DIMA that provides ongoing services to the Fund (the “Affiliated Service Providers”).
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Total Non-Audit
| | | | | | | |
| | | | | | | | Fees Billed to
| | | | | | | |
| | | | | | | | Investment Manager
| | | | | | | |
| | | | | | | | and Affiliated Fund
| | | Total Non-Audit
| | | | |
| | | | | | | | Service Providers
| | | Fees Billed to
| | | | |
| | | | | | | | (engagements
| | | Investment
| | | | |
| | | | | | | | related directly to
| | | Manager and
| | | | |
| | | | | Total
| | | the operations
| | | Affiliated Fund
| | | | |
| | | | | Non-Audit
| | | and financial
| | | Service Providers
| | | | |
| | Fiscal Year
| | | Fees Billed
| | | reporting of
| | | (all other
| | | Total of
| |
| | Ended
| | | to Fund
| | | the Fund)
| | | engagements)
| | | (A), (B)
| |
| | June 30 | | | (A) | | | (B) | | | (C) | | | and (C) | |
|
DWS Global Commodities Stock Fund | | | 2007 | | | $ | 0 | | | $ | 16,250 | | | $ | 0 | | | $ | 16,250 | |
| | | 2008 | | | $ | 0 | | | $ | 44,000 | | | $ | 600,000 | | | $ | 644,000 | |
The Audit Committee approved in advance all audit services and non-audit services that PwC provided to the Fund, DIMA and any Affiliated Service Provider that related directly to the Fund’s operations and financial reporting.
In accordance with pre-approval procedures approved by the Audit Committee, the engagement of an independent registered public
13
accounting firm to provide audit or non-audit services to the Fund is required to be approved by the Fund’s Audit Committee or by the Audit Committee Chairman prior to the commencement of any such engagement. Further, the independent registered public accounting firm is required to report to the Audit Committee at each of its regular meetings all Fund services initiated since the last report was rendered, including a general description of the services and projected fees, and the means by which such Fund Services were approved by the Committee.
Pursuant to “Procedures for Engagement of Independent Auditors for Audit and Non-Audit Services,” approved by the Fund’s Board of Directors, pre-approval procedures for the engagement of the independent registered public accounting firm to provide any Fund services or any Fund-related services are as follows: (1) a written request addressed to the Audit Committee is prepared detailing the proposed engagement with an explanation as to why the work is proposed to be performed by the independent registered public accounting firm and (2) if time reasonably permits, the request is included in the meeting materials for the upcoming Committee meeting where the Committee will discuss the proposed engagement and approve or deny the request. Should the request require more immediate action, the written request will bee-mailed, faxed or otherwise delivered to the Audit Committee, followed by a telephone call to the Chair of the Audit Committee. The Chair of the Audit Committee may approve or deny the request on behalf of the Audit Committee, or, in the Chair’s discretion, determine to call a special meeting of the Audit Committee for the purpose of considering the proposal. Should the Chair be unavailable, any other member of the Audit Committee may serve as an alternate for the purpose of approving or denying the request.
The Audit Committee for the Fund requested and received information from PwC about any non-audit services that PwC rendered during the Fund’s last fiscal year to DIMA and any Affiliated Service Provider. The Committee considered this in evaluating PwC’s independence. The Fund’s Audit Committee gave careful consideration to the non-audit related services provided by PwC to: (1) the Fund, (2) DIMA and (3) entities controlling, controlled by or under common control with DIMA that provide ongoing services to the Fund. Based in part on certain representations and information provided by PwC, the Audit Committee determined that the provision of these services was compatible with maintaining PwC’s independence.
Representatives of PwC are not expected to be present at the Meeting, but have been given the opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
14
Audit Committee Report for DWS Global Commodities Stock Fund
The Audit Committee of DWS Global Commodities Stock Fund has provided the following report for the Fund:
In connection with the audited financial statements as of and for the year ended June 30, 2008 included in the Fund’s Annual Report (the “Annual Report”), at a meeting held on August 20, 2008, the Audit Committee considered and discussed the audited financial statements with management and the independent registered public accounting firm, and discussed the audit of such financial statements with the independent registered public accounting firm. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61 (Communications with Audit Committees). The independent registered public accounting firm provided to the Committee the written disclosure and the letter required by Independent Standards Board Standard No. 1 (Independence Discussions with Audit Committees) and the Audit Committee discussed with representatives of the independent registered public accounting firm their firm’s independence.
The members of the Audit Committee of the Board of Directors are not professionally engaged in the practice of auditing or accounting and are not employed by the Fund for accounting, financial management or internal control. Moreover, the Audit Committee relies on and makes no independent verification of the facts presented to it or representations made by management or the independent registered public accounting firm. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or policies, or internal controls and procedures, designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions referred to above do not provide assurance that the audit of the Fund’s financial statements has been carried out in accordance with generally accepted auditing standards or that the financial statements are presented in accordance with generally accepted accounting principles.
Based on its consideration of the audited financial statements and the discussions referred to above with management and the independent registered public accounting firm and subject to the limitation on the responsibilities and role of the Audit Committee set forth in the Charter and those discussed above, the Audit Committee of the Fund recommended to the Board of Directors of the Fund that the audited financial statements be included in the Fund’s Annual Report.
15
Submitted by the Audit Committee of the Fund’s Board of Directors: William McClayton, Kenneth C. Froewiss, John W. Ballantine, Henry P. Becton, Jr., Keith R. Fox and William N. Searcy, Jr.
Nominating and Governance Committee: The Nominating and Governance Committee, which consists entirely of Independent Board Members, recommends individuals for membership on the Board, nominates officers, board and committee chairs, vice chairs and committee members, reviews Board compensation matters and oversees the operations of the Board. The Nominating and Governance Committee also reviews recommendations by shareholders for candidates for Board positions. Shareholders may recommend candidates for Board positions by forwarding their correspondence by US mail or courier service to Dawn-Marie Driscoll, P.O. Box 100176, Cape Coral, FL 33904. The members of the Nominating and Governance Committee are Henry P. Becton, Jr. (Chair), Rebecca W. Rimel (Vice Chair), Paul K. Freeman and William McClayton. During the fiscal year ended June 30, 2008, the Nominating and Governance Committee of the Fund’s Board held three meetings. A current copy of the Fund’s Nominating and Governance Committee Charter is available on the Fund’s website (www.dws-investments.com), and a copy of the charter is available, without charge, by calling800-349-4281.
Contract Committee: The Contract Committee, which consists entirely of Independent Board Members, reviews at least annually, (a) the Fund’s financial arrangements with DIMA and its affiliates, and (b) the Fund’s expense ratios. The members of the Contract Committee are Robert H. Wadsworth (Chair), Keith R. Fox (Vice Chair), Henry P. Becton, Jr., Richard J. Herring, William McClayton and Jean Gleason Stromberg. The Contract Committee was formed as of April 1, 2008 and held one meeting during the fiscal year ended June 30, 2008.
Equity Oversight Committee: The Equity Oversight Committee reviews the investment operations of those funds that primarily invest in equity securities (except for those funds managed by a quantitative investment team). The members of the Equity Oversight Committee are John W. Ballantine (Chair), William McClayton (Vice Chair), Henry P. Becton, Jr., Keith R. Fox, Richard J. Herring and Rebecca W. Rimel. During the fiscal year ended June 30, 2008, the Equity Oversight Committee held five meetings.
Fixed-Income and Quant Oversight Committee: The Fixed-Income and Quant Oversight Committee reviews the investment operations of those funds that primarily invest in fixed-income securities or are managed by a quantitative investment team. The members of the Fixed-Income and Quant Oversight Committee are William N. Searcy, Jr. (Chair), Jean Gleason Stromberg (Vice Chair), Dawn-Marie Driscoll, Paul K. Freeman, Kenneth C. Froewiss and Robert H. Wadsworth. The Fixed-Income and Quant Oversight Committee does not have responsibility with respect to the Fund.
16
Marketing and Shareholder Services Committee: The Marketing and Shareholder Services Committee reviews the Fund’s marketing program, sales practices and literature and shareholder services. The members of the Marketing and Shareholder Services Committee are Richard J. Herring (Chair), Dawn-Marie Driscoll (Vice Chair), Paul K. Freeman, Rebecca W. Rimel, Jean Gleason Stromberg and Robert H. Wadsworth. During the fiscal year ended June 30, 2008, the Marketing and Shareholder Services Committee of the Fund’s Board held four meetings.
The Operations Committee: The Operations Committee reviews the administrative operations, legal affairs and general compliance matters of the Fund. The Operations Committee reviews administrative matters related to the operations of the Fund, policies and procedures relating to portfolio transactions, custody arrangements, fidelity bond and insurance arrangements, valuation of Fund assets and securities and such other tasks as the full Board deems necessary or appropriate. The Operations Committee also oversees the valuation of the Fund’s securities and other assets and determines, as needed, the fair value of Fund securities or other assets under certain circumstances as described in the Fund’s Valuation Procedures. The Operations Committee has appointed a Valuation Sub-Committee, which may make determinations of fair value required when the Operations Committee is not in session. The members of the Operations Committee are Paul K. Freeman (Chair), Dawn-Marie Driscoll (Vice Chair), John W. Ballantine, Kenneth C. Froewiss, Rebecca W. Rimel and William N. Searcy, Jr. The members of the Valuation Sub-Committee are Kenneth C. Froewiss (Chair), John W. Ballantine, Dawn-Marie Driscoll (Alternate), Paul K. Freeman, Rebecca W. Rimel (Alternate) and William N. Searcy, Jr. (Alternate). During the fiscal year ended June 30, 2008, the Operations Committee held five meetings, and the Valuation Sub-Committee held three meetings.
Ad Hoc Committees. In addition to the standing committees described above, from time to time the Board may also form ad hoc committees to consider specific issues.
17
Officers of the Funds
The following persons are officers of the Fund:
| | |
Name, Year of Birth,
| | |
Position with the
| | |
Corporation and Length of
| | Business Experience and
|
Time Served(1) | | Directorships During the Past 5 Years |
|
Michael G. Clark(2) (1965) President, 2006-present | | Managing Director(3), Deutsche Asset Management (2006-present); President of DWS family of funds; Director, ICI Mutual Insurance Company (since October 2007); formerly: Director of Fund Board Relations (2004-2006) and Director of Product Development (2000-2004), Merrill Lynch Investment Managers; Senior Vice President Operations, Merrill Lynch Asset Management (1999-2000) |
| | |
John Millette(4) (1962) Vice President and Secretary,1999-present | | Director(3), Deutsche Asset Management |
| | |
Paul H. Schubert(2) (1963) Chief Financial Officer, 2004-present Treasurer, 2005-present | | Managing Director(3), Deutsche Asset Management (since July 2004); formerly: Executive Director, Head of Mutual Fund Services and Treasurer for UBS Family of Funds (1998-2004); Vice President and Director of Mutual Fund Finance at UBS Global Asset Management (1994-1998) |
| | |
Patricia DeFilippis(5) (1963) Assistant Secretary, 2005-present | | Vice President, Deutsche Asset Management (since June 2005); formerly: Counsel, New York Life Investment Management LLC (2003-2005); legal associate, Lord, Abbett & Co. LLC(1998-2003) |
| | |
Elisa D. Metzger(5) (1962) Assistant Secretary, 2005-present | | Director(3), Deutsche Asset Management (since September 2005); formerly: Counsel, Morrison and Foerster LLP (1999-2005) |
| | |
Caroline Pearson(4) (1962) Assistant Secretary, 1997-present | | Managing Director(3), Deutsche Asset Management |
| | |
Paul Antosca(4) (1957) Assistant Treasurer, 2007-present | | Director(3), Deutsche Asset Management (since 2006); formerly: Vice President, The Manufacturers Life Insurance Company (U.S.A.) (1990-2006) |
| | |
Jack Clark(4) (1967) Assistant Treasurer, 2007-present | | Director(3), Deutsche Asset Management (since 2007); formerly: Vice President, State Street Corporation (2002-2007) |
18
| | |
Name, Year of Birth,
| | |
Position with the
| | |
Corporation and Length of
| | Business Experience and
|
Time Served(1) | | Directorships During the Past 5 Years |
|
Kathleen Sullivan D’Eramo(4) (1957) Assistant Treasurer, 2003-present | | Director(3), Deutsche Asset Management |
| | |
Diane Kenneally(4) (1966) Assistant Treasurer, 2007-present | | Director(3), Deutsche Asset Management |
| | |
Jason Vazquez(5) (1972) Anti-Money Laundering Compliance Officer, 2007-present | | Vice President, Deutsche Asset Management (since 2006); formerly: AML Operations Manager for Bear Stearns (2004-2006); Supervising Compliance Principal and Operations Manager for AXA Financial (1999-2004) |
| | |
Robert Kloby(5) (1962) Chief Compliance Officer, 2006-present | | Managing Director(3), Deutsche Asset Management (2004-present); formerly: Chief Compliance Officer/Chief Risk Officer, Robeco USA (2000-2004); Vice President, The Prudential Insurance Company of America (1988-2000); E.F. Hutton and Company (1984-1988) |
J. Christopher Jackson(5) (1951) Chief Legal Officer, 2006-present | | Director(3), Deutsche Asset Management (2006-present); formerly: Director, Senior Vice President, General Counsel, and Assistant Secretary, Hansberger Global Investors, Inc. (1996-2006); Director, National Society of Compliance Professionals (2002-2005) (2006-2009) |
| | |
(1) | | The length of time served represents the year in which the officer was first elected in such capacity for one or more DWS funds. |
|
(2) | | Address: 345 Park Avenue, New York, New York 10154. |
|
(3) | | Executive title, not a board directorship. |
|
(4) | | Address: One Beacon Street, Boston, Massachusetts 02108. |
|
(5) | | Address: 280 Park Avenue, New York, New York 10017. |
Compensation of Directors and Certain Officers
Each Independent Director receives compensation from the Fund for his or her services, which includes an annual retainer and an attendance fee for each meeting attended. No additional compensation is paid to any Independent Director for travel time to meetings, attendance at directors’ educational seminars or conferences, service on industry or association committees, participation as speakers at directors’ conferences or service on special fund industry director task forces or subcommittees. Independent Directors do not receive any employee benefits such as pension or retirement benefits or health insurance from the Fund or any fund in the DWS fund complex.
19
Board Members who are officers, directors, employees or stockholders of Deutsche Asset Management or its affiliates receive no direct compensation from the Fund, although they are compensated as employees of Deutsche Asset Management, or its affiliates, and as a result may be deemed to participate in fees paid by the Fund.
The following Compensation Table provides, in tabular form, the following data:
Column (1) All Directors who receive compensation from the Fund.
Column (2) For the Fund, aggregate compensation received by a Director from the Fund for the fiscal year ended June 30, 2008.
Column (3) Total compensation for Directors from the Fund Complex for the calendar year ended December 31, 2007.
Mr. Schwarzer is an interested person of the Fund and received no compensation from the Fund or any fund in the DWS fund complex during the relevant periods.
| | | | | | | | |
| | | | | Total Compensation
| |
| | | | | from Fund and
| |
| | | | | DWS Fund Complex
| |
| | Aggregate Compensation
| | | for the Calendar
| |
| | from Fund for Fiscal Year
| | | Year Ended
| |
Name of Board Member/Nominee(1) | | Ended June 30, 2008(2) | | | December 31, 2007(1)(3) | |
|
John W. Ballantine | | $ | 191 | * | | $ | 215,000 | |
Henry P. Becton, Jr.(2) | | $ | 1034 | | | $ | 200,000 | |
Dawn-Marie Driscoll(2)(3) | | $ | 1248 | | | $ | 253,000 | |
Keith R. Fox(2) | | $ | 998 | | | $ | 203,000 | |
Paul K. Freeman(4) | | $ | 205 | * | | $ | 265,000 | |
Kenneth C. Froewiss(2) | | $ | 974 | | | $ | 200,000 | |
Richard J. Herring(2) | | $ | 993 | | | $ | 195,000 | |
William McClayton(5) | | $ | 199 | * | | $ | 205,000 | |
Rebecca W. Rimel(2) | | $ | 1001 | | | $ | 194,000 | |
William N. Searcy, Jr.(2) | | $ | 987 | | | $ | 200,000 | |
Jean Gleason Stromberg(2) | | $ | 943 | | | $ | 189,000 | |
Robert H. Wadsworth | | $ | 199 | * | | $ | 245,250 | |
| | |
* | | Messrs. Ballantine, Freeman, McClayton and Wadsworth began serving on the Board of the Fund April 1, 2008. |
|
(1) | | The DWS fund complex was composed of 138 funds as of December 31, 2007. |
|
(2) | | Aggregate compensation includes amounts paid to the Board Members for special meetings of ad hoc committees of the board in connection with the consolidation of the DWS fund boards and various funds, meetings for considering fund expense simplification initiatives, and consideration of issues specific to the funds’ direct shareholders (i.e., those shareholders who did not purchase shares through financial intermediaries). Such amounts totaled $1,000 for Mr. Becton, $1,000 for Ms. Driscoll, $1,000 for Mr. Fox, $1,000 for Mr. Froewiss, $1,000 for Dr. Herring, $5,000 for |
20
| | |
| | Ms. Rimel, $1,000 for Mr. Searcy and $1,000 for Ms. Stromberg. These meeting fees were borne by DIMA. |
|
(3) | | Includes $50,000 in annual retainer fees received by Ms. Driscoll as Chairperson of certain DWS funds. |
|
(4) | | Includes $25,000 paid to Dr. Freeman for numerous special meetings of an ad hoc committee in connection with board consolidation initiatives and $50,000 in annual retainer fees received by Dr. Freeman as Chairperson of certain DWS funds. |
|
(5) | | Does not include $15,000 paid to Mr. McClayton in calendar year 2008 for numerous special meetings of an ad hoc committee of the former Chicago Board in connection with board consolidation initiatives. |
None of the Independent Directors or Nominees or their family members had any interest in DIMA, or any person directly or indirectly controlling, controlled by, or under common control with DIMA as of December 31, 2007, except for holdings described under “Information Concerning Nominees.”
DIMA 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 are also officers, directors or employees of Deutsche Asset Management (see “The Investment Manager and Advisor”), although the Fund makes no direct payments to them.
The Investment Manager
DIMA, with headquarters at 345 Park Avenue, New York, New York 10154, is the Fund’s investment manager pursuant to an Investment Management Agreement. Subject at all times to the general supervision of the Fund’s Board of Directors, the Investment Manager is responsible for managing the Fund’s affairs and supervising all aspects of the Fund’s operations. The Investment Manager provides a full range of investment advisory services to retail and institutional clients. The Investment Manager is part of the United States asset management activities of Deutsche Bank AG. Deutsche Bank AG is a banking company with limited liability organized under the laws of the Federal Republic of Germany. Deutsche Bank AG is a major global banking institution that is engaged in a wide range of financial services, including investment management, mutual funds, retail, private and commercial banking, investment banking and insurance.
Other Matters
The Board of Directors does not know of any matters to be brought before the Meeting other than those mentioned in this Proxy Statement. The appointed proxies will vote on any other business that comes before the Meeting or any postponement or adjournment thereof in accordance with their discretion.
21
Miscellaneous
Proxies will be solicited by mail and may be solicited in person or by telephone by officers of the Fund or personnel of DIMA. The Fund has retained Georgeson Inc. (“Georgeson”), 199 Water Street, 26th Floor, New York, New York 10038, to assist in the proxy solicitation and tabulation of votes. The cost of its services is estimated at $75,000, plus expenses. The costs and expenses connected with the solicitation of the proxies and with any further proxies which may be solicited by the Fund’s officers or Georgeson, in person or by telephone, will be borne by the Fund. The Fund will reimburse banks, brokers, and other persons holding the Fund’s shares registered in their names or in the names of their nominees, for their expenses incurred in sending proxy material to and obtaining proxies from the beneficial owners of such shares.
As the Meeting date approaches, stockholders may receive a telephone call from a representative of Georgeson if their votes have not been received. Authorization to permit Georgeson to execute proxies may be obtained by telephonic or electronically transmitted instructions from stockholders of the Fund.
If a stockholder wishes to participate in the Meeting, but does not wish to give a proxy by telephone or electronically, the stockholder may still submit the proxy card originally sent with this proxy statement or attend in person. Should stockholders require additional information regarding the proxy or a replacement proxy card, they may contact Georgeson toll-free at1-800-905-7281. Any proxy given by a stockholder is revocable until exercised at the Meeting.
In the event that sufficient votes in favor of any proposal set forth in the Notice of Annual Meeting of Stockholders are not received by October 13, 2008, or if a quorum is not present at the Meeting, the chairman of the Meeting, pursuant to the Fund’s Bylaws, may adjourn the Meeting from time to time, without notice other than announcement at the Meeting, to a date not more than 120 days after the Record Date. At such adjourned meeting, at which a quorum is present or represented, any business which might have been transacted at the Meeting as originally convened may be transacted.
The costs of any such additional solicitation and of any adjourned session will be borne by the Fund.
22
Stockholder Proposals
The Fund’s Bylaws currently provide that in order for a stockholder to nominate a candidate for election as a Director at an annual meeting of stockholders or propose business for consideration at such meeting, written notice containing the information required by the current Bylaws generally must be delivered to the Secretary of the Fund, John Millette,c/o Deutsche Investment Management, Americas Inc., One Beacon Street, Boston, Massachusetts, 02108, not later than 120 days nor earlier than 150 days prior to the first anniversary of the date of the notice for the preceding year’s annual meeting. However, under the rules of the SEC, if a stockholder wishes to submit a proposal for possible inclusion in the Fund’s 2009 proxy statement pursuant toRule 14a-8 of the Securities Exchange Act of 1934, the Fund must receive it on or before May 5, 2009. All nominations and proposals must be in writing and must conform to the requirements of the Bylaws of the Fund.
By order of the Board of Directors,
John Millette,
Secretary
One Beacon Street
Boston, Massachusetts 02108
September 2, 2008
23
APPENDIX
INSTRUCTIONS FOR SIGNING PROXY CARD
The following general rules for signing proxy cards may be of assistance to you and avoid the time and expense involved in validating your vote if you fail to sign your proxy card properly.
| |
1. | Individual Accounts: Sign your name exactly as it appears in the registration on the proxy card. |
|
2. | Joint Accounts: Each party must sign, and the name or names of the party signing should conform exactly to the name shown in the registration on the proxy card. |
|
3. | All Other Accounts: The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of registration. For example: |
| | |
Registration | | Valid Signatures |
|
Corporate Accounts | | |
(1) ABC Corp. | | ABC Corp. |
(2) ABC Corp. | | John Doe, Treasurer |
(3) ABC Corp c/o John Doe, Treasurer | | John Doe |
(4) ABC Corp. Profit Sharing Plan | | John Doe, Trustee |
Trust Accounts | | |
(1) ABC Trust | | Jane B. Doe, Trustee |
(2) Jane B. Doe, Trustee u/t/d 12/28/78 | | Jane B. Doe |
Custodial or Estate Accounts | | |
(1) John B. Smith, Cust. f/b/o John B. Smith, Jr. UGMA | | John B. Smith |
(2) John B. Smith | | John B. Smith, Jr., Executor |
A-1
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TO SUBMIT YOUR PROXY BY MAIL, PLEASE DETACH PROXY CARD HERE DWS GLOBAL COMMODITIES STOCK FUND, INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned stockholder of DWS Global Commodities Stock Fund, Inc., a Maryland corporation (the “Fund”), hereby appoints Patricia DeFilippis, Elisa Metzger, and John Millette, 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 10:30 a.m. Eastern time, on October 13, 2008 at the New York Marriott East Side, 525 Lexington Avenue, New York, New York 10017, and any adjournments or postponements thereof, including any adjournments or postponements for the purpose of soliciting further votes in favor of the proposal, 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 Card is executed, but no instruction is given, the votes entitled to be cast by the undersigned will be cast “For” the proposal described in the Proxy Statement. Additionally, the votes entitled to be cast by the undersigned will be cast in the discretion of the proxy holder on any other matter that may properly come before the meeting or any adjournments or postponements thereof. CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE SIDE SEE REVERSE SIDE |
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THERE ARE THREE WAYS TO AUTHORIZE YOUR PROXY TELEPHONE INTERNET BY MAIL This method of voting Visit the Internet website Simply mark, sign and is available for at date your voting residents of the U.S. http://proxy.georgeson.com. instruction card and and Canada. On a Have this proxy card ready return it in the touch tone telephone, and follow the instructions postage-paid envelope call TOLL FREE on your screen. You will to Georgeson, Wall 1-877-816-0835, 24 incur only your usual Street Station, P.O. hours a day, 7 days a Internet charges. Available Box 1101, New York, week. Have your until 11:59 p.m. Eastern NY 10269-0646. If you voting instruction Daylight Time on October are authorizing your card ready, then 12, 2008. proxy by telephone or follow the the Internet, please prerecorded do not mail your instructions. Your proxy card. instructions will be confirmed and your vote cast as you directed. Available until 11:59 p.m. Eastern Daylight Time on October 12, 2008. TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE XPlease markvotes as in this example. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE PROPOSAL. This proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. 1. THE ELECTION OF FIVE CLASS III DIRECTORS: FOR all nominees WITHHOLD listed (except as AUTHORITY Nominees: Paul K. Freeman, marked to the for all nominees contrary below) listed William McClayton, William N. Searcy, Jr., Robert H. Wadsworth, Rebecca W. Rimel (Instructions: To withhold authority to vote for any individual nominee or nominees, mark the “FOR” all nominees listed” box and write that nominee’s name on the space below.) Nominee exception(s) The Proxies are authorized to represent the undersigned and vote in their discretion on any other business that may properly come before the meeting and any adjournments or postponments thereof. Date , 2008 Signature(s) Signature, if held jointly Title or Authority Please sign here exactly as your 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). |