The New Germany Fund, Inc. SC TOI Issuer tender offer statement | GF 21 Dec 07

EXHIBIT (A)(1)(i)

OFFER TO REPURCHASE

Up to 4,960,940 of the Issued and Outstanding Shares of Common Stock

THE NEW GERMANY FUND, INC.

96% of Net Asset Value Per Share

THE NEW GERMANY FUND, INC.

in Exchange for Portfolio Securities of

THE NEW GERMANY FUND, INC.

THE OFFER TO REPURCHASE WILL EXPIRE AT 5:00 P.M., EASTERN TIME,
ON FEBRUARY 1, 2008, UNLESS THE OFFER IS EXTENDED.

THIS OFFER IS SUBJECT TO IMPORTANT TERMS AND CONDITIONS, INCLUDING THE

CONDITIONS LISTED UNDER “CERTAIN CONDITIONS OF THE OFFER.”

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THE OFFER OR DETERMINED WHETHER THIS OFFER TO REPURCHASE IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIME.

To the Shareholders of The New Germany Fund, Inc.:

The New Germany Fund, Inc., a closed-end management investment company incorporated under the laws of the state of Maryland (the “Fund”), is offering to repurchase up to 4,960,940 (approximately 20%) of its issued and outstanding shares of common stock, par value $0.001 per share (the “Fund Shares”). As of December 19, 2007, 24,804,698 Fund Shares were outstanding. The offer is to repurchase Fund Shares in exchange for apro rataportion of the Fund’s Portfolio Securities (other than securities that (i) are not publicly traded, (ii) would need to be registered under the Securities Act of 1933, as amended (the “Securities Act”), if distributed in the repurchase, (iii) are issued by entities in countries which restrict or prohibit the holding of securities by non-nationals other than through qualified investment vehicles, or whose distribution would require registration under or otherwise be contrary to applicable local laws, rules or regulations or (iv) involve the assumption of contractual obligations or trading restrictions) held in the Fund’s investment portfolio (the “Portfolio Securities”), subject to adjustment for fractional shares of Portfolio Securities and odd lots, at a price equal to 96% of the net asset value (“NAV”) per Fund Share determined as of the close of the regular trading session of the New York Stock Exchange (the “NYSE”), the principal market on which the Fund Shares are traded, on the business day after the day the offer expires (the “Repurchase Pricing Date”). The offer is being made upon the terms and subject to the conditions set forth in this Offer to Repurchase and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).

The Offer will expire at 5:00 p.m., Eastern time, on February 1, 2008, unless extended. The Fund Shares are traded on the NYSE under the symbol “GF.” The NAV as of the close of the regular trading session of the NYSE on December 19, 2007 was $18.54 per Fund Share and the last reported sale price on the NYSE on such date for a Fund Share was $16.37. Until the Offer expires, NAV quotations can be obtained from The Altman Group, Inc. (the “Information Agent”) by calling 1-800-884-5101 between the hours of 9:00 a.m. and 5:00 p.m., Eastern time, Monday through Friday (except holidays).

IF YOU ARE NOT INTERESTED IN SELLING ANY OF YOUR FUND SHARES AT THIS TIME, YOU DO NOT NEED TO DO ANYTHING. THIS REPURCHASE OFFER IS NOT PART OF A PLAN TO LIQUIDATE THE FUND. SHAREHOLDERS ARE NOT REQUIRED TO PARTICIPATE IN THE REPURCHASE OFFER. SHAREHOLDERS WISHING TO SELL FUND SHARES SHOULD CONSIDER WHETHER PARTICIPATING IN THE OFFER, IN LIGHT OF THE ASSOCIATED TRANSACTION COSTS DESCRIBED IN THIS OFFER TO REPURCHASE, IS COST-EFFECTIVE VERSUS SELLING FUND SHARES ON THE NYSE.

Before you decide whether to participate in the Offer, you should consider the relative benefits and costs of such participation, including, without limitation, establishing the following accounts (if not already existing): an account with a licensed broker or custodian bank that is capable, either directly or through a correspondent or subcustodian relationship, of receiving and holding European securities (the “European Securities Account”), which may be subject to different procedures and laws than for opening a U.S. securities account, and a U.S. dollar account with a bank that can receive U.S. dollars (the “USD Account” and, collectively with the European Securities Account, the “Shareholder Accounts”); the potential risks inherent in holding the Portfolio Securities, for which there may be less information available than for U.S. publicly traded securities; and the costs (including transaction costs) and risks (including the risk of exchange rate fluctuation between the Euro and the currency into which Euro-denominated sales proceeds would ultimately be converted) of disposing of the Portfolio Securities, versus selling the Fund Shares on the NYSE at the prevailing market price and receiving cash payment in U.S. dollars. Because opening a European Securities Account may require more time than opening a comparable securities account in the U.S., you should promptly make these arrangements if you desire to participate in the Offer.

Participation in the offer will result in the receipt of German securities, and to a much lesser extent, other European securities, in exchange for shares of the Fund. If you do not wish to receive or transact in German or other European securities, you should not participate in the offer. You may sell your Fund Shares on the NYSE at the prevailing market price at any time.

Participating shareholders will bear the costs and expenses of their receiving the Portfolio Securities pursuant to the Offer, including any fees charged by Brown Brothers Harriman & Co. (the “Subcustodian”) to transfer the Portfolio Securities and any fees charged by European banks, brokers or custodians. The Fund will pay all charges and expenses of the Information Agent and the Colbent Corporation (the “Depositary”). The Fund mailed this Offer to Repurchase and the accompanying Letter of Transmittal to record holders on or about December 24, 2007.

IMPORTANT INFORMATION

Shareholders who desire to participate in the Offer should either: (1) properly complete and sign the Letter of Transmittal, provide thereon the original of any required signature guarantee(s) and mail or deliver it together with the certificates for the Fund Shares (in proper certificated or uncertificated form) and all other documents required by the Letter of Transmittal; or (2) request their broker, dealer, commercial bank, trust company or other nominee to effect the transaction on their behalf. Shareholders whose shares are registered in the name of such a brokerage firm or other financial intermediary must contact that firm to participate in the Offer on their behalf. Tendering shareholders may be charged a fee by their brokerage firm or other financial intermediary for processing the documentation required to participate in the Offer on their behalf and may incur other expenses as described in this Offer to Repurchase. The Fund reserves the absolute right to reject Fund Shares determined not to be tendered in appropriate form.

Tendering shareholders who do not timely make the required registration, custodial and transfer arrangements will not be able to participate in the offer and will be deemed to have incorrectly tendered their shares. (See Sections 4 and 6.) Transfer and delivery requirements are further detailed in the Letter of Transmittal.

NEITHER THE FUND NOR ITS BOARD OF DIRECTORS NOR DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC., THE FUND’S INVESTMENT MANAGER (THE “MANAGER”), NOR DEUTSCHE ASSET MANAGEMENT INTERNATIONAL GMBH, THE FUND’S INVESTMENT ADVISER (THE “ADVISER”), MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER FUND SHARES FOR REPURCHASE OR REFRAIN FROM TENDERING FUND SHARES. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE FUND, ITS BOARD OF DIRECTORS, THE MANAGER OR THE ADVISER AS TO WHETHER SHAREHOLDERS SHOULD TENDER FUND SHARES FOR REPURCHASE PURSUANT TO THE OFFER OR TO MAKE ANY REPRESENTATION OR TO GIVE ANY INFORMATION IN CONNECTION WITH THE OFFER OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. IF MADE OR GIVEN, ANY SUCH RECOMMENDATION, REPRESENTATION OR INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND, ITS BOARD OF DIRECTORS, THE MANAGER OR THE ADVISER. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISERS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER THEIR FUND SHARES FOR REPURCHASE OR REFRAIN FROM PARTICIPATING IN THE OFFER.

THE FUND HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) A TENDER OFFER STATEMENT ON SCHEDULE TO UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE “EXCHANGE ACT”), RELATING TO THE OFFER.

THE MAKING OF THE OFFER MAY, IN SOME JURISDICTIONS, BE RESTRICTED OR PROHIBITED BY APPLICABLE LAW. THIS OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, AND MAY NOT BE ACCEPTED FROM WITHIN, ANY JURISDICTION IN WHICH THE MAKING OF THE TENDER OFFER OR THE ACCEPTANCE OF THE TENDER OFFER WOULD, ABSENT PRIOR REGISTRATION, FILING OR QUALIFICATION UNDER APPLICABLE LAWS, NOT BE IN COMPLIANCE WITH THE LAWS OF THAT JURISDICTION. ACCORDINGLY, PERSONS IN WHOSE POSSESSION IT COMES ARE REQUIRED TO INFORM THEMSELVES OF AND OBSERVE ANY SUCH RESTRICTIONS.

The date of this Offer to Repurchase is December 21, 2007.

TABLE OF CONTENTS


SUMMARY TERM SHEET			1
1. Price; Number of Shares			5
2. Purpose of the Offer; Plans or Proposals of the Fund			5
3. Certain Conditions of the Offer			6
4. Procedures for Tendering Shares for Repurchase			7
5. Withdrawal Rights			10
6. Payment for Shares			10
7. Source and Amount of Consideration			12
8. Effects of the Offer; Consequences of Participation			12
9. Price Range of Shares; Dividends/Distributions			14
10. Selected Financial Information			14
11. Interest of Directors, Executive Officers and Certain Related Persons			17
12. Certain Information About the Fund			17
13. Additional Information			18
14. Certain United States Federal Income Tax Consequences			18
15. Certain German Tax Consequences			21
16. Certain Legal Matters; Regulatory Approvals			22
17. Amendments; Extension of Repurchase Period; Termination			22
18. Miscellaneous			23

SUMMARY TERM SHEET

This summary highlights important information concerning this repurchase offer. To understand the repurchase offer fully and for a more complete discussion of its terms and conditions, you should read carefully the entire Offer to Repurchase and the related Letter of Transmittal.

What is the repurchase offer?


	•	The New Germany Fund, Inc. is offering to repurchase up to 4,960,940 shares (approximately 20%) of its common stock. The Fund will repurchase Fund Shares at a price equal to 96% of the per share net asset value as of the close of regular trading session of the New York Stock Exchange on the business day immediately after the day the repurchase offer expires. You will not receive cash in exchange for your Fund Shares (except that cash in U.S. dollars will be distributed with respect to fractional shares of Portfolio Securities, odd lots and any cash then held by the Fund) but will instead receive securities of German listed companies held by the Fund at the expiration of the repurchase offer (as well as securities of European (non-German) listed companies held by the Fund, if any) and representing apro ratashare of the Portfolio Securities then held by the Fund. The Fund will transfer your portion of these Portfolio Securities to a European Securities Account, which you must have at a licensed broker or custodian bank that is capable, either directly or through a correspondent or subcustodian relationship, of receiving and holding European Securities, in exchange for the repurchase by the Fund of the Fund Shares tendered by you for repurchase. The repurchase offer is subject to a number of conditions. (See “Certain Conditions of the Offer.”)

What does it mean to receive Portfolio Securities of the Fund?


	•	Instead of receiving cash for Fund Shares accepted for repurchase in the repurchase offer, participating shareholders will receive shares of German listed companies in which the Fund has invested as well as shares of the other European listed companies, if any, in which the Fund has invested (in each case, other than securities that (i) are not publicly traded, (ii) would need to be registered under the Securities Act, if distributed in the repurchase, (iii) are issued by entities in countries which restrict or prohibit the holding of securities by non-nationals other than through qualified investment vehicles, or whose distribution would require registration under or otherwise be contrary to applicable local laws, rules or regulations or (iv) involve the assumption of contractual obligations or trading restrictions), except that cash in U.S. dollars will be distributed with respect to fractional shares of Portfolio Securities, odd lots and any cash then held by the Fund. Because the Fund generally does not hold large quantities of each class of Portfolio Securities, shareholders are more likely to receive a disproportionate amount of consideration in the form of cash in lieu of fractional shares to the extent that they tender fewer Fund Shares in the repurchase offer. The value of the Portfolio Securities may decrease or increase between the date on which Fund Shares are tendered for repurchase and the date on which Fund Shares are priced for purposes of the repurchase offer, and between the date on which Fund Shares are priced for purposes of the repurchase offer and the date on which participating shareholders actually receive the Portfolio Securities in their European Securities Accounts. (See “Payment for Shares.”)

How many of my shares of the Fund will the Fund repurchase?


	•	The Fund is offering to purchase up to 4,960,940 Fund Shares. If shareholders tender and do not withdraw more than 4,960,940 Fund Shares for repurchase, the Fund will repurchase duly tendered shares from participating shareholders on apro ratabasis, disregarding fractions, based upon the number of shares each shareholder tenders for repurchase and does not timely withdraw. The Fund does not intend to increase the number of Fund Shares that it is offering to repurchase, even if shareholders tender more than the maximum number of Fund Shares to be repurchased by the Fund in the repurchase offer.

If I participate in the repurchase offer, can I receive cash instead of Portfolio Securities in return?


	•	No. However, instead of participating in the offer, you may choose at any time to sell your shares of the Fund on the New York Stock Exchange for U.S. dollars at the prevailing market price. In light of the associated transaction costs described in this offer to repurchase, you should consider whether participating in the offer is cost-effective versus selling your Fund Shares on the New York Stock Exchange. If you participate in the repurchase offer, a

portion of consideration that you will receive will be in U.S. dollars to account for fractional shares of Portfolio Securities, odd lots and any cash then held by Fund. However, because the Fund generally does not hold large quantities of each class of Portfolio Securities, you are more likely to receive a disproportionately large share of consideration in the form of cash in lieu of fractional shares to the extent that you tender fewer Fund Shares in the repurchase offer.

Will I know the identity of the issuers of the Portfolio Securities I will be receiving prior to tendering my Fund Shares?


	•	You may refer to the annual and semiannual reports of the Fund for a list of Portfolio Securities held by the Fund as of June 30 and December 31 of the calendar year covered by such report. In addition, you can refer to the Fund’s website, www.newgermanyfund.com, for a quarterly listing of Portfolio Securities held by the Fund. The Portfolio Securities to be received by participating shareholders will represent apro rataportion of the Fund’s investment portfolio, subject to the adjustments noted above.

What can I do with the Portfolio Securities I receive if I participate in the repurchase offer?


	•	You may arrange to sell your shares of Portfolio Securities on a European public exchange in return for cash proceeds denominated in Euro. You may also continue to hold the Portfolio Securities received from the Fund.

Will I have to pay anything to participate in the repurchase offer?


	•	The Fund will bear the costs of printing and mailing materials to Fund shareholders, certain legal and filing fees, and fees and expenses of the Depositary, the Colbent Corporation, and the Information Agent, The Altman Group, Inc. The shareholders that participate in the repurchase offer will pay all costs associated with distributing Portfolio Securities pursuant to the offer. The actual expense per share tendered by you for repurchase, including the expense of effecting the repurchase and of any liquidation of Portfolio Securities received by you, will depend on a number of factors, including the number of Fund Shares you tender for repurchase, the Fund’s portfolio composition at the time of the repurchase, and prevailing market conditions when you liquidate the Portfolio Securities received in the repurchase, if you choose to do so. Your broker, dealer or other institution may charge you a fee for processing your repurchase request and sending the repurchase request to the Depositary. You may also incur expenses associated with the establishment of a European Securities Account, which, if not already existing, you must establish in order to receive the Portfolio Securities, and a U.S. dollar account with a bank outside of Europe, which, if not already existing, you must establish in order to receive the cash proceeds, plus fees, expenses and brokerage commissions associated with the disposal or retention of the Portfolio Securities. (See “Price; Number of Shares.”) The actual per share expenses of effecting the repurchases and of any liquidation of Portfolio Securities received will depend on a number of factors, including the number of shares tendered, the Fund’s portfolio composition at the time and market conditions prevailing during the liquidation process. Per share expenses borne by a participating shareholder might increase to the extent that the Fund repurchases fewer shares from such participating shareholder.

Why is the Fund making this repurchase offer?


	•	The Fund is making this offer in connection with the settlement of a civil class action filed against the Fund challenging the validity of the Fund’s director qualification bylaw. Pursuant to the settlement, which dismissed the litigation without a change to the bylaw, and an agreement with the shareholder group that sought to nominate competing directors in 2005 and subsequent years, the Fund agreed to conduct this offer. The repurchase offer will provide shareholders with an alternative source of liquidity for their investment in Fund Shares and a means for shareholders who wish to sell a portion of their Fund Shares to do so at 96% of NAV per Fund Share. In addition, the Fund has been advised by its tax counsel that, by distributing to participating shareholders Portfolio Securities rather than cash, the Fund will avoid the recognition of capital gains for U.S. federal income tax purposes which would otherwise likely be incurred in connection with a cash repurchase. (See “Purpose of the Offer; Plans or Proposals of the Fund.”)

When will the repurchase offer expire, and may the repurchase offer be extended?


	•	The repurchase offer will expire at 5:00 p.m., Eastern time, on February 1, 2008, unless extended. The Fund may elect at any time to extend the expiration date of the repurchase offer. If the repurchase offer is extended, the Fund will issue a press release announcing the extension. (See “Amendments; Extension of Repurchase Period; Termination.”)

What is the net asset value per Fund Share as of a recent date?


	•	As of December 19, 2007, the net asset value per share was $18.54 and the last reported sales price on the New York Stock Exchange for a share of the Fund’s common stock was $16.37. (See “Price Range of Shares; Dividends/Distributions” for more information regarding the trading range of Fund Shares and the Fund’s net asset value per share during the past four years.) Before the repurchase offer expires, net asset value quotations can be obtained from The Altman Group, Inc. by calling1-800-884-5101 between 9:00 a.m. and 5:00 p.m., Eastern time, Monday through Friday (except holidays).

Will the Fund’s net asset value per share be higher or lower on the date that the price to be paid for repurchased shares is to be determined?


	•	No one can accurately predict what the Fund’s net asset value per share will be at any future date.

How do I participate in the repurchase offer?


	•	To participate in the repurchase offer, you must follow the procedures set forth in “Procedures for Tendering Shares for Repurchase” and in the Letter of Transmittal that accompanies this Offer to Repurchase. To participate in the repurchase offer, you will be required, for instance, to submit information regarding your European Securities Account established or already existing with a licensed broker or custodian bank where the Portfolio Securities can be transferred and a U.S. dollar account where the cash proceeds can be transferred. Participating shareholders should note that establishing a European Securities Account may require more time than opening a comparable account in the U.S. Accordingly, participating shareholders should promptly make these arrangements. Shareholders should also carefully ensure that all information required in order to participate in the repurchase offer, including information regarding the European Securities Account and the U.S. dollar account, has been provided and is accurate. You must also submit required documentation to establish that you are not subject to U.S. federal income tax backup withholding as described in “United States Federal Income Tax Withholding.” The Fund is under no obligation to notify shareholders of any errors or incomplete information with their submission. Any deficiencies in a shareholder’s submission will result in the shareholder’s Fund Shares not being accepted for repurchase and being returned to the shareholder following the expiration of the offer.

Must I tender all of my Fund Shares for repurchase?


	•	No. You may tender for repurchase all or part of the shares you own.

May I withdraw my Fund Shares after I have tendered them for repurchase and, if so, by when?


	•	Yes, you may withdraw your shares at any time prior to 5:00 p.m., Eastern time, on February 1, 2008 or, if the offer is extended, at any time prior to the expiration time and date, as extended. In order for your withdrawal to be effective, the Depositary must receive your notice of withdrawal prior to the expiration of the repurchase offer at one of the addresses listed on the back cover of this Offer to Repurchase. You may resubmit withdrawn shares by following the repurchase procedures before the offer expires, including during any extension period. (See “Withdrawal Rights.”)

How do I withdraw previously tendered Fund Shares?


	•	A notice of withdrawal of previously tendered shares must be timely received by the Depositary. The notice of withdrawal must specify the name of the shareholder who tendered the shares and the name of the registered owner of such shares if different from the person who tendered the shares. You may withdraw only all Fund Shares

previously tendered by you, and not a portion thereof, and your notice of withdrawal must state this. (See “Withdrawal Rights.”)

May I place any conditions on my tender of Fund Shares?


	•	No.

If the Fund accepts my Fund Shares for repurchase, when will I receive the Portfolio Securities held by the Fund?


	•	The transfer of Portfolio Securities in return for tendered Fund Shares accepted by the Fund will be made as soon as practicable after the expiration of the repurchase offer.

Is my tender of Fund Shares in the repurchase offer a taxable transaction?


	•	It is anticipated that the tender by U.S. Shareholders (other than those who are tax exempt) of Fund Shares in exchange for Portfolio Securities will generally be a taxable transaction for U.S. federal income tax purposes. The subsequent sale or other disposition of Portfolio Securities received pursuant to the Offer may also be a taxable transaction for U.S. federal income tax purposes. Participating shareholders may also be subject to additional U.S. federal taxation under certain circumstances. See “Certain United States Federal Income Tax Consequences” for a general summary of the U.S. federal income tax consequences of a sale of shares pursuant to the repurchase offer and the differing rules for U.S. andNon-U.S. Shareholders. Please consult your tax adviser regarding your individual tax consequences, including potential state, local and foreign tax consequences.

Is there any reason shares tendered by me for repurchase would not be accepted?


	•	In addition to those circumstances described under “Certain Conditions of the Offer” in which the Fund is not required to repurchase tendered shares, the Fund has reserved the right to reject any and all tendered shares determined by the Fund not to have been tendered in the appropriate form. The Fund may reject tendered shares if, for instance, the Letter of Transmittal does not include original signature(s) or the original of any required signature guarantee(s).

How will tendered Fund Shares be accepted for repurchase by the Fund?


	•	Fund Shares properly submitted in the offer will be accepted for repurchase by the determination of the Fund, which will thereafter transfer the shares submitted to the Fund’s Subcustodian. The Fund’s Subcustodian will transfer the Portfolio Securities to your accounts as soon as practicable after the expiration of the offer.

What should I do if I decide not to tender my Fund Shares for repurchase?


	•	Nothing. There are no actions that you need to take.

Does the Fund’s management recommend that shareholders participate in the repurchase offer, and will management participate in the repurchase offer?


	•	None of the Fund, its Board of Directors, its Investment Manager or its Adviser is making any recommendation to the Fund’s shareholders regarding whether to tender Fund Shares in the repurchase offer. None of the Fund’s directors or officers intends to tender for repurchase in the repurchase offer any of the shares they beneficially own. (See “Interest of Directors, Executive Officers and Certain Related Persons.”)

How do I obtain more information?


	•	Questions, requests for assistance and requests for additional copies of the Offer to Repurchase, the Letter of Transmittal and all other repurchase offer documents should be directed to The Altman Group, Inc., the information agent for the repurchase offer, toll free at 1-800-884-5101. If you do not own shares directly, you should obtain this information and the documents from your broker, dealer, commercial bank, trust company or other nominee, as appropriate.

1. Price; Number of Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Fund will accept for payment, in exchange for apro rataportion of the Fund’s Portfolio Securities, an aggregate amount of up to 4,960,940 of its issued and outstanding Fund Shares that are properly tendered and not withdrawn in accordance with Section 5 prior to the Expiration Date. The term “Expiration Date” means 5:00 p.m., Eastern time, on February 1, 2008, unless the Fund, in its sole discretion, extends the period during which the Offer is open, in which case Expiration Date shall mean the last time and date on which the Offer, as so extended by the Fund, shall expire. The Fund reserves the right in its sole discretion and for any reason to amend, extend or terminate the Offer. (See Sections 3 and 17.) The Fund will not be obligated to purchase Fund Shares pursuant to the Offer under certain circumstances. (See Section 3.) The purchase price of the Fund Shares will be 96% of their NAV per Fund Share determined as of the close of the regular trading session of the NYSE on the Repurchase Pricing Date, and will be payable in Fund Portfolio Securities. (See Section 6.) The Fund will not pay interest on the purchase price under any circumstances.

The NAV as of the close of the regular trading session of the NYSE on December 19, 2007 was $18.54 per Fund Share and the last reported sale price of a Fund Share on the NYSE on such date was $16.37, representing a discount of approximately 11.7% to NAV. Prior to the Expiration Date, NAV quotations can be obtained from the Information Agent by calling 1-800-884-5101 between the hours of 9:00 a.m. and 5:00 p.m., Eastern time, Monday through Friday (except holidays).

The Offer is being made to all shareholders and is not conditioned upon shareholders tendering for repurchase any minimum aggregate number of Fund Shares.

If more than 4,960,940 Fund Shares are duly tendered for repurchase pursuant to the Offer (and not withdrawn as provided in Section 5), the Fund, subject to the conditions listed in Section 3, will repurchase Fund Shares from participating shareholders in accordance with the terms and conditions specified in the Offer, on apro ratabasis (disregarding fractions) based upon the number of Fund Shares duly tendered (and not subsequently withdrawn) by or on behalf of each shareholder. The Fund does not intend to increase the number of Fund Shares offered for repurchase, even if more than 4,960,940 Fund Shares are tendered by all shareholders in the aggregate.

On December 19, 2007, there were 24,804,698 Fund Shares issued and outstanding, and there were 1,333 holders of record of Fund Shares. Certain of these holders of record were brokers, dealers, commercial banks, trust companies and other institutions that held legal title to Fund Shares as nominees on behalf of multiple beneficial owners.

2. Purpose of the Offer; Plans or Proposals of the Fund. The Board of Directors of the Fund (the “Board”) considered and approved the Offer at meetings held on July 23, 2007 and October 26, 2007.

The Fund is making this offer in connection with the settlement of the civil class actionDaniels vs. The New Germany Fund, Inc. et al., filed against the Fund in the U.S. District Court for the District of Maryland. This litigation challenged the validity of the Fund’s director qualification bylaw, which includes a requirement of relevant experience and country knowledge consistent with the Fund’s strategy of investment in German companies. Pursuant to the settlement, which dismissed the litigation without a change to the bylaw, and an agreement with the shareholder group that sought to nominate competing directors in 2005 and subsequent years, the Fund agreed to conduct an in-kind tender offer for up to 20% of the Fund’s outstanding Fund Shares at 96% of NAV per Fund Share.

The repurchase offer will provide shareholders with an alternative source of liquidity for their investment in Fund Shares and a means for shareholders who want to sell a portion of their Fund Shares to do so at 96% of NAV per Fund Share. In addition, the Fund has been advised that, by distributing Portfolio Securities to participating shareholders, it is anticipated that the Fund will avoid the recognition of capital gains for U.S. federal income tax purposes which would otherwise be incurred if participating shareholders were to receive cash consideration for their Fund Shares.

Any Fund Shares repurchased by the Fund pursuant to the Offer will become treasury shares and will be available for issuance by the Fund without further shareholder action (except as required by applicable law or the rules of national securities exchanges on which the Fund Shares are listed).

Except as set forth above, as described in Section 11 or in connection with the operation of the Fund’s dividend reinvestment plan or otherwise in connection with the declaration of dividends in Fund Shares, the Fund does not have any present plans or proposals and is not engaged in any negotiations that relate to or would result in: (a) any

extraordinary transaction, such as a merger, reorganization or liquidation, involving the Fund or any of its subsidiaries; (b) other than in connection with transactions in the ordinary course of the Fund’s operations and for purposes of funding the Offer, any purchase, sale or transfer of a material amount of assets of the Fund or any of its subsidiaries; (c) any material change in the Fund’s present dividend policy, or indebtedness or capitalization of the Fund; (d) changes to the present Board or management of the Fund, including change to the number or the term of members of the Board, the filling of any existing vacancies on the Board or change to any material term of the employment contract of any executive officer; (e) any other material change in the Fund’s corporate structure or business, including any plans or proposals to make any changes in the Fund’s investment policy for which a vote would be required by Section 13 of the 1940 Act; (f) any class of equity securities of the Fund being delisted from a national securities exchange or ceasing to be authorized to be quoted in an automated quotations system operated by a national securities association; (g) any class of equity securities of the Fund becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; (h) the suspension of the Fund’s obligation to file reports pursuant to Section 15(d) of the Exchange Act; (i) the acquisition by any person of additional securities of the Fund, or the disposition of securities of the Fund; or (j) any changes in the Fund’s charter, bylaws or other governing instruments or other actions that could impede the acquisition of control of the Fund.

3. Certain Conditions of the Offer. Notwithstanding any other provision of the Offer, and in addition to (and not in limitation of) the Fund’s right to extend and amend the Offer at any time in its sole discretion, the Fund shall not be required to accept for repurchase or, subject to the applicable rules and regulations of the Commission, includingRule 14e-1(c) under the Exchange Act, pay for, and may delay the acceptance for payment of or payment for any tendered Fund Shares, if:

(a) the Fund is not able through reasonable efforts to procure Portfolio Securities for purposes of conducting the offer in an orderly manner and consistent with the Fund’s investment objective, policies and status as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”), in order to provide sufficient consideration to purchase Fund Shares tendered pursuant to the Offer;

(b) there shall be instituted, pending or threatened before any governmental entity or court any action, proceeding, application or claim, or there shall be any judgment, order or injunction sought or any other action taken by any person or entity, which restrains, prohibits or materially delays the making or consummation of the Offer, challenges the acquisition by the Fund of any Fund Shares pursuant to the Offer or the Board’s fulfillment of its fiduciary obligations in connection with the Offer, seeks to obtain any material amount of damages in connection with the Offer, or otherwise directly or indirectly adversely affects the Offer or the Fund;

(c) there shall have occurred (i) any general suspension of trading in or limitation on prices for securities on the NYSE, any other exchange on which the Fund Shares are traded or any German or other exchange on which Portfolio Securities held by the Fund are traded; (ii) any declaration of a banking moratorium or similar action material adverse to the Fund by U.S. federal, state or local authorities or any governmental authority of Germany or any other foreign jurisdiction, or any suspension of payment material to the Fund by banks in the United States, the State of New York, Germany or any other jurisdiction; (iii) any limitation having a material adverse effect on the Fund or the issuers of its Portfolio Securities that is imposed by U.S. federal, state or local authorities, or by any governmental authority of Germany or any other foreign jurisdiction, with respect to the extension of credit by lending institutions or the convertibility of foreign currencies; (iv) the commencement of war, armed hostilities, terrorist action or any other international or national calamity directly or indirectly involving the United States or Germany; or (v) any other event or condition which, in the judgment of the Board of Directors, would have a material adverse effect on the Fund or its shareholders if the tender offer were consummated; or

(d) the Board determines that effecting the Offer would be inconsistent with applicable legal requirements or would constitute a breach of the Board’s fiduciary duty owed to the Fund or its shareholders.

The Board may modify these conditions in light of experience.

The foregoing conditions are for the Fund’s sole benefit and may be asserted by the Fund regardless of the circumstances giving rise to any such condition (including any action or inaction of the Fund), and any such condition may be waived by the Fund, in whole or in part, at any time and from time to time in its reasonable judgment. The Fund’s failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right; the waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver with respect to

any other facts or circumstances; and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. Any determination by the Fund concerning the events described in this Section 3 shall be final and binding.

The Fund reserves the right, at any time during the pendency of the Offer, to amend, extend or terminate the Offer in any respect. (See Section 17.)

4. Procedures for Tendering Shares for Repurchase.

A. Proper Tender of Shares. For Fund Shares to be properly tendered pursuant to the Offer, a shareholder must cause a properly completed and duly executed Letter of Transmittal bearing original signature(s) and the original of any required signature guarantee(s), and all other documents required by the Letter of Transmittal, to be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Repurchase, and must either cause certificates for tendered Fund Shares to be received by the Depositary at such address or cause such Fund Shares to be delivered pursuant to the procedures for book-entry delivery set forth below (and confirmation of receipt of such delivery to be received by the Depositary), in each case before 5:00 p.m., Eastern time, on the Expiration Date, or (in lieu of the delivery of such Share certificates prior to the Expiration Date) such shareholder must comply with the guaranteed delivery procedures set forth below. Letters of Transmittal and certificates representing tendered Fund Shares should not be sent or delivered to the Fund. Shareholders who desire to tender Fund Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact that firm to effect a tender on their behalf. Shareholders who do not hold Fund Shares through a broker, dealer, commercial bank, trust company or other nominee may wish to contact one of these entities, deposit their Fund Shares with it and seek its assistance in establishing the Shareholder Accounts and submitting the Letter of Transmittal and other documents required for participation in the Offer.

In order to validly tender Fund Shares for repurchase pursuant to the Offer, tendering shareholders must submit instructions regarding their Shareholder Accounts. The form for these instructions appears in the Letter of Transmittal and, in the case of brokers, dealers, commercial banks, trust companies or other nominees tendering shares on behalf of clients, on the DTC Delivery Election Form. (See Section 6.)

The required transfer and delivery requirements are further detailed in the Letter of Transmittal.

Section 14(e) of the Exchange Act andRule 14e-4 promulgated thereunder make it unlawful for any person, acting alone or in concert with others, directly or indirectly, to request a tender of Fund Shares pursuant to the Offer unless at the time of the request, and at the time the Fund Shares are accepted for payment, the person requesting the tender has a net long position equal to or greater than the amount requested for tender in (a) Fund Shares, and will deliver or cause to be delivered such Fund Shares for the purpose of tender to the Fund within the period specified in the Offer, or (b) an equivalent security and, upon the acceptance of his or her request to tender, will acquire Fund Shares by conversion, exchange, or exercise of such equivalent security to the extent required by the terms of the Offer, and will deliver or cause to be delivered the Fund Shares so acquired for the purpose of requesting the tender to the Fund prior to or on the Expiration Date. Section 14(e) andRule 14e-4 provide a similar restriction applicable to the request to tender or guarantee of a request to tender on behalf of another person.

The acceptance of Fund Shares by the Fund for repurchase will constitute a binding agreement between the participating shareholder and the Fund upon the terms and subject to the conditions of the Offer, including the participating shareholder’s representation that the shareholder has a net long position in the Fund Shares being tendered for repurchase within the meaning ofRule 14e-4 and that the request to tender such Fund Shares complies withRule 14e-4.

B. Signature Guarantees and Method of Delivery. No signature guarantee is required if (a) the Letter of Transmittal is signed by the registered holder(s) (including, for purposes of this document, any participant in The Depository Trust Company (“DTC”) book-entry transfer facility whose name appears on DTC’s security position listing as the owner of Fund Shares) of the Fund Shares tendered thereby, unless such holder(s) has completed either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” in the Letter of Transmittal or (b) the Fund Shares tendered are tendered for the account of a firm (an “Eligible Institution”) which is a broker, dealer, commercial bank, credit union, savings association or other entity and which is a member in good standing of a stock transfer association’s approved medallion program (such as STAMP, SEMP or MSP). In all other cases, all signatures on the Letter of Transmittal must be guaranteed by an Eligible Institution. (See Instruction 2 of the Letter of Transmittal.)

If the Letter of Transmittal is signed by the registered holder(s) of the Fund Shares tendered for repurchase thereby, the signature(s) must correspond with the name(s) as written on the face of the certificate(s) for the Fund Shares tendered for repurchase without alteration, enlargement or any change whatsoever.

If any of the Fund Shares tendered for repurchase thereby are owned of record by two or more joint owners, all such owners must sign the Letter of Transmittal.

If any of the Fund Shares tendered for repurchase are registered in different names, it is necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations.

If the Letter of Transmittal or any certificates for Fund Shares tendered for repurchase or stock powers relating to Fund Shares tendered for repurchase are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Fund of their authority so to act must be submitted together with the Letter of Transmittal.

If the Letter of Transmittal is signed by the registered holder(s) of the Fund Shares tendered for repurchase, no endorsements of certificates or separate stock powers with respect to such Fund Shares are required unless payment is to be made to, or certificates for Fund Shares not purchased are to be issued in the name of, a person other than the registered holder(s). Signatures on such certificates or stock powers must be guaranteed by an Eligible Institution.

If the Letter of Transmittal is signed by a person other than the registered holder(s) of the certificate(s) listed thereon, the certificate(s) must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the certificate(s) for the Fund Shares involved. Signatures on such certificates or stock powers must be guaranteed by an Eligible Institution. (See subsection D of this Section 4.)

C. Book-Entry Delivery. The Depositary has established an account with respect to the Fund Shares at DTC for purposes of the Offer. Any financial institution that is a participant in the DTC system may make book-entry delivery of Fund Shares tendered for repurchase pursuant to the Offer by causing DTC to transfer such Fund Shares into the Depositary’s account at DTC in accordance with DTC’s procedures for such transfers. However, although delivery of Fund Shares may be effected through book-entry transfer into the Depositary’s account at DTC, a Letter of Transmittal (or a copy or facsimile thereof) properly completed and bearing original signature(s) and the original of any required signature guarantee(s), or an Agent’s Message (as defined below) in connection with a book-entry transfer and all other documents required by the Letter of Transmittal, must in any case be received by the Depositary prior to 5:00 p.m., Eastern time, on the Expiration Date at one of its addresses set forth on the back cover page of this Offer to Repurchase, or the tendering shareholder must comply with the guaranteed delivery procedures described below.

The term “Agent’s Message” means a message from DTC transmitted to, and received by, the Depositary forming a part of a timely confirmation of a book-entry transfer of Fund Shares (a “Book-Entry Confirmation”) which states that (a) DTC has received an express acknowledgment from the DTC participant tendering the Fund Shares for repurchase that are the subject of the Book-Entry Confirmation, (b) the DTC participant has received and agrees to be bound by the terms of the Letter of Transmittal, and (c) the Fund may enforce such agreement against the DTC participant. Delivery of documents to DTC in accordance with DTC’s procedures does not constitute delivery to the Depositary.

D. Guaranteed Delivery. Notwithstanding the foregoing, if a shareholder desires to tender Fund Shares for repurchase pursuant to the Offer and the certificates for the Fund Shares to be tendered for repurchase are not immediately available, or the Letter of Transmittal and all documents required by the Letter of Transmittal to reach the Depositary cannot be delivered prior to 5:00 p.m., Eastern time, on the Expiration Date, or a shareholder cannot complete the procedures for delivery by book-entry transfer on a timely basis, then such shareholder’s Fund Shares nevertheless may be tendered for repurchase, provided that all of the following conditions are satisfied: (a) the tender for repurchase is made by or through an Eligible Institution; (b) a properly completed and duly executed Notice of Guaranteed Delivery in the form provided by the Fund is received by the Depositary prior to 5:00 p.m., Eastern time, on the Expiration Date; and (c) the certificates for all such Fund Shares tendered for repurchase, in proper form for transfer, or a Book-Entry Confirmation with respect to such Fund Shares, as the case may be, together with a Letter of Transmittal (or a copy or facsimile thereof) properly completed and bearing original signature(s) and the original of any required signature guarantee(s) (or, in the case of a book-entry transfer, an Agent’s Message) and any documents required by the Letter of

Transmittal, are received by the Depositary prior to 5:00 p.m., Eastern time, on the second NYSE trading day after the date of execution of the Notice of Guaranteed Delivery.

The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Fund Shares tendered for repurchase within the meaning of, and that the request for tender of the Fund Shares effected thereby complies with,Rule 14e-4 under the Exchange Act, each in the form set forth in the Notice of Guaranteed Delivery.

THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause (a) tender of their Fund Shares for repurchase (in proper certificated or uncertificated form); (b) the timely delivery of a properly completed Letter of Transmittal (or a copy or facsimile thereof) (including original signature(s) and the original of any required signature guarantee(s)); and (c) the timely delivery of all other documents required by the Letter of Transmittal. Timely delivery is a condition precedent to acceptance of Fund Shares for repurchase pursuant to the Offer and to payment of the Portfolio Securities.

Notwithstanding any other provision hereof, payment for Fund Shares accepted for repurchase pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share certificates evidencing such Fund Shares or a Book-Entry Confirmation of the delivery of such Fund Shares (if available), a Letter of Transmittal (or a copy or facsimile thereof) properly completed and bearing original signature(s) and the original of any required signature guarantee(s) or, in the case of a book-entry transfer, an Agent’s Message and all other documents required by the Letter of Transmittal.

E. Determinations of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of tenders will be determined by the Fund, in its sole discretion, which determination shall be final and binding. The Fund reserves the absolute right to reject any or all requests to tender Fund Shares determined not to be in appropriate form or to refuse to accept for payment, purchase, or pay for, any Fund Shares if, in the opinion of the Fund’s counsel, accepting, purchasing or paying for such Fund Shares would be unlawful. The Fund also reserves the absolute right to waive any of the conditions of the Offer or any defect in any tender, whether generally or with respect to any particular Fund Share(s) or shareholder(s). The Fund’s interpretations of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) shall be final and binding.

NEITHER THE FUND, ITS BOARD OF DIRECTORS, THE MANAGER, THE ADVISER, THE INFORMATION AGENT, THE DEPOSITARY NOR ANY OTHER PERSON IS OR WILL BE OBLIGATED TO GIVE ANY NOTICE OF ANY DEFECT OR IRREGULARITY IN ANY TENDER, AND NONE OF THEM WILL INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH NOTICE.

F. United States Federal Income Tax Withholding. To prevent U.S. federal income tax backup withholding at a rate generally equal to 28% of the gross payments made pursuant to the Offer, each participating U.S. Shareholder must complete the SubstituteForm W-9 included in the Letter of Transmittal and provide such form to the Depositary. A “U.S. Shareholder” is, in general, a shareholder that is (a) an individual who is a citizen or resident of the United States; (b) a corporation or other entity taxed as a corporation, created or organized in or under the laws of the United States, any State thereof or the District of Columbia; (c) an estate the income of which is subject to United States federal income taxation regardless of the source of such income; or (d) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust.

ParticipatingNon-U.S. Shareholders must submit aForm W-8BEN or otherForm W-8, as appropriate, to the Depositary in order to avoid backup withholding. For this purpose, a“Non-U.S. Shareholder” is any shareholder that is not a U.S. Shareholder. Copies ofForm W-8BEN are provided with the Letter of Transmittal forNon-U.S. Shareholders. Other types ofForm W-8 can be found on the IRS website atwww.irs.gov/formspubs/index.html.

FAILURE OF A PARTICIPATING SHAREHOLDER TO SUBMIT THE DOCUMENTATION DESCRIBED ABOVE WILL RESULT IN AN INVALID SUBMISSION OF FUND SHARES FOR PARTICIPATION IN THE OFFER AND,

ACCORDINGLY, SUCH SHAREHOLDER’S SUBMITTED FUND SHARES WILL NOT BE ACCEPTED FOR PURCHASE.

5. Withdrawal Rights. At any time prior to 5:00 p.m., Eastern time, on the Expiration Date, and, if the Fund Shares have not by then been accepted for payment by the Fund, at any time after February 1, 2008, any shareholder may withdraw all, but not less than all, of the Fund Shares that the shareholder has tendered.

To be effective, a written notice of withdrawal of Fund Shares tendered for repurchase must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Repurchase. Shareholders may also send a facsimile transmission notice of withdrawal, which must be timely received by the Depositary prior to 5:00 p.m., Eastern time, on the Expiration Date, and the original notice of withdrawal must be delivered to the Depositary by overnight courier or by hand the next day. Any notice of withdrawal must specify the name(s) of the person having requested the tendered Fund Shares to be withdrawn, the number of Fund Shares to be withdrawn (which may not be less than all of the Fund Shares tendered by the shareholder) and, if one or more certificates representing such Fund Shares have been delivered or otherwise identified to the Depositary, the name(s) of the registered owner(s) of such Fund Shares as set forth in such certificate(s) if different from the name(s) of the person tendering the Fund Shares. If one or more certificates have been delivered to the Depositary, then, prior to the release of such certificate(s), the certificate number(s) shown on the particular certificate(s) evidencing such Fund Shares must also be submitted and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution.

All questions as to the validity, form and eligibility (including time of receipt) of notices of withdrawal will be determined by the Fund in its sole discretion, which determination shall be final and binding. Fund Shares properly withdrawn will not thereafter be deemed to be tendered for purposes of the Offer. Withdrawn Fund Shares, however, may be re-tendered for repurchase by following the procedures described in Section 4 prior to 5:00 p.m., Eastern time, on the Expiration Date. Except as otherwise provided in this Section 5, tenders of Fund Shares made pursuant to the Offer will be irrevocable.

NEITHER THE FUND, ITS BOARD OF DIRECTORS, THE MANAGER, THE ADVISER, THE INFORMATION AGENT, THE DEPOSITARY NOR ANY OTHER PERSON IS OR WILL BE OBLIGATED TO GIVE ANY NOTICE OF ANY DEFECT OR IRREGULARITY IN ANY NOTICE OF WITHDRAWAL, NOR SHALL ANY OF THEM INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH NOTICE.

6. Payment for Shares. For purposes of the Offer, the Fund will be deemed to have accepted for payment and repurchased Fund Shares that are tendered for repurchase (and not withdrawn in accordance with Section 5) when, as and if the Fund gives oral or written notice to the Depositary of its acceptance of such Fund Shares for repurchase pursuant to the Offer. Under the Exchange Act, the Fund is obligated to pay for or return Fund Shares tendered for repurchase promptly after the termination, expiration or withdrawal of the Offer. Upon the terms and subject to the conditions of the Offer, the Fund will distribute Portfolio Securities as payment for properly tendered Fund Shares as soon as practicable after the Expiration Date.

The sale proceeds of the Offer will be paid in apro rataportion of the Portfolio Securities then held by the Fund except for: (a) securities that are not traded on a public securities market or for which quoted bid and ask prices are not available; (b) securities that, if distributed, would be required to be registered under the Securities Act; (c) securities issued by entities in countries which restrict or prohibit the holding of securities by non-nationals other than through qualified investment vehicles, or whose distribution would require registration under or otherwise be contrary to applicable local laws, rules or regulations; and (d) certain portfolio assets (such as forward currency exchange contracts, futures and options contracts, and purchase agreements) that, although they may be liquid and marketable, involve the assumption of contractual obligations, require special trading facilities or can only be traded with the counterparty to the transaction in order to effect a change in beneficial ownership. With respect to the Portfolio Securities, as to fractional sharesand/or odd lots of securities, and with respect to any amounts attributable to any cash position held by the Fund (including short-term non-equity securities), the Fund will (a) pay cash (in U.S. dollars); (b) round off (up or down) odd lots or fractional shares so as to eliminate them prior to distribution; or (c) pay a higherpro ratapercentage of equity securities equivalent to the value thereof. The choice of option (a), (b) or (c) with respect to the treatment of fractional sharesand/or odd lots of securities is at the discretion of the Fund.

Portfolio Securities distributed in the Offer will be valued in the same manner as they would be valued for the purposes of computing the Fund’s net asset value on the Repurchase Pricing Date. In the case of Portfolio Securities traded on a public securities market for which public price quotations are available, this means their last reported sales price on the exchange on which the securities are primarily traded, or, if the securities are not listed on an exchange or the public securities market, or, if there is no such reported price, the average of the most recent bid and asked price (or, if no such asked price is available, the last quoted bid prices). The Portfolio Securities distributed to shareholders pursuant to the Offer will be limited to securities that are traded on a public securities market or for which quoted bid prices are available.

In order to comply with applicable German laws and regulations, each tendering shareholder (or the holders of legal title to the Fund Shares if legal and beneficial ownership are held by different persons) must establish a European Securities Account. Shareholders should note that establishing a European Securities Account may require more time than opening a comparable securities account in the U.S. Accordingly, participating shareholders should promptly make these arrangements. The Depositary will cancel properly tendered Fund Shares accepted by the Fund for repurchase as soon as possible after the Expiration Date. The Fund’s obligation with respect to any tendering shareholder to make payment for such Fund Shares shall be satisfied when the Fund gives written or oral instructions to the Subcustodian to deposit the Portfolio Securities into such tendering shareholder’s European Securities Account and any cash proceeds into such tendering shareholder’s USD Account.

Participating shareholders may experience a delay in the transfer of Portfolio Securities into their European Securities Account due to the time required to clear the transfer of title to the Portfolio Securities under German and other European securities trade clearing practices. The Fund will not pay interest on the purchase price for this or any other reason.

In all cases, payment for Fund Shares purchased pursuant to the Offer will be made only after timely receipt by the Depositary of:


	•	a Letter of Transmittal (or a copy thereof) properly completed and duly executed and any required signature guarantee(s), or an Agent’s Message in connection with a book-entry transfer;

	•	certificate evidencing Fund Shares or timely confirmation of a book-entry transfer of such Fund Shares into the Depositary’s account at DTC pursuant to the procedure set forth in Section 4; and

	•	all other documents required by the Letter of Transmittal.

The Fund is paying the costs of conducting the Offer, which include the costs of printing and mailing materials to shareholders, certain legal and filing fees and the fees and expenses of the Depositary and Information Agent. Participating shareholders will pay the costs associated with distributing Portfolio Securities pursuant to the Offer (generally, certain transfer taxes and custodial expenses), which shall be deducted directly from each participating shareholder’s proceeds from the repurchase. Participating shareholders will bear any transaction costs associated with transferring and delivering the Portfolio Securities and cash proceeds to such participating shareholder’s Shareholder Accounts. The actual per share expenses of effecting the repurchases and of any liquidation of Portfolio Securities received will depend on a number of factors, including the number of Fund Shares tendered, the Fund’s portfolio composition at the time and market conditions prevailing during the liquidation process. Per share expenses borne by a participating shareholder might increase to the extent that the Fund repurchases fewer shares from such participating shareholder. Shareholders wishing to sell Fund Shares should consider whether participating in the Offer, in light of these transaction costs, is cost-effective versus selling Fund Shares on the NYSE. Brokers, dealers or other institutions also may charge fees to a participating shareholder for processing a repurchase request and sending it to the Depositary. A participating shareholder may also incur expenses associated with the establishment of the Shareholder Accounts, plus fees, expenses and brokerage commissions associated with the disposal or retention of Portfolio Securities.

Certificates representing Fund Shares tendered but not repurchased will be returned promptly following the termination, expiration or withdrawal of the Offer. The Fund will not be obligated to repurchase Fund Shares pursuant to the Offer under certain conditions. (See Section 3.)

In order to validly tender Fund Shares for purchase pursuant to the Offer, participating shareholders must complete and sign the appropriate IRSForm W-8 or Substitute IRSForm W-9, as applicable, and provide such form to the

Depositary together with the Letter of Transmittal. Failure of a participating shareholder to do so will result in a defective submission and the Fund will be unable to purchase such shareholder’s Fund Shares.

7. Source and Amount of Consideration. The actual cost of the Offer to the Fund cannot be determined at this time because the number of Fund Shares to be repurchased will depend on the number of Fund Shares tendered for repurchase, and the price will be based on the NAV per Fund Share on the Repurchase Pricing Date. If the NAV per Fund Share on the Repurchase Pricing Date were $18.54, which was the NAV per Fund Share on December 19, 2007, and if shareholders tender the maximum number of Fund Shares offered to be repurchased (20% of the Fund’s outstanding Fund Shares), estimated payments by the Fund of Portfolio Securities to the shareholders would be worth approximately $88.3 million. (See the Pro Forma Capitalization Table, Section 8.) The Fund will not be responsible for the costs of distributing the Portfolio Securities, including any transaction expenses and fees and the costs associated with the services of the Subcustodian, which will be paid by participating shareholders.

The consideration which participating shareholders will receive under the terms of the Offer consists ofpro rataportions of the Fund’s Portfolio Securities and cash held by the Fund. As of September 30, 2007, approximately 94% of the Fund’s assets were invested in equity securities of German issuers, 4% in equity securities of Dutch issuers and 2% in equity securities of Irish issuers. All of the issuers of Portfolio Securities were listed on a public exchange. The Fund anticipates that it will post a schedule of its portfolio holdings as of December 31, 2007 on its website atwww.newgermanyfund.com on or about January 15, 2008.

8. Effects of the Offer; Consequences of Participation. THE OFFER MAY HAVE CERTAIN ADVERSE CONSEQUENCES FOR PARTICIPATING AND NON-PARTICIPATING SHAREHOLDERS.

A. Effects on Value of Portfolio Securities. The Fund’s investments and the Portfolio Securities may decrease in value following the Offer, depending on the level of participation in the Offer and whether and when participating shareholders choose to dispose of the Portfolio Securities after the Offer. Because of the size of the Fund and the small- to mid-market capitalization of the issuers of the Portfolio Securities, if a large percentage of shareholders participate in the Offer and choose to sell the Portfolio Securities shortly after receiving them, there could be an adverse impact on the market prices of the Portfolio Securities, which risk would affect both participating and non-participating shareholders.

B. Effects on the Fund. The repurchase of Fund Shares pursuant to the Offer will have the effect of increasing the proportionate interest in the Fund of non-participating shareholders and reducing the net assets of the Fund. This reduction in the net assets of the Fund will likely cause the ratio of the Fund’s expenses to its net assets to increase. Additionally, a reduction in the number of Fund Shares issued and outstanding may reduce the liquidity and the depth of the trading market for Fund Shares.

C. Pro Forma Effects on Fund Capitalization. The repurchase by the Fund of the Fund Shares will reduce the Fund’s net assets (that is, its assets less its liabilities). The following table sets forth the net assets of the Fund as of June 30, 2007, adjusted to give effect to the Offer (excluding expenses and assuming the Fund repurchases 20% of its outstanding Fund Shares pursuant to the Offer):

Pro Forma Capitalization(1)


			Adjustment for
	As of June 30,		Purchase at $17.80			Pro Forma as
	2007		per Fund Share(2)			Adjusted

Total net assets	$	486,375,362	$	88,296,794		$	398,079,568
Fund Shares outstanding		24,804,698		(4,960,940	)		19,843,758
NAV per Fund Share(3)	$	19.61	$	17.80		$	20.06


(1)		This table assumes purchase by the Fund of 4,960,940 Fund Shares, equal to 20% of the Fund’s outstanding Fund Shares as of December 19, 2007.

(2)		This amount represents 96% of the Fund’s NAV per Fund Share, as of December 19, 2007. Fund Shares repurchased pursuant to the Offer will be purchased at a 4% discount to NAV on the Repurchase Pricing Date, which may be more or less than $17.80 per Fund Share, and the pro forma NAV per Fund Share also may be more or less than that shown above.


(3)		The NAV per Fund Share is determined as of the close of regular trading on the NYSE no less frequently than weekly, at such times as the Board may determine, and on the last business day of each month the NYSE is open, by dividing the total assets of the Fund, less all liabilities, by the total number of Fund Shares outstanding.

D. Expenses of Participating Shareholders. Without consideration of any potential tax consequences to participating shareholders, the actual per share expense incurred by a shareholder to participate in the Offer will depend on many factors, including the number of Fund Shares tendered for repurchase by such participating shareholder, expenses associated with establishing the Shareholder Accounts and any fees and expenses paid to a U.S. financial institution for submitting the documentation necessary for participation in the Offer. The impact of such per share expenses on a participating shareholder will depend in part on how many Fund Shares the Fund repurchases from such participating shareholder; per share expenses borne by a participating shareholder might increase to the extent that the Fund repurchases fewer Fund Shares from such participating shareholder. Participating shareholders may incur additional expenses following their participation in the Offer, which may vary depending on whether they sell or retain the Portfolio Securities. Shareholders wishing to sell Fund Shares should consider whether participating in the Offer, in light of these transaction costs, is cost-effective versus selling Fund Shares on the NYSE.

E. Consequences of Receipt of Foreign Portfolio Securities. Participating shareholders may wish to retain the Portfolio Securities as a long-term investment. The Fund is not providing shareholders with specific information regarding any of the Portfolio Securities and participating shareholders may not have the means to effectively monitor, or to monitor as efficiently as a managed investment vehicle, the performance of the Portfolio Securities and to assess their associated risks. Although the issuers of the Portfolio Securities are all publicly listed companies, German or other European disclosure rules may not require publicly disclosed information regarding such issuers to be as current as information provided by U.S. public companies or for such information to be made available in English. German and other European public companies may also be subject to less stringent disclosure standards and regulatory oversight than U.S. companies.

Direct investment in German and other European securities involves further considerations that are not normally associated with investments in U.S. securities, including (a) relatively lesser liquidity; (b) currency fluctuations and the cost of converting Euro into U.S. dollars; and (c) political, economic and social risks and uncertainties.

There also may be additional future costs participating shareholders incur in retaining the Portfolio Securities. If participating shareholders receive Portfolio Securities and then determine to liquidate the Portfolio Securities, such participating shareholders would be subject to investment and currency risks as well as any additional expenses and tax consequences associated with liquidating Portfolio Securities. Shareholders are encouraged to consult with their financial and tax advisers regarding these issues.

THE VALUE OF THE PORTFOLIO SECURITIES MAY DECREASE OR INCREASE BETWEEN THE EXPIRATION DATE AND THE REPURCHASE PRICING DATE, AND BETWEEN THE REPURCHASE PRICING DATE AND THE DATE ON WHICH THE PORTFOLIO SECURITIES ARE ACTUALLY TRANSFERRED INTO PARTICIPATING SHAREHOLDERS’ EUROPEAN SECURITIES ACCOUNTS. PARTICIPATING SHAREHOLDERS WILL ASSUME THESE MARKET RISKS.

F. Tax Consequences of Participating Shareholders. The sale by participating U.S. Shareholders of Fund Shares in exchange for Portfolio Securities pursuant to the Offer will generally have U.S. federal income tax consequences, and the subsequent ownership and sale by participating Shareholders of such Portfolio Securities may also have U.S. and German tax consequences. In addition, Non-participating Shareholders may also be subject to certain U.S. tax consequences. See Sections 14 (“Certain United States Federal Income Tax Consequences”) and 15 (“Certain German Tax Consequences”).

9. Price Range of Shares; Dividends/Distributions. The following table sets forth, for the periods indicated, the high and low NAVs per Fund Share and the high and low closing sale prices per Fund Share as reported on the NYSE Composite Tape, and the amounts of cash dividends/distributions per Share paid during such periods.


	Net Asset Value				Market Price				Dividends/
	High		Low		High		Low		Distributions

Year (ending December 31)
2003
1st Quarter	$	4.83	$	4.31	$	3.38	$	3.49		—
2nd Quarter		6.43		4.67		5.08		3.61		—
3rd Quarter		7.40		6.13		6.15		4.91	$	0.0030
4th Quarter		8.72		7.29		7.24		5.87		0.0220
2004
1st Quarter		9.98		8.64		8.37		6.95		—
2nd Quarter		9.44		8.43		7.81		6.76		0.0500
3rd Quarter		9.42		8.43		7.70		6.96		—
4th Quarter		10.56		9.17		9.08		7.60		0.2300
2005
1st Quarter		11.18		10.26		9.71		8.86		—
2nd Quarter		11.07		10.15		9.44		8.65		0.1400
3rd Quarter		12.07		10.62		10.70		9.27		—
4th Quarter		11.89		10.97		10.62		9.54		0.4100
2006
1st Quarter		14.27		11.66		13.00		10.27		—
2nd Quarter		15.60		12.07		14.60		11.05		0.1500
3rd Quarter		14.06		12.13		12.85		10.96		—
4th Quarter		16.04		13.99		14.47		12.61		0.0550
2007
1st Quarter		18.03		15.78		16.48		14.37		—
2nd Quarter		19.61		18.20		17.94		16.46		0.3400
3rd Quarter		20.67		16.96		19.08		15,35		—
4th Quarter (through December 19)		20.64		18.14		18.50		16.02		—

As of the close of business on December 19, 2007, the Fund’s NAV was $18.54 per Fund Share, and the high, low and closing prices per Fund Share on the NYSE on that date were $16.48, $16.23 and $16.37, respectively. Prior to the expiration of the Offer, NAV quotations can be obtained in the manner indicated in Section 1.

The tender of Fund Shares, unless and until such tendered Fund Shares are accepted for repurchase, will not affect the record ownership of any such tendered Fund Shares for purposes of entitlement to any dividends payable by the Fund.

10. Selected Financial Information. The table below is intended to help you understand the financial performance of the Fund. This information, except as indicated, has been derived from audited financial statements of the Fund, which are incorporated herein by reference and included in the Fund’s Annual Report to shareholders. The Annual and Semi-Annual Reports may be obtained without charge by writing to The Altman Group, Inc., the Information Agent, by calling 1-800-884-5101 or on the Internet at www.sec.gov or www.newgermanyfund.com.

FINANCIAL HIGHLIGHTS

The following table includes per Fund Share performance data for a share of the Fund, total investment return, ratios to average net assets and other supplemental data for each period indicated. This information has been derived from information provided in the financial statements and market price data for Fund Shares.

Financial Highlights


	Years Ended December 31,																	��
	2007(a)			2006			2005			2004			2003			2002

Per Share Operating Performance
Net asset value, beginning of period	$	16.04		$	11.29		$	10.51		$	8.72		$	4.53		$	7.50
Net investment income (loss)		.13			.04	(b)		(.01	)(b)		(.01	)(b)		—			(.03	)
Net realized and unrealized gain (loss) on investment and foreign currency transactions		3.78			4.91			1.32			2.00			4.17			(2.97	)
Increase (decrease) from investment operations		3.91			4.95			1.31			1.99			4.17			(3.00	)
Increase resulting from share repurchases		—			.01			.04			.08			.05			.03
Distributions from net investment income		(.34	)		(.21	)		(.55	)		(.28	)		(.03	)		—
Dilution in net asset value from dividend reinvestment		—			—			(.02	)		.00	(c)		.00	(c)		—
Net asset value, end of period	$	19.61		$	16.04		$	11.29		$	10.51		$	8.72		$	4.53
Market value, end of period	$	17.75		$	14.47		$	10.19		$	9.05		$	7.16		$	3.55
Total Investment Return for the Period †
Based upon market value(%)		25.05	***		44.13			18.94			30.50			102.42			(39.52	)
Based upon net asset value(%)		24.63	***		43.94			13.68			24.44			93.07			(39.60	)
Ratio to Average Net Assets
Total expenses before custody credits*(%)		1.13	**		1.30			1.64			1.24			1.40			1.48
Net investment income (loss)(%)		.72	****		.31			(.07	)		(.08	)		.05			(.46	)
Portfolio turnover(%)		20.18	***		45.46			51.70			58.42			86.07			98.55
Net assets at end of period (000s omitted)	$	486,375		$	397,933		$	281,825		$	265,810		$	230,587		$	124,504


(a)		For the six months ended June 30, 2007 (unaudited).

(b)		Based on average shares outstanding during the period.

(c)		Amount is less than $.005 per share.

†		Total return based on net asset value reflects changes in the Fund’s net asset value during each period. Total return based on market value reflects changes in market value. Each figure includes reinvestments of dividend and capital gain distributions, if any. These figures will differ depending upon the level of any discount from or premium to net asset value at which the Fund’s shares trade during the period.

*		The custody credits are attributable to interest earned on U.S. cash balances. The ratio of total expenses after custody credits to average net assets are 1.13%, 1.24%, 1.63%, 1.24%, 1.39%, and 1.47% for 2007, 2006, 2005, 2004, 2003 and 2002, respectively.

**		Annualized

***		Not Annualized

****		Not Annualized. The ratio for the six months ended June 30, 2007 has not been annualized since the Fund believes it would not be appropriate because the Fund’s dividend income is not earned ratably throughout the fiscal year.

SUMMARY OF SELECTED FINANCIAL INFORMATION
FOR THE PERIODS INDICATED BELOW


	Six Months
	Ended			Year Ended			Year Ended			Year Ended
	June 30,			December 31,			December 31,			December 31,
	2007			2006			2005			2004
	(Unaudited)			(Audited)			(Audited)			(Audited)

STATEMENT OF OPERATIONS
Total Investment Income		5,665,014			5,517,971			4,296,347			2,774,252
Total Expenses before custody credits		2,484,767			4,466,006			4,495,221			2,959,948
Less: custody credits		(1,685	)		(7,804	)		(11,033	)		(3,266	)
Net Expenses		2,483,082			4,458,202			4,484,188			2,956,682
Net investment income		3,181,932			1,059,769			(187,841	)		(182,430	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS:
Net realized gain (loss) on:
Investments		35,200,337			47,015,21			37,272,578			24,740,586
Foreign Currency Transactions		107,117			662,679			(586,475	)		591,844
Net unrealized appreciation (depreciation) of:
Investments		58,269,493			74,232,326			(3,936,151	)		26,261,612
Translation of other assets and liabilities from foreign currency		117,451			29,997			(75,128	)		30,366
Net gain on investments and foreign currency transactions		93,694,398			121,940,215			32,674,824			51,624,408
Net Increase (Decrease) in Net Assets from Operations		96,876,330			122,999,984			32,486,983			51,441,978
STATEMENT OF ASSETS AND LIABILITIES
Total Assets		540,321,383			556,501,412			306,784,765			266,476,106
Total Liabilities		53,946,021			158,568,783			24,959,719			666,317
Net Assets		486,375,362			397,932,629			281,825,046			265,809,789
Net asset value per share		19.61			16.04			11.29			10.51

SUMMARY OF ANNUAL NAV DISCOUNTS AND PREMIUMS

Shares have traded at varying relationships to per Fund Share net asset value. The following table shows the relationship between price on the NYSE and net asset value per Fund Share for the years indicated:


	Discount as a Percentage of NAV
Year	Average			High					Low

1999		18.60	%		23.77	%	(12/9/99	)		11.01	%	(8/13/99	)
2000		21.15			27.74		(5/3/00	)		15.53		(11/13/00	)
2001		18.22			23.36		(10/29/01	)		12.21		(7/6/01	)
2002		17.26			24.41		(12/13/02	)		9.60		(7/3/02	)
2003		19.29			24.46		(5/29/03	)		14.07		(11/5/03	)
2004		17.38			21.02		(6/4/04	)		13.05		(12/29/04	)
2005		13.13			15.81		(4/20/05	)		9.41		(12/29/05	)
2006		9.30			13.40		(1/20/06	)		4.91		(4/12/06	)
2007(a)		11.44			13.47		(11/30/07	)		8.77		(11/13/07	)


(a)		Through December 19, 2007.

11. Interest of Directors, Executive Officers and Certain Related Persons. Information, as of particular dates, concerning the Fund’s directors and executive officers, their remuneration, any material interest of such persons in transactions with the Fund and other matters, is required to be disclosed in proxy statements distributed to the Fund’s shareholders and filed with the Commission. The table below sets forth the number of Fund Shares and percentage of outstanding Fund Shares beneficially owned by the directors and officers of the Fund as of November 30, 2007.


	Number of Fund
	Shares
Name and Position	Beneficially Owned

John Bult, Director		2,926
Ambassador Richard R. Burt, Director		1,450.74
John H. Cannon, Director		5,602.67
Michael G. Clark, President and Chief Executive Officer		0
Richard Karl Goeltz, Director		11,941
David Goldman, Secretary		0
Dr. Franz Wilhelm Hopp, Director		0
Dr. Friedbert Malt, Director		0
Ernst-Ulrich Matz, Director		0
Elisa D. Metzger, Chief Legal Officer		0
John Millette, Assistant Secretary		0
Brett D. Rogers, Chief Compliance Officer		0
Paul H. Schubert, Chief Financial Officer		0
Christian H. Strenger, Chairman		0
Dr. Frank Trömel, Director		0
Robert H. Wadsworth, Director		10,631.83
Werner Walbröl, Director		1,655.58
Peter Zühlsdorff, Director		0

The total percentage of shares beneficially owned by all directors and executive officers equals less than 1% of the outstanding Fund Shares. Directors who are German residents would be subject to adverse German tax consequences if they owned shares of a fund organized outside of Germany, such as the Fund, that is not subject to German regulation or tax reporting.

The Fund has not effected any transaction in Fund Shares, except for a dividend payable in Fund Shares with an election to receive cash, during the past 60 days. Except as set forth in this Offer to Repurchase, neither the Fund nor, to the best of the Fund’s knowledge, any of the Fund’s directors or officers, is a party to any agreement, arrangement, or understanding, whether or not legally enforceable, with respect to any of the Fund’s securities, including, without limitation, any agreement, arrangement, or understanding with respect to the transfer or voting of securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, or the giving or withholding of proxies, consents or authorizations. Based upon information provided or available to the Fund, no director, officer or affiliate of the Fund intends to tender Fund Shares for repurchase pursuant to the Offer. The terms of the Offer do not, however, restrict or limit the Fund from repurchasing Fund Shares from any such person.

During the 60 days prior to the date of this Offer to Repurchase, the Fund did not purchase any Fund Shares in the open market.

12. Certain Information About the Fund. The Fund is a Maryland corporation with its principal executive offices located at 345 Park Avenue, New York, NY 10154 (telephone number (800) GERMANY). The Fund is a closed-end management investment company. The Fund first issued Fund Shares to the public on January 30, 1990. As a closed-end investment company, the Fund differs from an open-end investment company (i.e., a mutual fund) in that it does not redeem its Fund Shares at the election of a shareholder and does not continuously offer its Fund Shares for sale to the public. The Fund’s investment objective is long-term capital appreciation through investment in theMittelstand,an important group of small- and mid-market capitalization German companies.

The Manager is a corporation organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Manager and its predecessors have served as investment manager to the Fund since March 6, 1990. The Manager’s principal business address is 345 Park Avenue, New York, NY 10154.

The Manager is part of Deutsche Asset Management. Deutsche Asset Management is the marketing name in the United States for the asset management activities of Deutsche Bank AG, Deutsche Investment Management Americas, Inc., Deutsche Asset Management Inc., Deutsche Asset Management Investment Services Ltd., Deutsche Bank Trust Company Americas and Scudder Trust Company. Deutsche Asset Management is a global asset management organization with more than $798 billion in assets under management as of September 30, 2007. The Manager is an indirect wholly-owned subsidiary of Deutsche Bank AG. Deutsche Bank AG is a global banking institution engaged in financial services, including investment management, mutual fund, retail, private and commercial banking, investment banking and insurance.

The Manager, the predecessor of which is Scudder, Stevens & Clark, Inc. (“Scudder”), is an investment counseling firm established as a partnership in 1919. Scudder reorganized from a partnership to a corporation on June 28, 1965. On December 31, 1997, Zurich Insurance Company (“Zurich”) acquired a majority interest in Scudder, and Zurich Kemper Investments, Inc., a Zurich subsidiary, became part of Scudder. Scudder’s name changed to Scudder Kemper Investments, Inc. On January 1, 2001, the Manager changed its name from Scudder Kemper Investments, Inc. to Zurich Scudder Investments, Inc. On April 5, 2002, 100% of the Manager was acquired by Deutsche Bank AG. Upon the closing of this transaction, the Manager changed its name from Zurich Scudder Investments, Inc. to Deutsche Investment Management Americas Inc.

The Adviser is a wholly-owned subsidiary of Deutsche Bank AG. The address of the Adviser is Mainzer Landstrasse178-190, D-60327 Frankfurt am Main, Germany. The Adviser is registered as an investment adviser under the Advisers Act and began serving as Adviser to the Fund on March 6, 1990 (under the name DB Capital Management International GmbH). The Adviser renders investment advisory services and brokerage placement services to the Fund and the Manager.

13. Additional Information. The Fund has filed with the Commission an Issuer Tender Offer Statement on Schedule TO, including the exhibits thereto (“Schedule TO”), which provides certain additional information relating to the Offer. You may inspect and obtain a copy of Schedule TO at the prescribed rates at the Commission’s public reference facilities at 450 Fifth Street, N.W., Room 1024, Washington, D.C. Copies of Schedule TO may also be obtained by mail at the prescribed rates from the Public Reference Branch of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. The Fund’s filings are also available to the public on the Commission’s website atwww.sec.gov.

14. Certain United States Federal Income Tax Consequences. The following discussion is a general summary of certain U.S. federal income tax consequences of a participating shareholder’s sale of Fund Shares pursuant to the Offer. This discussion is based on current U.S. federal income tax law, including the Code, existing and proposed Treasury regulations, administrative pronouncements and judicial decisions, all as currently in effect and all of which are subject to change, possibly with retroactive effect. This discussion does not apply to you if you are a member of a class of holders subject to special rules (such as a dealer in securities, a trader in securities that elects to use a mark-to-market method of accounting for your securities holdings, a bank, a life insurance company, a tax-exempt organization, a person that owns Fund Shares as part of a hedging, integrated, conversion or constructive sale transaction or as a position in a straddle, or a U.S Shareholder whose functional currency for tax purposes is not the U.S. dollar). Shareholders should consult their own tax advisers with respect to the tax consequences of a sale of Fund Shares pursuant to the Offer, including potential tax consequences in jurisdictions where the shareholder is a citizen, resident or domiciliary.

A. Consequences to U.S. Shareholders of Participating in the Offer. It is anticipated that U.S. Shareholders (as such term is defined in Section 4.F. above), other than tax-exempt persons, who sell Fund Shares pursuant to the Offer, will generally recognize gain or loss for U.S. federal income tax purposes equal to the difference between (a) the fair market value of the Portfolio Securities and the amount of cash they receive pursuant to the Offer and (b) their adjusted tax basis in the Fund Shares sold by them. The sale date for such tax purposes will be the date the Fund accepts the Fund Shares for purchase. This gain or loss will be capital gain or loss if the Fund Shares sold are held by the participating U.S. Shareholder at the time of sale as capital assets, and will be treated as either long-term or short-term capital gain or loss depending on whether the Fund Shares have been held at that time for more or less than one year, as applicable. Gain

or loss must be calculated separately for each block of Fund Shares (i.e., Fund Shares acquired at the same cost in a single transaction) sold pursuant to the Offer. Any long-term capital gain realized by a non-corporate U.S. Shareholder that is not a tax-exempt person will generally be taxed at a maximum rate of 15%. Capital losses recognized by a U.S. Shareholder are generally available only to offset capital gains of the U.S. Shareholder but not ordinary income (except in the case of individuals, who may offset up to $3,000 of ordinary income each year with capital losses). The ability of a U.S. Shareholder to carry back or carry forward capital losses is limited.

Under the Code’s “wash sale” rules, loss recognized on Fund Shares sold pursuant to the Offer will ordinarily be disallowed to the extent U.S. Shareholders acquire other Fund Shares within 30 days before or after the date the repurchased Fund Shares are purchased pursuant to the Offer. In that event, the basis and holding period of the Fund Shares acquired would be adjusted to reflect the disallowed loss.

The foregoing U.S. federal income tax treatment is based on the assumption that not all shareholders will participate in the Offer and that the continuing ownership interest in the Fund of each participating U.S. Shareholder (including shares constructively owned by such participating U.S. Shareholder pursuant to the provisions of Section 318 of the Code) will be sufficiently reduced to qualify the repurchase as a sale rather than a distribution for U.S. federal income tax purposes, pursuant to Section 302(b) of the Code. If this assumption is not met, the receipt of Portfolio Securities for Fund Shares purchased by the Fund may be taxable to U.S. Shareholders that are not tax-exempt persons as a distribution by the Fund rather than as a gain from the sale of the Fund Shares. In that event, receipt of the Portfolio Securities by such U.S. Shareholders would be taxable as a dividend, in an amount equal to the fair market value of the Portfolio Securities, to the extent of such U.S. Shareholders’ allocable shares of the Fund’s current or accumulated earnings and profits. Any excess of the value of the Portfolio Securities received over the portion so taxable as a dividend would constitute a non-taxable return of capital to the extent of the U.S. Shareholders’ tax basis in the Fund Shares sold, and any remaining excess of such value of the Portfolio Securities would be treated as either long-term or short-term capital gain from the sale of the Fund Shares (if the Fund Shares are held as capital assets), depending on how long the Fund Shares were held. If the repurchase is treated as a distribution by the Fund rather than as a sale of shares, the portion of the distribution treated as a dividend would, in the case of U.S. Shareholders who are individuals meeting certain holding period and other requirements, qualify as “qualified dividend income” eligible for the reduced maximum federal tax rate of 15% (5% for individuals in the 15% bracket) to the extent deemed to be paid out of “qualified dividend income” received by the Fund. Qualified dividend income is, in general, dividend income from taxable U.S. corporations and certain foreign corporations (including foreign corporations incorporated in certain countries having a comprehensive tax treaty with the United States, or the stock of which is readily tradable on an established securities market in the United States). Dividends received by the Fund from German corporations that are not PFICs (as defined below) generally qualify as “qualified dividend income.” Any portion of the distribution treated as a dividend that did not qualify for the reduced rate would be taxable to U.S. Shareholders that are not tax-exempt persons at the regular maximum federal tax rate of up to 35%. If the receipt of Portfolio Securities by a participating U.S. Shareholder is taxable as a distribution, such U.S. Shareholder’s remaining tax basis in the purchased Fund Shares would generally be added to the tax basis of the Fund Shares that the U.S. Shareholder continued to hold following completion of the Offer.

B. Consequences to U.S. Shareholders of the Ownership of Portfolio Securities received pursuant to the Offer. Each participating U.S. Shareholder’s federal income tax basis in Portfolio Securities received pursuant to the Offer will be equal to the fair market value of the Portfolio Securities on the day the Offer is consummated. Each participating U.S. Shareholder’s holding period for Portfolio Securities received pursuant to the Offer will begin on the day after the day on which the Offer is consummated.

C. Dividends and Other Distributions on Portfolio Securities Received Pursuant to the Offer. The gross amount of any distributions paid by an issuer of Portfolio Securities out of current or accumulated earnings and profits (as determined for U.S. federal income tax purposes), before reduction for any withholding taxes imposed with respect thereto, will generally be taxable to a participating U.S. Shareholder as foreign source dividend income, and will not be eligible for the dividends received deduction allowed to corporations. Distributions in excess of current and accumulated earnings and profits will be treated as a non-taxable return of capital to the extent of the U.S. Shareholder’s basis in the particular Portfolio Security with respect to which the distribution is paid, and thereafter as capital gain.

Dividends and other taxable distributions paid in Euro will be included in income in a U.S. dollar amount calculated by reference to the exchange rate in effect on the day the payment is received (or treated as received) by the U.S. Shareholder, regardless of whether the Euro are converted into U.S. dollars at that time. If the Euro so received are

converted into U.S. dollars on the day they are received (or treated as received) by the U.S. Shareholder, the U.S. Shareholder generally will not be required to recognize foreign currency gain or loss in respect of the conversion. If the Euro so received are not converted into U.S. dollars on the day they are received (or treated as received), the U.S. Shareholder will have a tax basis in the Euro equal to the U.S. dollar value on the date of receipt. Any gain or loss on a subsequent conversion or other disposition of the Euro generally will be treated as ordinary income or loss to the U.S. Shareholder, and generally will be income or loss from sources within the United States for U.S. foreign tax credit purposes.

One or more issuers of Portfolio Securities that a participating U.S. Shareholder receives pursuant to the Offer may be a passive foreign investment company (“PFIC”) for U.S. tax purposes. A PFIC is anon-U.S. corporation in which either (i) 75% or more of its gross income for a taxable year is “passive income,” or (ii) at least 50% of the average percentage of assets held during the taxable year are assets that produce passive income or are held for the production of passive income. If a U.S. Shareholder holds Portfolio Securities issued by a company that is a PFIC, such U.S. Shareholder may be subject to U.S. federal income tax charges, in the nature of interest with respect to deferred taxes, on a portion of any “excess distribution” or gain from the disposition of those Portfolio Securities. In addition, gain from the disposition of Portfolio Securities issued by a PFIC would generally be taxable to individuals at ordinary income rates, rather than reduced capital gain rates. Shareholders should consult with their tax advisers about the tax consequences of investing in a PFIC.

Participating U.S. Shareholders should consult their own tax advisers with respect to the appropriate U.S. federal income tax treatment of any distribution received with respect to Portfolio Securities, and the federal income tax rates that apply with respect to each such distribution in their particular circumstances.

D. Sale or Other Disposition of Portfolio Securities Received Pursuant to the Offer. Upon a subsequent sale or other disposition of Portfolio Securities received pursuant to the Offer, participating U.S. Shareholders will generally recognize gain or loss for U.S. federal income tax purposes equal to the difference between their adjusted tax basis in the particular Portfolio Securities sold and the amount realized in the subsequent disposition. Any such gain or loss will generally be long-term capital gain (generally eligible for the reduced 15% capital gains rate if recognized in a taxable year beginning before January 1, 2011) or loss only if the selling U.S. Shareholder holds the Portfolio Securities as capital assets for more than one year following the consummation of the Offer.

If Portfolio Securities received pursuant to the Offer are subsequently sold or otherwise disposed of in exchange for Euro, the amount realized should be equal to the U.S. dollar value of the amount received on the date of sale or disposition. If the sale or other disposition is settled on a subsequent settlement date, the participating U.S. Shareholder will recognize U.S. source foreign currency gain or loss (taxable as ordinary income or loss) equal to the difference (if any) between the U.S. dollar value of the amount received based on the exchange rates in effect on the date of sale or other disposition and on the settlement date. However, in the case of Portfolio Securities traded on an established securities market that are sold by a cash basis U.S. Shareholder (or an accrual method U.S. Shareholder that so elects) the amount realized will be based on the exchange rate in effect on the settlement date for the sale or other disposition, and no exchange gain or loss will be realized at that time. Euro received on the sale or other disposition of Portfolio Securities will have a tax basis equal to the U.S. dollar value on the settlement date. Any gain or loss on a subsequent conversion or other disposition of the Euro generally will be treated as ordinary income or loss to the U.S. Shareholder, and generally will be income or loss from sources within the United States for U.S. foreign tax credit purposes.

Participating U.S. Shareholders are particularly urged to consult their own tax advisers concerning the applicability of the foreign tax credit rules to any German taxes payable as a consequence of the ownership, sale or other disposition of Portfolio Securities received pursuant to the Offer and the application of U.S. source of income rules to distributions and gains with respect to Portfolio Securities that they hold following the Offer.

E. Consequences to U.S. Shareholders who do not Participate in the Offer. The purchase of Fund Shares pursuant to the Offer generally will have no U.S. federal income tax consequences to non-participating U.S. Shareholders. However, if any such purchase by the Fund is treated as a Section 301 distribution rather than as an exchange, as described above, and the distribution has the result of some shareholders receiving property and other shareholders increasing their proportionate interests in the assets or earnings and profits of the Fund, the non-participating U.S. Shareholders may be deemed to have received a taxable distribution of Fund stock.

F. Backup Withholding. Under the U.S. backup withholding rules, the Depositary would be required to withhold 28% of the gross proceeds paid to any U.S. Shareholder unless either: (a) such U.S. Shareholder has completed and submitted to the Depositary an IRSForm W-9 (or SubstituteForm W-9), providing such U.S. Shareholder’s employer identification number or social security number, as applicable, and certifying under penalties of perjury that: (i) such number is correct; (ii) either (A) such U.S. Shareholder is exempt from backup withholding, (B) such U.S. Shareholder has not been notified by the Internal Revenue Service that such U.S. Shareholder is subject to backup withholding as a result of an under-reporting of interest or dividends, or (C) the Internal Revenue Service has notified such U.S. Shareholder that such U.S. Shareholder is no longer subject to backup withholding; or (b) an exception applies under applicable law. In order to avoid the possibility of backup withholding, all participating U.S. Shareholders are required to provide the Depositary with IRSForm W-9. Failure of a U.S. Shareholder to provide the Depositary with a completed and signedForm W-9 will result in a defective submission, and the Fund will be unable to repurchase such shareholder’s Fund Shares. A SubstituteForm W-9 is included as part of the Letter of Transmittal for U.S. Shareholders.

G. In addition, all or a portion of payments received by participating U.S. Shareholders in exchange for Fund Shares pursuant to the Offer may be subject to U.S. federal income tax information reporting requirements.

H. Consequences toNon-U.S. Shareholders of Participating in the Offer. The U.S. federal income taxation of aNon-U.S. Shareholder (as such term is defined in Section 4.F. above) on a sale of Fund Shares pursuant to the Offer depends on whether such transaction is “effectively connected” with a trade or business carried on in the United States by theNon-U.S. Shareholder, as well as the tax characterization of the transaction as either a sale of the Fund Shares or a distribution by the Fund, as discussed above with respect to U.S. Shareholders participating in the offer. If the sale of Fund Shares pursuant to the Offer is not effectively connected and gives rise to taxable gain, any gain realized by aNon-U.S. Shareholder upon the sale of Fund Shares pursuant to the Offer will not be subject to U.S. federal income tax, provided, however, that such a gain will be subject to U.S. federal income tax at the rate of 30% (or such lower rate as may be applicable under a tax treaty) if theNon-U.S. Shareholder is a non-resident alien individual who is physically present in the United States for more than 182 days during the taxable year of the sale. If, however, the receipt of Portfolio Securities upon exchange of Fund Shares by a participatingNon-U.S. Shareholder is treated for U.S. tax purposes as a distribution by the Fund, the portion of the distribution treated as a dividend to theNon-U.S. Shareholder would be subject to U.S. federal tax, which may be withheld at the rate of 30% (or such lower rate as may be applicable under a tax treaty) if the dividend does not constitute effectively connected income. If the amount realized on the sale of Fund Shares by aNon-U.S. Shareholder is effectively connected income, regardless of whether the sale is characterized as a sale or as giving rise to a distribution from the Fund for U.S. federal income tax purposes, such income would be subject to U.S. tax at rates applicable to a U.S. Shareholder, as well as any applicable branch profits tax.

ParticipatingNon-U.S. Shareholders could be subject to 28% backup withholding, as described with respect to participating U.S. Shareholders above. In order to avoid the possibility of backup withholding, eachNon-U.S. Shareholder must provide the Depositary with a completed IRSForm W-8BEN, or another type ofForm W-8 appropriate to the particularNon-U.S. Shareholder. Failure to provide the Depositary with the appropriateForm W-8 will result in a defective submission and the Fund will be unable to purchase the participatingNon-U.S. Shareholder’s Fund Shares. Copies ofForm W-8BEN are provided with the Letter of Transmittal forNon-U.S. Shareholders. Other types ofForm W-8 can be found on the IRS website atwww.irs.gov/formspubs/index.html.

ParticipatingNon-U.S. Shareholders should consult their own tax advisers regarding the tax consequences of the ownership, sale or other disposition of Portfolio Securities in their particular circumstances.

I. Consequences to the Fund. It is anticipated that the Fund will not recognize gain or loss for U.S. federal income tax purposes as the result of the Distribution of Portfolio Securities to participating shareholders pursuant to the terms of the Offer.

15. Certain German Tax Consequences. The following discussion is a general summary of certain German tax consequences of a participating shareholder’s sale of Fund Shares pursuant to the Offer. Different rules may apply to particular shareholders depending upon their individual circumstances. Shareholders should consult their own tax advisers with respect to tax consequences of a sale of Fund Shares pursuant to the Offer, including, in the case of a German shareholder, potential tax consequences in German jurisdictions where such shareholder is a resident or domiciliary. The following discussion is limited to participating Shareholders resident for tax purposes in the U.S. and eligible for protection by theU.S.-German Double Taxation Treaty, the “DTT”. It also briefly addresses certain German tax aspects

relating to the Fund in connection with the transfer by the Fund of German Portfolio Securities to shareholders participating in the sale of Fund Shares pursuant to the Offer.

A. Consequences to the Fund. A transfer of German Portfolio Securities by the Fund to shareholders participating in the sale of Fund Shares pursuant to the Offer will be treated for German tax purposes as a sale of the German Portfolio Securities by the Fund. Pursuant to German domestic tax law, capital gains realized by a non-resident shareholder upon the sale or other disposition of equity investments in German companies are taxable in Germany if the selling or disposing non-resident shareholder has held at any given point in time during the5-year period precedent the date of sale or other disposition 1% or more of the equity capital of the German company (a so-called “Substantial Shareholder”).

Germany’s right to levy its domestic capital gains tax against the Fund should be waived under the DTT. According to Article 28 section 1(d) of the DTT in connection with Article 28 section 3(a) of the DTT, the Fund should be eligible for protection under the DTT because it is a U.S. corporation and the Fund Shares are traded at a stock exchange as set forth in the DTT. For purposes hereof, it is assumed that the transfer of German Portfolio Securities does not constitute a business activity of the Fund according to Article 7 of the DTT that was effectively connected with a permanent establishment of the Fund in Germany. As a consequence, capital gains realized by the Fund upon the sale of German Portfolio Securities will be exempt from any German tax according to Article 13 section 5 of the DTT. If, contrary to the statements in the proceeding clauses, exemption according to Article 13 section 5 of the DTT was not applicable, 5% of the capital gain realized by the Fund upon the sale of German Portfolio Securities constituting a “Substantial Shareholding” will be subject to German corporate income tax at a rate of 25% plus a solidarity surcharge which is 5.5% of the German corporate income tax and possibly German trade tax at a rate of approximately 18%.

B. Consequences to U.S. Shareholders of Participating in the Offer. The purchase of Fund Shares pursuant to the Offer by the Fund from U.S. Shareholders participating in the Offer will have no German tax consequences to such participating U.S. Shareholders.

C. Consequences to Shareholders who do not Participate in the Offer. The purchase of Fund Shares pursuant to the Offer will have no German tax consequences to non-participating Shareholders regardless of their tax residency.

D. Dividends on German Portfolio Securities Distributed to Participating U.S. Shareholders. German companies distributing a dividend on German Portfolio Securities acquired by participating U.S. Shareholders are subject to German dividend withholding tax at the current full German domestic rate of 20% (25% from January 1, 2009 onwards) plus solidarity surcharge. U.S. Shareholders can themselves apply a refund of the excess of the German domestic withholding tax over the withholding tax permitted under the DTT.

E. Sale of German Portfolio Securities Received by Participating U.S. Shareholders. Capital gains realized upon a subsequent sale or other disposition of German Portfolio Securities received pursuant to the Offer by a participating U.S. Shareholder are exempt from German tax.

16. Certain Legal Matters; Regulatory Approvals. The Fund is not aware of any approval or action by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required to effect the Offer. Should any such approval or other action be required, the Fund presently contemplates that such approval or other action will be sought. The Fund is unable to predict whether it may determine that it is required to delay the acceptance for payment of, or payment for, Fund Shares repurchased pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or other action, if needed, would be obtained without substantial conditions or that the failure to obtain any such approval or other action might not have a material adverse effect on the Fund. The Fund’s obligations under the Offer to accept for payment and pay for Fund Shares are subject to certain conditions described in Section 3.

17. Amendments; Extension of Repurchase Period; Termination. Subject to the applicable rules and regulations of the Commission, the Fund expressly reserves the right, in its sole discretion, at any time and from time to time, to extend the period during which the Offer is open for any reason, including the failure to satisfy any of the conditions specified in Section 3, and thereby delay acceptance for payment of, and payment for, any Fund Shares, by giving oral or written notice of such extension to the Depositary. There can be no assurance that the Fund will exercise its right to extend the Offer. During any such extension, all Fund Shares previously tendered and not properly withdrawn will remain subject to the Offer, subject to the rights of a repurchasing shareholder to withdraw such shareholder’s Fund Shares. (See Section 5.)

Subject to the applicable rules and regulations of the Commission, the Fund also expressly reserves the right, in its sole discretion, at any time and from time to time, to (a) terminate the Offer and not accept for payment (or pay for) any Fund Shares if any of the conditions referred to in Section 3 has not been satisfied or upon the occurrence and during the continuance of any of the events specified in Section 3, and (b) waive any condition or amend the Offer in any respect, in each case by giving oral or written notice of termination, waiver or amendment to the Depositary and by making a public announcement thereof. The Fund acknowledges thatRule 14e-1(c) under the Exchange Act requires the Fund to pay the consideration offered or return the Fund Shares tendered for repurchase promptly after the termination or withdrawal of the Offer, and that the Fund may not delay acceptance for payment of, or payment for, any Fund Shares upon the occurrence of any of the conditions specified in Section 5 without extending the period during which the Offer is open.

Any extension, termination or amendment will be followed as promptly as practicable by a public announcement thereof, such announcement, in the case of an extension, to be made no later than 9:00 a.m. Eastern time, on the next business day after the previously scheduled Expiration Date. Without limiting the manner in which the Fund may choose to make any public announcement, except as provided by applicable law (includingRules 13e-4(d),13e-4(e) and14e-1 under the Exchange Act, which require that material changes be promptly disseminated to holders of Fund Shares), the Fund will have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a release to the PR Newswire.

If the Fund makes a material change in the terms of the Offer or the information concerning the Offer, or waives a material condition of the Offer, the Fund will disseminate additional repurchase offer materials (including by public announcement as set forth above) and extend the Offer to the extent required byRules 13e-4(e) andl3e-4(f) under the Exchange Act. The minimum period during which the Offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon facts and circumstances, including the relative materiality of the changes. With respect to a change in price or, subject to certain limitations, a change in the percentage of securities sought, a minimum ten business day period from the date of such change is generally required to allow for adequate dissemination of such change to shareholders. Accordingly, if, prior to the Expiration Date, the Fund decreases the number of Fund Shares being sought, increases the consideration offered pursuant to the Offer or adds a dealer’s soliciting fee, and if the Offer is scheduled to expire at any time earlier than the period ending on the tenth business day from the date that notice of such increase, decrease or addition is first published, sent or given to shareholders, the Offer will be extended at least until the expiration of such ten business day period. For purposes of the Offer, a “business day” means any day other than a Saturday, Sunday or a U.S. federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, Eastern time.

18. Miscellaneous. The Offer is not being made to, nor will the Fund accept tenders of Fund Shares from, or on behalf of, owners of Fund Shares in any jurisdiction in which the making of the Offer or its acceptance would not comply with the securities or “blue sky” laws of that jurisdiction. The Fund is not aware of any jurisdiction in which the making of the Offer or the acceptance of tenders of, purchase of, or payment for, Fund Shares in accordance with the Offer would not be in compliance with the laws of such jurisdiction. The Fund, however, reserves the right to exclude shareholders in any jurisdiction in which it is asserted that the Offer cannot lawfully be made or tendered Fund Shares cannot lawfully be accepted, purchased or paid for. So long as the Fund makes a good-faith effort to comply with any state law deemed applicable to the Offer, the Fund believes that the exclusion of shareholders residing in any such jurisdiction is permitted underRule 13e-4(f)(9) promulgated under the Exchange Act. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on the Fund’s behalf by one or more brokers or dealers licensed under the laws of such jurisdiction.

Manually signed facsimile copies of the Letter of Transmittal will be accepted. The Letter of Transmittal and Share certificates and any other required documentation should be sent or delivered by each shareholder or the shareholder’s broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of the addresses set forth below.


	The Depositary for the Offer is:
	The Colbent Corporation By Registered, Certified or Express Mail or
*By First Class Mail:*	*Overnight Courier:*	*By Hand:*

The Colbent Corporation	The Colbent Corporation	The Colbent Corporation
Attn: Corporate Actions	Attn: Corporate Actions	Attn: Corporate Actions
PO Box 859208	161 Bay State Drive	161 Bay State Drive
Braintree, MA02185-9208	Braintree, MA 02184	Braintree, MA 02184

	By Facsimile:
	(781) 380-3388
	Confirm Facsimile Transmission:
	(781) 930-4900

Questions or requests for assistance or for additional copies of the Offer to Repurchase, the Letter of Transmittal or other material in connection with the Offer may be directed to the Information Agent at its address and telephone number set forth below. Shareholders may also contact their brokers, dealer, commercial bank or trust company for assistance concerning the Offer.

The Information Agent for the Offer is:

The Altman Group, Inc.

1200 Wall Street West

Lyndhurst, NJ 07071

Toll Free: 1-800-884-5101

THE NEW GERMANY FUND, INC.

December 21, 2007

The New Germany Fund, Inc. (GF) SC TO-IIssuer tender offer statement

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