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

Exhibit (A)(1)(ii)

LETTER OF TRANSMITTAL

To Accompany Shares of Common Stock

THE NEW GERMANY FUND, INC.

Tendered Pursuant to the Offer to Repurchase

dated December 21, 2007

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

The Depositary for the Offer is:

The Colbent Corporation


*By First Class Mail:*	By Registered, Certified or Express Mail or Overnight Courier:	*By Hand:*
The Colbent Corporation Attn: Corporate Actions PO Box 859208 Braintree, MA02185-9208	The Colbent Corporation Attn: Corporate Actions 161 Bay State Drive Braintree, MA 02184	The Colbent Corporation Attn: Corporate Actions 161 Bay State Drive Braintree, MA 02184

To Confirm Receipt of Notice of Guaranteed Delivery:
ByFacsimile: (781) 380-3388
Confirm FacsimileTransmission: (781) 930-4900

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER, OTHER THAN THOSE SHOWN ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED AND COMPLETE THE SUBSTITUTEW-9 SET FORTH BELOW (OR, IN THE CASE OF ANON-U.S. PERSON, THE APPROPRIATE TYPE OFFORM W-8). THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.


DESCRIPTION OF FUND SHARES TENDERED
Name(s) and Address(es) of Registered Holder(s)	Fund Share(s) Tendered()*
(Please fill in, if blank, exactly as name(s) appear(s) on fund share certificate(s))	(Please attach additional list if necessary)
		Total Number	Number
	Fund Share	of Fund Shares Represented by	of Fund
	Certificate	Share	Shares
	*Number(s)()**	*Certificate(s)()**	Tendered()**








	Total Fund Shares Tendered


	*	Need not be completed by shareholders who tender Fund Shares by book-entry transfer.
	**	Unless otherwise indicated, it will be assumed that all Fund Shares evidenced by any certificates delivered to the Depositary are being tendered. See Instruction 5.
	***	If the Fund Shares being tendered are Shares held by the Transfer Agent pursuant to the Fund’s Dividend Reinvestment Plan, shareholders should so indicate on page 5.


o	I HAVE LOST MY CERTIFICATE(S) FOR SHARES OF STOCK OF THE FUND AND REQUIRE ASSISTANCE WITH RESPECT TO REPLACING SUCH CERTIFICATE(S). SEE INSTRUCTION 3.

THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING FUND 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 transfer to participating shareholders (as defined below) of the Portfolio Securities.

This Letter of Transmittal is to be used (a) if certificates for Fund Shares (as defined below) are to be forwarded herewith, or (b) if uncertificated Fund Shares held by the Fund’s transfer agent pursuant to the Fund’s Dividend Reinvestment Plan are to be tendered, or (c) if tenders are to be made by book-entry transfer, to any of the accounts maintained by the Depositary at the Depository Trust Company (“DTC” or the “Book-Entry Transfer Facility”) pursuant to the procedure set forth in Section 4, “Procedures for Tendering Shares for Repurchase,” of the Fund’s Offer to Repurchase dated December 21, 2007 (the “Offer to Repurchase”). Shareholders whose certificates are not immediately available or who cannot deliver certificates for Fund Shares (other than uncertified Fund Shares held by the Fund’s transfer agent pursuant to the Fund’s Dividend Reinvestment Plan) or deliver confirmation of the book-entry transfer of their Fund Shares into the Depositary’s account at the Book-Entry Transfer Facility and all other documents required hereby to the Depositary prior to the Expiration Date may nevertheless tender their Fund Shares according to the guaranteed delivery procedures set forth in Section 4, “Procedures for Tendering Shares for Repurchase,” of the Offer to Repurchase. See Instruction 2 below under the section entitled “Instructions.” DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.


o	CHECK HERE IF TENDERED FUND SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:

Account Number:

Transaction Code Number:

If the tendered shares are being tendered by a nominee holder on behalf of its customers, please state the number of customer accounts for whose benefit the tender is made:


o	CHECK HERE IF CERTIFICATES FOR TENDERED FUND SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:

Name(s) of Registered Owner(s):

Date of Execution of Notice of Guaranteed Delivery:

Name of Institution That Guaranteed Delivery:

Account Number (if delivered by book-entry transfer):

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

The undersigned hereby tenders to The New Germany Fund, Inc., a closed-end management investment company incorporated under the laws of the state of Maryland (the “Fund”), the shares of the Fund’s Common Stock, $0.001 par value per share (the “Fund Shares”) described below, in exchange for apro rata portion 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, 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) (the “Portfolio Securities”) held in the Fund’s investment portfolio, subject to adjustment for fractional shares of Portfolio Securities and odd lots, at a price equal to 96% of the net asset value per 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, upon the terms and subject to the conditions set forth in the Offer to Repurchase, receipt of which is hereby acknowledged, and in this Letter of Transmittal (which, together with the Offer to Repurchase and any amendments or supplements thereto, collectively constitute the “Offer”). 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.

Subject to, and effective upon, acceptance for payment of the Fund Shares tendered herewith in accordance with the terms and subject to the conditions of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Fund all right, title and interest in and to all the Fund Shares that are being tendered hereby and that are being accepted for repurchase pursuant to the Offer (and any and all dividends, distributions, other Fund Shares or other securities or rights issued or issuable in respect of such Fund Shares on or after the Expiration Date) and irrevocably constitutes and appoints the Depositary as the true and lawful agent and attorney-in-fact of the undersigned with respect to such Fund Shares (and any such dividends, distributions, other Fund Shares or securities or rights), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to (a) deliver certificates for such Fund Shares (and any dividends, distributions, other Fund Shares or securities or rights issued or issuable with respect to such Fund Shares on or after the Expiration Date) or transfer ownership of such Fund Shares (and other dividends, distributions, other Fund Shares or securities or rights issued or issuable with respect to such Fund Shares on or after the Expiration Date), together, in either such case, with all accompanying evidences of transfer and authenticity to or upon the order of the Fund, upon receipt by the Depositary, as the undersigned’s agent, of the purchase price; (b) present such Fund Shares (and any dividends, distributions, other Fund Shares or securities or rights issued or issuable with respect to such Fund Shares on or after the Expiration Date) for transfer on the books of the Fund; and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Fund Shares (and any dividends, distributions, other Fund Shares or securities or rights issued or issuable with respect to such Fund Shares on or after the Expiration Date), all in accordance with the terms of the Offer.

The undersigned hereby represents and warrants that: (a) the undersigned has full power and authority to tender, sell, assign and transfer the tendered Fund Shares (and any and all dividends, distributions, other Fund Shares or other securities or rights issued or issuable in respect of such Fund Shares on or after the Expiration Date); (b) when and to the extent the Fund accepts the Fund Shares for repurchase, the Fund will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges, proxies, encumbrances or other obligations relating to their sale or transfer, and not subject to any adverse claim; (c) on request, the undersigned will execute and deliver any additional documents deemed by the Depositary or the Fund to be necessary or desirable to complete the sale, assignment and transfer of the tendered Fund Shares (and any and all dividends, distributions, other Fund Shares or securities or rights issued or issuable in respect of such Fund Shares on or after the Expiration Date); and (d) the undersigned has read and agreed to all of the terms of the Offer.

The undersigned (or the holders of legal title to the Fund Shares if legal and beneficial ownership are held by different persons) further represents and warrants that such party (a) has established or already had existing, a securities 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 and a U.S. dollar account with a bank outside Europe (the “Shareholder Accounts”); (b) will provide account and registration information at the time the Fund Shares are presented for repurchase; (c) will complete the Authorization Instructions Form; and (d) will submit certain tax

information as a condition to participation in the Offer. The undersigned understands that the Fund is not responsible for any errors or deficiencies in a submission and has no responsibility to notify shareholders of any deficiencies or errors in a submission. (See “Authorization Instructions Regarding the Repurchase Offer by The New Germany Fund, Inc.”)

All authority conferred or agreed to be conferred in this Letter of Transmittal shall be binding upon the successors, assigns, heirs, executors, administrators and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. Fund Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date in accordance with Section 5, “Withdrawal Rights,” of the Offer to Repurchase. After the Expiration Date, tenders made pursuant to the Offer will be irrevocable except as provided in the Offer to Repurchase.

THE UNDERSIGNED TENDERS ALL UNCERTIFICATED FUND SHARES THAT MAY BE HELD IN THE NAME OF THE REGISTERED HOLDER(S) BY THE FUND’S TRANSFER AGENT PURSUANT TO THE FUND’S DIVIDEND REINVESTMENT PLAN.

o YES o NO

Note: If you do not check either of the boxes above, uncertificated Fund Shares, if any, held in the name of the registered holder(s) by the Fund’s transfer agent pursuant to the Fund’s Dividend Reinvestment Plan will not be tendered.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

NOTE: SIGNATURES MUST BE PROVIDED BELOW.

The undersigned understands that the valid tender of Fund Shares pursuant to any one of the procedures described in Section 4, “Procedures for Tendering Shares for Repurchase,” of the Offer to Repurchase and in the Instructions hereto will constitute a binding agreement between the undersigned and the Fund upon the terms and subject to the conditions of the Offer.

The undersigned recognizes that under certain circumstances set forth in the Offer, the Fund may not be required to repurchase any of the Fund Shares tendered hereby, or may accept for repurchase fewer than all of the Fund Shares tendered hereby.

Unless otherwise indicated herein under “Special Payment Instructions,” the undersigned requests: (a) the return of any certificates for Fund Shares not tendered or accepted for payment (and accompanying documents, as appropriate) in the name(s) of the registered holder(s) appearing under “Description of Shares Tendered”; (b) unless otherwise indicated under “Special Delivery Instructions,” the return of any certificates for Fund Shares not tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing under “Description of Shares Tendered”; and (c) in the event that either the Special Delivery Instructions or the Special Payment Instructions are completed, the return of such certificates to the person or persons so indicated. The undersigned recognizes that the Fund has no obligation pursuant to the Special Payment Instructions to transfer any Fund Shares from the name of the registered holder thereof if the Fund does not accept for payment any of the Fund Shares so tendered. The undersigned further recognizes that the Special Payment Instructions and the Special Delivery Instructions are not applicable to Fund Shares tendered by book-entry transfer, nor to uncertificated Fund Shares held by the Fund’s transfer agent pursuant to the Fund’s Dividend Reinvestment Plan which may be tendered hereby.

SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 6, 7 AND 9)

To be completed ONLY if certificates for Fund Shares not tendered or not repurchased are to be issued in the name of and sent to someone other than the undersigned.

Issue Certificate to:


Name:

(Please Print)


Address:

(City, State, Zip Code)

Complete Payer SubstituteForm W-9 or

appropriate type ofForm W-8

(Taxpayer Identification (Social Security) Number)

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 6, 7 AND 9)

To be completed ONLY if certificates for Fund Shares not tendered or not repurchased are to be issued in the name of the undersigned, but sent to someone other than the undersigned or to the undersigned at an address other than that shown above.

Mail Certificate to:


Name:

(Please Print)


Address:

(City, State, Zip Code)

AUTHORIZATION INSTRUCTIONS

REGARDING THE REPURCHASE OFFER BY

THE NEW GERMANY FUND, INC.

Name of Record Holder or DTC Participant (if shares held in “street name”) (“Record Holder”):

As a condition to participation in the Offer, tendering shareholders (or the holders of legal title to the Fund Shares if legal and beneficial ownership are held by different persons) are required to establish a European securities 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”) 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”) or to have such accounts already existing, information concerning which is provided below as regards to the Record Holder’s Fund Shares.

Shareholder Accounts:

— European Securities Account


	•	Name of licensed broker or custodian bank:


	•	Address, City and Zip Code:

	•	Securities Account No.:

	•	Account Executive (AE): Mr./ Ms.

	•	Telephone No. of AE:

	•	Telephone No. of Record Holder:

	•	E-mail address (if available) of AE:

	•	E-mail address (if available) of Record Holder:

	•	Trading Broker Name:

	•	Trading Broker Contact Name:

	•	Trading Broker Contact Phone Number:

	•	Trading Broker BIC:

	•	Clearing Agent Name:

	•	Clearing Agent Contact Name:

	•	Clearing Agent Contact Phone Number:

	•	Clearing Agent BIC:

	•	Beneficiary Account (Executing brokers securities account number at their clearing agent):

— Bank Account (U.S. dollar account only)


	•	Name of bank:


	•	Address, City and Zip Code:

	•	Account No.:

	•	Account Executive (AE): Mr./ Ms.:

	•	Telephone No. of AE:

	•	Telephone No. of Record Holder:

	•	E-mail address (if available) of AE:

	•	E-mail address (if available) of Record Holder:

I hereby certify that the information above is correct and accurate and that I am the registered and authorized holder and signatory under such Shareholder Accounts.

I represent that none of the Fund, its Investment Adviser, Subcustodian, Information Agent or Depositary, or any of their agents or representatives (the “Parties”), assumes any responsibilityand/or liability for any errors or deficiencies regarding the Shareholder Accounts. In the event that my licensed broker or custodian bank or the bank at which I have my USD Account does not accept for deposit into my Shareholder Accounts any Portfolio Securities and cash for any reason whatsoever, none of the Parties will be held responsible.

I hereby:

(1) authorize my licensed broker or custodian bank or the bank at which I have my USD Account to provide any required information requested by the Fund’s Investment Adviser, or any of its agents or representatives, that would allow them to validate the Shareholder Accounts information and, if necessary, cause my licensed broker or custodian bank or the bank at which I have my USD Account to provide the above-mentioned information;

(2) instruct my licensed broker or custodian bank or the bank at which I have my USD Account to accept for deposit any Portfolio Securities and cash distributed in response to my participation in the Offer;

(3) acknowledge that the European counterparty that will transfer to my Shareholder Accounts the Portfolio Securities will be BNP Paribas, the Fund’s Subcustodian in Germany. The Portfolio Securities will be transferred through the book-entry system maintained by the Germany Securities Depositary. The cash will be transferred from Brown Brothers Harriman & Co., the Fund’s Subcustodian in the United States, to my USD Account; and

(4) acknowledge that my licensed broker or custodian bank or the bank at which I have my USD Account will be the party that will confirm to me the transfer of mypro rataportion of Portfolio Securities and cash into my account.

I hereby irrevocably release the parties from any liability in connection with any communications between any of them and my licensed broker or custodian bank or the bank at which I have my USD Account and the establishment of the Shareholder Accounts with my licensed broker or custodian bank or the bank at which I have my USD Account.

Record Holder Name:

Signature:

Date:

SIGN HERE

(IMPORTANT: COMPLETE AND SIGN THE SUBSTITUTEFORM W-9 HEREIN)

(Signatures of Shareholder(s))

Dated:

(Must be signed by the registered holder(s) exactly as name(s) appear(s) on certificate(s) for the Fund Shares or on a security position listing or by person(s) authorized to become registered holder(s) by certificate(s) and documents transmitted herewith. If signature is by attorney-in-fact, executor, administrator, trustee, guardian, agent, officer of a corporation or another person acting in a fiduciary or representative capacity, please provide the following information. See Instruction 6.)

Name(s)

(Please Print)

Capacity (Full Title)

Address


City	State	Zip Code

Area Code and Telephone Number

Employer Identification or Social Security Number

GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 6)

Authorized Signature(s)

Name

(Please Print)

Name of Firm

Address


City	State	Zip Code

Dated:

INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. Signature Guarantees. No signature guarantee on this Letter of Transmittal is required if (a) this Letter of Transmittal is signed by the registered holder(s) of the Fund Shares (including, for purposes of this document, any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Fund Shares) tendered herewith, unless such holder(s) has completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” herein, 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 this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 6.

2. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery Procedures. This Letter of Transmittal is to be used only (a) if certificates are to be forwarded herewith, (b) if uncertificated Fund Shares held by the Fund’s transfer agent pursuant to the Fund’s dividend reinvestment plan are to be tendered, or (c) if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in Section 4, “Procedures for Tendering Shares for Repurchase,” of the Offer to Repurchase. Certificates for all physically tendered Fund Shares, or confirmation of a book-entry transfer in the Depositary’s account at the Book-Entry Transfer Facility of Fund Shares tendered by book-entry transfer, together, in each case, with a properly completed and duly executed Letter of Transmittal with any required signature guarantees, and all other documents required by this Letter of Transmittal, should be mailed or delivered to the Depositary at the appropriate address set forth herein and must be received by the Depositary prior to 5:00 p.m., Eastern time, on the Expiration Date. Shareholders whose certificates are not immediately available or who cannot deliver Fund Shares and all other required documents to the Depositary prior to 5:00 p.m., Eastern time, on the Expiration Date, or whose Fund Shares cannot be delivered on a timely basis pursuant to the procedures for book-entry transfer prior to the Expiration Date, may tender their Fund Shares by or through any Eligible Institution by properly completing and duly executing and delivering a Notice of Guaranteed Delivery, which must be received by the Depositary prior to the Expiration Date, and by otherwise complying with the guaranteed delivery procedures set forth in Section 4, “Procedures for Tendering Shares for Repurchase,” of the Offer to Repurchase. Pursuant to such procedures, the certificates for all physically tendered Fund Shares, or confirmation of book-entry transfer, as the case may be, as well as a properly completed and duly executed Letter of Transmittal, and all other documents required by this Letter of Transmittal, must be 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, all as provided in Section 4, “Procedures for Tendering Shares for Repurchase,” of the Offer to Repurchase.

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.

No alternative, conditional or contingent tenders will be accepted. All tendering shareholders, by execution of this Letter of Transmittal, waive any right to receive any notice of the acceptance for repurchase of Fund Shares.

3. Lost Certificates. In the event that any shareholder is unable to deliver to the Depositary the Fund certificate(s) representing his, her or its Fund Shares due to the loss or destruction of such Certificate(s), such fact should be indicated on the face of this Letter of Transmittal. In such case, the shareholder should also contact DWS Scudder Investment Service Company, the Fund’s transfer agent (the “Transfer Agent”), at (800)-Germany, to report the lost or destroyed share certificates. The Transfer Agent will forward additional documentation which such shareholder must complete in order to effectively surrender such lost or destroyed Certificate(s) (including affidavits of loss and indemnity bonds in lieu thereof).

There may be a fee in respect of lost or destroyed certificates, but surrenders hereunder regarding such lost or destroyed certificates will be processed only after such documentation has been submitted to and approved by the Transfer Agent.

4. Inadequate Space. If the space provided is inadequate, the certificate numbersand/or number of Fund Shares should be listed on a separate signed schedule attached hereto.

5. Partial Tenders and Unpurchased Shares. (Not applicable to shareholders who tender by book-entry transfer.)If fewer than all the Fund Shares evidenced by any certificate submitted are to be tendered, fill in the number of Fund Shares which are to be tendered in the column entitled “Number of Shares Tendered.” In such case, a new certificate for the remainder of the Fund Shares evidenced by the old certificate(s) will be issued and sent to the registered holder, unless otherwise specified in the “Special Payment Instructions” or “Special Delivery Instructions” boxes in this Letter of Transmittal, as soon as practicable after the Repurchase Request Deadline. All Fund Shares represented by certificates listed and delivered to the Depositary are deemed to have been tendered unless otherwise indicated.

6. Signatures on Letter of Transmittal; Stock Powers and Endorsements.

(a) If this Letter of Transmittal is signed by the registered holder(s) of the Fund Shares tendered hereby, the signature(s) must correspond exactly with the name(s) on the face of the certificates.

(b) If any tendered Fund Shares are held of record by two or more joint holders, ALL such holders must sign this Letter of Transmittal.

(c) If any tendered Fund Shares are registered in different names on several certificates, it will be necessary to complete, sign and submit as many Letters of Transmittal as there are different registrations of certificates.

(d) If this Letter of Transmittal is signed by the registered holder(s) of the Fund Shares listed and transmitted hereby, no endorsements of certificates or separate stock powers are required unless payment is to be made, or the certificates for Fund Shares not tendered or repurchased are to be issued, to a person other than the registered holder(s), in which case the endorsements or signatures on the stock powers, as the case may be, must be signed exactly as the name(s) of the registered holder(s) appear(s) on the certificates. Signatures on such certificates or stock powers must be guaranteed by an Eligible Institution. See also Instruction 1.

(e) If this Letter of Transmittal or any certificates or stock powers are signed by trustees, executors, administrators, guardians, agents, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the Fund of their authority to so act.

(f) If this Letter of Transmittal is signed by a person(s) other than the registered holder(s) of the certificates listed and transmitted hereby, the certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered holder(s) appear on the certificates. Signatures on such certificates of stock powers must be guaranteed by an Eligible Institution. See also Instruction 1.

7. U.S. Securities Transfer Taxes. No U.S. securities transfer tax stamps or funds to cover such stamps need accompany this Letter of Transmittal, and the Fund will pay all securities transfer taxes, if any, with respect to the transfer of Portfolio Securities to participating shareholders pursuant to the Offer. If, however (in the circumstances permitted by the Fund’s Offer to Repurchase), Fund Shares not tendered or not repurchased are to be registered in the name of any person other than the registered holder, or if tendered certificates are registered in the name of any person other than the person(s) signing this Letter of Transmittal, the amount of any U.S. securities transfer taxes (whether imposed on the registered holder or such other person) payable on account of the transfer to such person will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted.

8. Tender of More than 4,960,940 Fund Shares. If more than 4,960,940 Fund Shares are duly tendered pursuant to the Offer (and not withdrawn as provided in Section 5, “Withdrawal Rights,” of the Offer to Repurchase), the Fund, subject to the conditions listed in Section 3, “Certain Conditions of the Offer,” of the Offer to Repurchase, will repurchase Fund Shares from participating shareholders, in accordance with the terms and conditions specified in the Offer to Repurchase, on apro ratabasis (disregarding fractions), based upon the number of Fund Shares duly tendered by or on behalf of each shareholder (and not timely withdrawn). Certificates representing Fund Shares tendered but not repurchased will be returned promptly following the termination, expiration or withdrawal of the Offer, without further expense to the

participating 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.

9. Special Payment and Delivery Instructions. If certificates for Fund Shares not tendered or not repurchased are to be issued in the name of a person other than the person signing this Letter of Transmittal or if such certificates are to be sent to someone other than the person signing this Letter of Transmittal or to the person signing this Letter of Transmittal at an address other than that shown above, the boxes captioned “Special Payment Instructions”and/or “Special Delivery Instructions” on this Letter of Transmittal should be completed.

10. 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 tenders determined not to be in proper form or to refuse to accept for payment, repurchase, or pay for, any Fund Shares if, in the opinion of the Fund’s counsel, accepting, purchasing or paying for such shares would be unlawful. The Fund also reserves the absolute right to waive any of the conditions of the Offer, in whole or in part, or any defect or irregularity in any tender, whether generally or with respect to any particular Share(s) or shareholder(s). The Fund’s interpretations of the terms and conditions of the Offer (including these instructions) shall be final and binding. No tender of Fund Shares will be deemed to be properly made until all defects and irregularities have been cured or waived. None of the Fund, the Depositary, the Information Agent or any other person shall be obligated to give notice of defects or irregularities in tenders, nor shall any of them incur any liability for failure to give any such notice. Unless waived, any defects or irregularities must be cured within such time as the Fund shall determine.

11. Requests for Assistance and Additional Copies. Requests for assistance should be directed to, and additional copies of the Offer to Repurchase, the Notice of Guaranteed Delivery and this Letter of Transmittal may be obtained from, the Information Agent at the address set forth at the end of this Letter of Transmittal, or from your broker, dealer, commercial bank, trust company, or other nominee. The Information Agent will also provide shareholders, upon request, with a Certificate of Foreign Status(Form W-8 or other appropriate type ofForm W-8).

12. Backup Withholding. Each participating U.S. Shareholder must provide the Depositary with the shareholder’s taxpayer identification number on the SubstituteForm W-9 set forth in this Letter of Transmittal, with the required certifications being made under penalties of perjury. If the shareholder is an individual, the taxpayer identification number is his or her social security number. If the Depositary is not provided with the correct taxpayer identification number, the shareholder may be subject to a $50 penalty imposed by the Internal Revenue Service in addition to being subject to backup withholding. FAILURE OF A PARTICIPATING U.S. SHAREHOLDER TO PROVIDE THE DEPOSITARY WITH A COMPLETEDFORM W-9 WILL RESULT IN A DEFECTIVE SUBMISSION AND THE FUND WILL BE UNABLE TO REPURCHASE SUCH SHAREHOLDER’S FUND SHARES.

Each participatingNon-U.S. Shareholder must submit a properly executed Certificate of Foreign Status(Form W-8BEN or other appropriate type ofForm W-8 along with any required attachment, if any), signed under penalties of perjury, attesting to that person’s exempt status. Copies ofForm W-8BEN are provided with this Letter of Transmittal. Other types ofForm W-8 can be found on the IRS website at www.irs.gov/formspubs/index.html. FAILURE OF A PARTICIPATINGNON-U.S. SHAREHOLDER TO PROVIDE THE DEPOSITARY WITH THE APPROPRIATE COMPLETEDFORM W-8 WILL RESULT IN A DEFECTIVE SUBMISSION AND THE FUND WILL BE UNABLE TO REPURCHASE SUCH SHAREHOLDER’S FUND SHARES.

Shareholders are required to give the Depositary the taxpayer identification number of the record owner of the Fund Shares. If the Fund Shares are registered in more than one name or are not in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on IRSForm W-9.

13. U.S. Dollar Bank Account. In order to receive any cash from the Fund in addition to Portfolio Securities, each participating shareholder must open a U.S. dollar account at a bank outside Europe into which to deposit the U.S. dollar proceeds. Each participating shareholder should consult with his or her adviser regarding the procedure for opening such an account.


SUBSTITUTE (optional)	Name Address	Account Number(s) (optional)

FORMW-9	Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW
		Social security number OR
Department of the Treasury Internal Revenue Service		Employer identification number
Payer’s Request for Taxpayer Identification Number (“TIN”) and Certification		Awaiting TIN o


	PART 2 — Certification. — UNDER PENALTIES OF PERJURY, I CERTIFY THAT: 1. The number shown on this form is my correct TIN (or I am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because (a) I am exempt from backup withholding or (b) I have not been notified by the Internal Revenue Service (“IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. I am a U.S. person (including a U.S. resident alien). Certification Instruction. — You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you failed to report all interest and dividends on your tax return. SIGNATURE: DATE:


NOTE:	FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU DO NOT HAVE A TAXPAYER IDENTIFICATION NUMBER BUT HAVE APPLIED OR WILL APPLY FOR A TAXPAYER IDENTIFICATION NUMBER AND HAVE NOT YET RECEIVED IT.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify, under penalties of perjury, that a TIN has not been issued to me and either (a) I have mailed or delivered an application to receive a TIN to the appropriate IRS Center or Social Security Administration Office or (b) I intend to mail or deliver such an application in the near future. I understand that if I do not provide a TIN within 60 days, 28% of all reportable payments made to me thereafter will be withheld until I provide a TIN.

Signature Date

IMPORTANT: This Letter of Transmittal (together with certificates for Fund Shares and all other required documents) or the Notice of Guaranteed Delivery must be received by the Depositary prior to February 1, 2008, at the appropriate address set forth below:

The Depositary for the Offer is:

The Colbent Corporation


*By First Class Mail:*	By Registered, Certified or Express Mail or Overnight Courier.	*By Hand:*
The Colbent Corporation Attn: Corporate Actions PO Box 859208 Braintree, MA02185-9208	The Colbent Corporation Attn: Corporate Actions 161 Bay State Drive Braintree, MA 02184	The Colbent Corporation Attn: Corporate Actions 161 Bay State Drive Braintree, MA 02184

Questions or requests for assistance or for additional copies of this Letter of Transmittal, the Offer to Repurchase, the Notice of Guaranteed Delivery and other accompanying materials may be directed to the Information Agent at its address and telephone number set forth below. Shareholders may also contact their broker, dealer, commercial bank or trust company or other nominee 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. (GF) SC TO-IIssuer tender offer statement