SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
|X| Filed by the Registrant
|_| Filed by a Party other than the Registrant
Check the Appropriate Box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Under Rule 14a-12
- --------------------------------------------------------------------------------
THE NEW GERMANY FUND, INC.
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
NOT APPLICABLE
Payment of Filing Fee (Check the Appropriate Box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1. Title of each class of securities to which transaction applies:
Not Applicable
2. Aggregate number of securities to which transaction applies:
Not Applicable
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
Not Applicable
4. Proposed maximum aggregate value of transaction:
Not Applicable
5. Total fee paid:
Not Applicable
|_| Fee paid previously with preliminary materials:
Not Applicable
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
1. Amount previously paid:
2. Form, Schedule or Registration Statement No.:
3. Filing Party:
4. Date Filed:
THE NEW GERMANY FUND, INC.
31 West 52nd Street
New York, New York 10019
----------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
June 28, 2001
----------
To our Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of The New
Germany Fund, Inc., a Maryland corporation (the "Fund"), will be held at 3:00
P.M., New York time, on June 28, 2001 at the offices of Deutsche Bank, 31 West
52nd Street, 5th Floor, New York, New York for the following purposes:
1. To elect two Directors, each to hold office for a term of three years
and until his successor is duly elected and qualified.
2. To transact such other business as may properly come before the meeting.
Only holders of record of Common Stock at the close of business on May 8,
2001 are entitled to notice of and to vote at this meeting or any adjournment
thereof.
If you have any questions or need further information, please contact
Morrow & Co., Inc., the Fund's proxy solicitors, at 909 Third Avenue, New York,
New York 10022, or 1-800-662-5200.
By Order of the Board of Directors
Robert R. Gambee
Chief Operating Officer
and Secretary
Dated: May 15, 2001
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN THE ENCLOSED PROXY
AND PROMPTLY RETURN IT TO THE FUND. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO
THE FUND OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN MAILING IN YOUR
PROXY PROMPTLY.
THE NEW GERMANY FUND, INC.
31 West 52nd Street
New York, New York 10019
Annual Meeting of Stockholders
June 28, 2001
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PROXY STATEMENT
----------
This proxy statement is furnished by the Board of Directors of The New
Germany Fund, Inc., a Maryland corporation (the "Fund"), in connection with the
solicitation of proxies for use at the Annual Meeting of Stockholders (the
"Meeting") to be held at 3:00 P.M., New York time, on June 28, 2001 at the
offices of Deutsche Bank, 31 West 52nd Street, 5th Floor, New York, New York.
The purpose of the Meeting and the matters to be considered are set forth in the
accompanying Notice of Annual Meeting of Stockholders.
If the accompanying form of Proxy is executed properly and returned, shares
represented by it will be voted at the Meeting in accordance with the
instructions on the Proxy. However, if no instructions are specified, shares
will be voted FOR the election of Directors. A Proxy may be revoked at any time
prior to the time it is voted by written notice to the Secretary of the Fund or
a subsequently executed proxy or by attendance at the Meeting and voting in
person.
The close of business on May 8, 2001 has been fixed as the record date for
the determination of stockholders entitled to notice of, and to vote at, the
Meeting. On that date, the Fund had 28,824,643 shares of Common Stock
outstanding and entitled to vote. Each share will be entitled to one vote on
each matter that comes before the Meeting. It is expected that the Notice of
Annual Meeting, Proxy Statement and form of Proxy will first be mailed to
stockholders on or about May 15, 2001.
The Board of Directors of the Fund has nominated two Directors for election
at the Meeting (Proposal 1).
A quorum is necessary to hold a valid meeting. If stockholders entitled to
cast one-third of all votes entitled to be cast at the Meeting are present in
person or by proxy, a quorum will be established. The Fund intends to treat
properly executed proxies that are marked "abstain" and broker non-votes
(defined below) as present for the purposes of determining whether a quorum has
been achieved at the Meeting. Under Maryland law, abstentions do not constitute
a vote "for" or "against" a matter and will be disregarded in determining the
"votes cast" on an issue. If a proxy is properly executed and returned
accompanied by instructions to withhold authority to vote, it represents a
broker "non-vote" (that is, a proxy from a broker or nominee indicating that
such person has not received instructions from the beneficial owner or other
person entitled to vote shares on a particular matter with respect to which the
broker or nominee does not have discretionary power). The shares represented by
broker non-votes or proxies marked with an abstention will be considered to be
present at the Meeting for purposes of determining the existence of a quorum for
the transaction of business.
1
PROPOSAL 1: ELECTION OF DIRECTORS
The Fund's charter (the "Charter") provides that the Board of Directors be
divided into three classes of Directors serving staggered three-year terms. The
term of office for Directors in Class I expires at the 2001 Annual Meeting,
Class II at the next succeeding Annual Meeting and Class III at the following
succeeding Annual Meeting. Two Class I nominees are proposed in this Proxy
Statement for election.
Should any vacancy occur on the Board of Directors, the remaining Directors
would be able to fill such vacancy by the affirmative vote of a majority of the
remaining Directors in office, even if the remaining Directors do not constitute
a quorum. Any Director elected by the Board to fill a vacancy would hold office
until the remainder of the full term of the class of Directors in which the
vacancy occurred and until a successor is elected and qualified. If the size of
the Board is increased, additional Directors will be apportioned among the three
classes to make all classes as nearly equal as possible.
Unless authority is withheld, it is the intention of the persons named in
the accompanying form of proxy to vote each proxy for the election of the
nominees listed below. Each nominee has indicated that he will serve as a
Director if elected, but if any nominee should be unable to serve, proxies will
be voted for any other person determined by the persons named in the form of
proxy in accordance with their discretion. Each of the nominees is currently a
member of the Board of Directors.
Information Regarding Directors and Officers
The following table shows certain information about the Directors,
including beneficial ownership of Common Stock of the Fund. Each has served as a
Director of the Fund since the Fund's inception in 1990, except for Mr.
Wadsworth, Dr. Hopp, Mr. Matz, and Mr. Zuhlsdorff, who were elected to the Board
on June 19, 1992, June 18, 1993, June 29, 1995 and June 20, 1997, respectively.
The following Directors have been nominated for election at the 2001 Annual
Meeting:
Shares of Common Stock
Beneficially Owned,
Directly or Indirectly,
Name Age Position with Fund Principal Occupations During Past Five Years at May 1, 2001(1)
- ----- ---- ------------------ -------------------------------------------- -----------------------
Richard 58 Director Former Vice Chairman and Chief 7,441
Karl Goeltz Financial Officer of American Express Co.,
Class I Group Chief Financial Officer and Member of the
Board of Directors of National Westminster
Bank Plc. (1992-1996).
Christian H. 57 Director Company Director of DWS Investment --
Strenger(2)(3)(4) GmbH (since 1999). Managing Director
Class I of DWS - Deutsche Gesellschaft fur Wertpapiersparen
mbH (1991-1999). Chairman of Deutsche Fund
Management, Inc. (1997-2000). Managing Director
of Deutsche Bank Securities Corporation (1986-1991).
2
The following are Directors whose terms continue:
Shares of Common Stock
Beneficially Owned,
Directly or Indirectly,
Name Age Position with Fund Principal Occupations During Past Five Years at May 1, 2001(1)
- ----- ---- ----------------- -------------------------------------------- -----------------------
John A. Bult(2)(3) 64 Director Chairman of PaineWebber International, 2,713
Class II Director of The France Growth Fund, Inc.
and The Greater China Fund, Inc.
John H. Cannon 59 Director Vice President and Treasurer of the 786
Class II Venator Group.
Dr. Franz 58 Director Member of the Board of Management of --
Wilhelm Hopp ERGO Versicherungsgruppe AG,
Class III VICTORIA Lebensversicherung AG and VICTORIA
Versicherung AG, VICTORIA International AG,
VICTORIA Ruck AG, D.A.S. Versicherungs-AG,
Chairman of the Supervisory Board of VORSORGE
Lebensversicherung AG. Chairman of the Supervisory
Board of VICTORIA Kapitalanlagegesellschaft mbH.
Member of the Supervisory Board of Bankhaus
Ellwanger &Geiger, Former Member of the Board
Management of VICTORIA Holding AG. Supervisory
Board Jenoptik AG.
Ernst-Ulrich Matz 67 Director Chief Financial Officer and member of --
Class III the Board of Directors of IWKA
Aktiengesellschaft (until 12/31/99).
Member of the Supervisory Boards of Bopp &
Reuther AG. Member of the District Advisory
Board of Gerling-Konzern. Chairman of
the Rumanian Group in the German East-West Trade
Committee. Member of Advisory Council of
Peters Associates AG.
Dr. Frank Tromel 65 Director Deputy Chairman of the Supervisory --
Class III Board of DELTON AG (until 2000).
Chairman of the Board of Managing
Directors of DELTON AG (1990-1999).
Chairman of the Board of Managing Directors
of ALTANA AG (1987-1990). Member of the
Board of ALTANA AG (1977-1987).
3
Shares of Common Stock
Beneficially Owned,
Directly or Indirectly,
Name Age Position with Fund Principal Occupations During Past Five Years at May 1, 2001(1)
- ----- ---- ----------------- -------------------------------------------- -----------------------
Robert H. 61 Director President of The Wadsworth Group, First 4,801
Wadsworth(2)(5) Fund Distributors, Inc. and Trust for
Class II Investment Managers, Vice President
of Professionally Managed Portfolios
and Advisors Series Trust.
Peter Zuhlsdorff 61 Director Chairman of the Supervisory Board of --
Class II GfK AG, TV Loonland AG and Escada AG.
Member of the Supervisory Board of Merck KGaA,
Deutz AG, Triangle GmbH & Co. KG and Kaisers
Kaffee AG. Member of the Advisory Board of
Melitta-Gruppe and Diebels GmbH & Co. KG.
- ----------
(1) As of May 1, 2001, all Directors and officers as a group owned less than
1% of the outstanding Common Stock of the Fund.
(2) Indicates that Messrs. Bult, Strenger and Wadsworth each also serve as a
Director of The Germany Fund, Inc. and The Central European Equity Fund,
Inc., two other closed-end registered investment companies for which
Deutsche Banc Alex. Brown Inc. acts as manager.
(3) Indicates "interested" Director, as defined in the Investment Company Act
of 1940, as amended (the "1940 Act"). Mr. Bult is an "interested" Director
because of his affiliation with U.B.S. PaineWebber Incorporated, a
registered broker-dealer; and Mr. Strenger is an "interested" Director
because of his ownership of Deutsche Bank shares.
(4) Indicates that Mr. Strenger owns shares of Deutsche Bank, of which
Deutsche Asset Management International GmbH ("DeAM") and Deutsche Banc
Alex. Brown Inc. are wholly-owned subsidiaries. As of May 1, 2001, Mr.
Strenger owned less than 1% of the outstanding shares of Deutsche Bank.
(5) Indicates that Mr. Wadsdworth also serves as a Director of the Deutsche
Investors Portfolios Trust and Deutsche Investors Funds, Inc., both
open-end investment companies advised by Investment Company Capital Corp.
Mr. Wadsworth also serves as a Director for the Deutsche Banc Alex. Brown
Cash Reserve Fund, Inc.; Flag Investors Communication Fund, Inc.; Flag
Investors Series Funds, Inc.; Emerging Growth Fund, Inc.;
Short-Intermediate Income Fund, Inc.; Flag Investors Value Builder Fund,
Inc.; Real Estate Securities Fund, Inc.; and Flag Investors Equity
Partners Fund, Inc. These funds are open-end investment companies advised
by Investment Company Capital Corp., which is an indirect wholly-owned
subsidiary of Deutsche Bank AG.
The Board of Directors presently has an Audit Committee composed of
Messrs. Cannon, Goeltz and Wadsworth. The Audit Committee makes recommendations
to the full Board with respect to the engagement of independent accountants and
reviews with the independent accountants the plan and results of the audit
engagement and matters having a material effect upon the Fund's financial
operations. The Audit Committee met three times during the fiscal year ended
December 31, 2000. In addition, the Board has an Advisory Committee composed of
Messrs. Cannon, Goeltz and Wadsworth. The Advisory Committee makes
recommendations to the full Board with respect to the Management Agreement
between the Fund and Deutsche Banc Alex. Brown Inc. and the Investment Advisory
Agreement between the Fund and DeAM. The Advisory Committee met once during the
past fiscal year. The Board also has an Executive Committee and a Nominating
Committee. During the past fiscal year, the Executive Committee did not meet and
the Nominating Committee met once. The members of the Executive Committee are
Messrs. Cannon, Goeltz, Strenger and Wadsworth. The Executive Committee has the
authority to act for the Board on all matters between meetings of the Board. The
members of the Nominating Committee are Messrs. Cannon, Strenger, Tromel and
Wadsworth. The Nominating Committee makes
4
recommendations to the full Board with respect to the selection of candidates to
fill vacancies on the Board of Directors intended to be filled by persons not
affiliated with Deutsche Banc Alex. Brown Inc. or DeAM, and the Nominating
Committee must evaluate the qualifications of all nominees for directorship
pursuant to the director qualification provisions in the Fund's Bylaws. The
Nominating Committee will consider suggestions from stockholders submitted in
writing to the Secretary of the Fund.
During the past fiscal year, the Board of Directors had four regular meetings,
and each incumbent Director attended at least 75% of the aggregate number of
meetings of the Board and meetings of Board Committees on which that Director
served.
The Fund pays each of its Directors who is not an interested person of the Fund,
the Investment Adviser or the Manager an annual fee of $7,500 plus $750 for each
meeting attended. Each of the Fund, The Germany Fund, Inc. and The Central
European Equity Fund, Inc. (which three funds, together with Deutsche Investors
Portfolios Trust, Deutsche Investors Funds, Inc., Deutsche Banc Alex. Brown Cash
Reserve Fund, Inc., Flag Investors Communication Fund, Inc., Flag Investors
Series Funds, Inc., Emerging Growth Fund, Inc., Short-Intermediate Income Fund,
Inc., Flag Investors Value Builder Fund, Inc., Real Estate Securities Fund,
Inc., Flag Investors Equity Partners Fund, Inc. and Deutsche Asset Management
VIT Funds, Inc. represent the entire Fund Complex advised by the Manager and the
Investment Adviser within the meaning of the applicable rules and regulations of
the Securities and Exchange Commission) reimburses the Directors (except for
those employed by the Deutsche Bank group) for travel expenses in connection
with Board meetings. The following table sets forth the aggregate compensation
from the Fund for the fiscal year ended December 31, 2000, and from the Fund and
such other funds for the year ended December 31, 2000, for each Director who is
not an interested person of the Fund, and for all such Directors as a group:
Aggregate Compensation Total Compensation
Name of Director From Fund From Fund Complex
--------------- ----------------- ------------------
John H. Cannon $ 15,750 $ 15,750
Richard Karl Goeltz 14,250 14,250
Dr. Franz Wilhelm Hopp . 10,500 10,500
Ernst-Ulrich Matz 10,500 10,500
Dr. Frank Tromel 11,250 11,250
Robert H. Wadsworth 15,000 85,750
Peter Zuhlsdorff 9,750 9,750
-------- --------
Total $ 87,000 $157,750
======== ========
No compensation is paid by the Fund to Directors or officers who are
interested persons of the Fund, Deutsche Banc Alex. Brown Inc. or Deutsche Asset
Management International GmbH.
The officers of the Fund other than as shown above are as follows (each
also serving as an officer of The Germany Fund, Inc. and The Central European
Equity Fund, Inc.):
Name Age Position with Fund Principal Occupations During Past Five Years
- ----- ---- ----------------- --------------------------------------------
Richard T. Hale 54 President and Chief Trustee/President of each of the investment
Executive Officer companies advised by Deutsche Asset
Management, Inc. or its affiliates;
Managing Director, Deutsche Asset
Management; Managing Director, Deutsche
Banc Alex. Brown Inc.; Director and
President, Investment Company Capital Corp.
5
Name Age Position with Fund Principal Occupations During Past Five Years
- ----- ---- ----------------- --------------------------------------------
Hanspeter Ackermann 44 Chief Investment Officer President of Deutsche Bank Investment
Management Inc., Senior International
Equity Portfolio Manager of Bankers Trust
Co., President and Managing Partner
of Eiger Asset Management (1993-1996),
Managing Director and CIO of SBC Portfolio
Management International (1983-1993).
Robert R. Gambee 58 Chief Operating Officer Director (since 1992), First Vice President
and Secretary (1987-1991) and Vice President (1978-1986)
of Deutsche Banc Alex. Brown Inc.
Secretary of Flag Investors Funds, Inc.,
Deutsche Bank Investment Management,
Inc. (1997-2000).
Joseph Cheung 42 Chief Financial Officer Vice President (since 1996), Assistant Vice
and Treasurer President (1994-1996) and Associate (1991-
1994) of Deutsche Banc Alex. Brown Inc.
The officers of the Fund are elected annually
by the Board of Directors at its meeting
following the Annual Meeting of Stockholders.
The Board unanimously recommends a vote FOR Proposal 1.
Required Vote. Provided a quorum has been established, the affirmative
vote of a plurality of the votes cast at the Meeting is required for the
election of each Director.
SELECTION OF INDEPENDENT PUBLIC AUDITOR
At a meeting held on April 20, 2001 and based upon the unanimous
recommendation of the Audit Committee, the Board of Directors of the Fund,
including a majority of the Directors who are non-interested Directors, selected
PricewaterhouseCoopers LLP (the "Firm" or "PwC") to act as the independent
public auditor for the Fund for the year ending December 31, 2001. Based
principally on representations from the Firm, the Fund knows of no direct
financial or material indirect financial interest of such Firm in the Fund. That
Firm, or a predecessor firm, has served as the independent public auditor for
the Fund since inception. A representative of PwC will be present at the Meeting
and will have the opportunity to make a statement and is expected to be
available to answer appropriate questions regarding the Fund's financial
statements.
Audit Fees
The aggregate fees billed by PwC for professional services rendered for
the Audit of the Fund's annual financial statements for the fiscal year ended
December 31, 2000 were $56,000.
Financial Information Systems Design and Implementation Fees
PwC did not render any information technology services to the Fund,
Deutsche Bank Alex. Brown Inc. or DeAM during the fiscal year ended December 31,
2000.
All Other Fees
The aggregate fees billed by PwC for tax services rendered to the Fund,
other than the services described above under "Audit Fees" for the fiscal year
ended December 31, 2000, were $12,800. In addition, the aggregate fees billed by
PwC for services rendered to the U.S. asset management business within the
Deutsche Bank group, including Deutsche Banc Alex. Brown Inc., for the fiscal
year ended December 31, 2000 were approximately $485,000.
6
AUDIT COMMITTEE REPORT
The role of the Audit Committee is to assist the Board in its oversight of
the Fund's financial reporting process. The Board of Directors has determined
that all members of the Committee are independent," as required by applicable
listing standards of the New York Stock Exchange. The Committee operates
pursuant to a Charter that was last amended and restated by the Board on April
20, 2001, a copy of which is attached to this Proxy Statement as Exhibit A. As
set forth in the Charter, management of the Fund is responsible for the
preparation, presentation and integrity of the Fund's financial statements, the
Fund's accounting and financial reporting principles, and internal controls
designed to assure compliance with accounting standards and applicable laws and
regulations. The independent auditors are responsible for auditing the Fund's
financial statements and expressing an opinion as to their conformity with
generally accepted accounting principles.
In the performance of its oversight function, the Committee has considered
and discussed the audited financial statements with management and the
independent auditors. The Committee has also discussed with the independent
auditors the matters required to be discussed by Statement on Auditing Standards
No. 61, Communication with Audit Committees, as currently modified or
supplemented. Finally, the Committee has received the written disclosures and
the letter from the independent auditors required by Independence Standards
Board Standard No. 1, Independence Discussions with Audit Committees, as
currently in effect, has discussed with the independent auditors the auditors'
independence from the Fund and its management, and has considered whether the
provision of non-audit services to the Fund's investment manager and adviser and
their affiliated persons by the independent auditors is compatible with
maintaining the auditors' independence.
The members of the Audit Committee are not professionally engaged in the
practice of auditing or accounting and are not employed by the Fund for
accounting, financial management or internal control purposes. Members of the
Committee rely without independent verification on the information provided to
them and on the representations made by management and the independent auditors.
Accordingly, the Audit Committee's oversight does not provide an independent
basis to determine that management has maintained appropriate accounting and
financial reporting principles and policies, or internal control and procedures,
designed to assure compliance with accounting standards and applicable laws and
regulations. Furthermore, the Audit Committee's considerations and discussions
referred to above do not assure that the audit of the Fund's financial
statements has been carried out in accordance with generally accepted auditing
standards, that the financial statements are presented in accordance with
generally accepted accounting principles or that the Fund's auditors are in fact
"independent".
Based upon the reports and discussions described in this report, and
subject to the limitations on the role and responsibilities of the Committee
referred to above and in the Charter, the Committee recommended to the Board
that the audited financial statements be included in the Fund's Annual Report
for the fiscal year ended December 31, 2000.
Submitted by the Audit Committee
of the Fund's Board of Directors
John H. Cannon
Richard Karl Goeltz
Robert H. Wadsworth
7
ADDRESS OF INVESTMENT ADVISER AND MANAGER
The principal office of Deutsche Asset Management International GmbH, the
Fund's Investment Adviser, is located at Mainzer Landstrasse 16, D-60325
Frankfurt am Main, Federal Republic of Germany. The corporate office of Deutsche
Banc Alex. Brown Inc., the Fund's Manager, is located at 31 West 52nd Street,
New York, New York 10019.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of May 1, 2001, no person, to the knowledge of management, owned of
record or beneficially owned more than 5% of the outstanding Common Stock of the
Fund, other than as set forth below.
Name and Address Amount and Nature Percent of
of Beneficial Owner of Beneficial Ownership Outstanding Common Stock
----------------- ----------------------- ------------------------
Mira, L.P.(1) ......... 5,694,039(1) 19.74
One Chase Manhattan Plaza, 42nd Floor
New York, NY 10005
- ----------
(1) This information is based exclusively on information provided by such
person on Schedule 13G filed with respect to the Fund on February 26,
1999, June 29, 1999, July 7, 1999 and October 5, 1999, and on Schedule 13D
filed with respect to the Fund on December 7, 1999, July 10, 2000 and
December 22, 2000. Such person reported that (a) as the general partner of
Mira, L.P., Zurich Capital Markets Inc. may be deemed to beneficially own
an aggregate of 5,694,039 shares of Common Stock of the Fund and (b) the
power to vote and dispose of the 5,694,039 shares of Common Stock of the
Fund held by Mira, L.P. is shared by Mira, L.P. and Zurich Capital Markets
Inc. as its general partner.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
During the fiscal year ended December 31, 2000 and current year to date,
Mr. Goeltz did not file on a timely basis four monthly reports on Form 4
(Statement of Changes of Beneficial Ownership of Securities) covering five
transactions. In addition, Messrs. Cannon and Wadsworth each did not file on a
timely basis five monthly reports on Form 4 (Statement of Changes of Beneficial
Ownership of Securities) during the past fiscal year and current year to date
covering six and seven transactions, respectively. Each of the covered
transactions were part of an automatic investment program in which the
director's committee meeting fee is applied to open market purchases of Fund
shares.
OTHER MATTERS
No business other than as set forth herein is expected to come before the
Meeting, but should any other matter requiring a vote of stockholders properly
come before the meeting, including any question as to an adjournment of the
Meeting, the persons named in the enclosed Proxy will vote thereon according to
their discretion.
STOCKHOLDER PROPOSALS
In order for stockholder proposals otherwise satisfying the eligibility
requirements of Securities Exchange Commission Rule 14a-8 to be considered for
inclusion in the Fund's proxy statement for the 2002 Annual Meeting, the
proposals must be received at The New Germany Fund, Inc., 31 West 52nd Street,
New York, New York, 10019, Attention: Secretary, on or before January 15, 2002.
In addition, the Fund's Bylaws currently provide that if a stockholder
desires to bring business (including director nominations) before the 2002
Annual Meeting, whether or not it is also the subject of a proposal timely
submitted for inclusion in the Fund's proxy statement, written notice of such
business as prescribed in the Bylaws
8
must be received by the Fund's Secretary between January 15, 2002 and February
14, 2002. For additional requirements, the stockholder may refer to the Bylaws,
a current copy of which may be obtained without charge upon request from the
Fund's Secretary. If the Fund does not receive timely notice pursuant to the
Bylaws, the proposal may be excluded from consideration at the meeting,
regardless of any earlier notice provided in accordance with Securities Exchange
Commission Rule 14a-8.
EXPENSES OF PROXY SOLICITATION
The cost of preparing, assembling and mailing material in connection with
this solicitation will be borne by the Fund. In addition to the use of mails,
proxies may be solicited personally by regular employees of the Fund or the
Manager or by telephone or telegraph. Brokerage houses, banks and other
fiduciaries may be requested to forward proxy solicitation materials to their
principals to obtain authorization for the execution of proxies, and they will
be reimbursed by the Fund for out-of-pocket expenses incurred in this
connection. The Fund has also made arrangements with Morrow & Co., Inc. to
assist in the solicitation of proxies, if called upon by the Fund, at an
estimated fee of $6,000 plus reimbursement of normal expenses.
ANNUAL REPORT DELIVERY
The Fund will furnish, without charge, a copy of its annual report for the
fiscal year ended December 31, 2000 to any stockholder upon request. Such
requests should be directed by mail to The New Germany Fund, Inc., 31 West 52nd
Street, New York, New York 10019 or by telephone to 1-800-GERMANY. Annual
reports are also available on the Fund's web site: www.newgermanyfund.com.
Robert R. Gambee
Chief Operating Officer
and Secretary
Dated: May 15, 2001
STOCKHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO HAVE
THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND RETURN
IT TO THE FUND.
9
EXHIBIT A
THE NEW GERMANY FUND, INC.
(the "Company")
AUDIT COMMITTEE CHARTER
I. Composition of the Audit Committee: The Audit Committee comprises at least
three directors, each of whom shall have no relationship to the Company,
its investment manager, its investment adviser or its custodian (including
sub-custodians) that may interfere with the exercise of his or her
independence from management and the Company and, as to his or her
relationship to the Company, shall otherwise satisfy the applicable
membership requirements under the rules of the New York Stock Exchange,
Inc., as such requirements are interpreted by the Board of Directors in
its business judgment. Copies of the relevant requirements are attached
hereto.
II. Purposes of the Audit Committee: The purposes of the Audit Committee are
to assist the Board of Directors:
1. in its oversight of the Company's accounting and financial reporting
principles and policies and related controls and procedures
maintained by or on behalf of the Company;
2. in its oversight of the Company's financial statements and the
independent audit thereof;
3. in selecting, evaluating and, where deemed appropriate, replacing
the outside auditors (or nominating the outside auditors to be
proposed for shareholder approval in the proxy statement); and
4. in evaluating the independence of the outside auditors.
The function of the Audit Committee is oversight. The management of the
Company, including the service providers so contractually obligated, are
responsible for the preparation, presentation and integrity of the
Company's financial statements. Management and applicable service
providers are responsible for maintaining appropriate accounting and
financial reporting principles and policies and related controls and
procedures designed to assure compliance with accounting standards and
applicable laws and regulations. The outside auditors are responsible for
planning and carrying out a proper audit of the Company's annual financial
statements. In fulfilling their responsibilities hereunder, it is
recognized that members of the Audit Committee are not full-time employees
of the Company and are not, and do not represent themselves to be,
accountants or auditors by profession or experts in the fields of
accounting or auditing, including in respect of auditor independence. As
such, it is not the duty or responsibility of the Audit Committee or its
members to conduct "field work" or other types of auditing or accounting
reviews or procedures or to set auditor independence standards, and each
member of the Audit Committee shall be entitled to rely on (i) the
integrity of those persons and organizations within and outside the
Company from which it receives information, (ii) the accuracy of the
financial and other information provided to the Audit Committee by such
persons or organizations absent actual knowledge to the contrary (which
shall be promptly reported to the Board of Directors), and (iii)
representations made by management as to any information technology,
internal audit and other non-audit services provided by the auditors to
the Company, to the Company's investment manager, investment adviser or
any entity controlling, controlled by or under common control with the
investment manager or investment adviser ("Manager/Adviser Control
Affiliate"), or to the Company's custodian (including sub-custodians).
The outside auditors for the Company are ultimately accountable to the
Board of Directors (as assisted by the Audit Committee). The Board of
Directors, with the assistance of the Audit Committee, has the ultimate
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authority and responsibility to select, evaluate and, where appropriate,
replace the outside auditors (or to nominate the outside auditors to be
proposed for shareholder approval in the proxy statement).
The outside auditors shall submit to the Company annually a formal written
statement delineating all relationships between the outside auditors and
the Company ("Statement as to Independence"), addressing each non-audit
service provided to the Company and at least the matters set forth in
Independence Standards Board No. 1.
The outside auditors shall submit to the Company annually a formal written
statement of the fees billed for each of the following categories of
services rendered by the outside auditors: (i) the audit of the Company's
annual financial statements for the most recent fiscal year; (ii)
information technology consulting services for the most recent fiscal
year, in the aggregate and by each service (and separately identifying
fees for such services relating to financial information systems design
and implementation); and (iii) all other services rendered by the outside
auditors for the most recent fiscal year, in the aggregate and by each
service. The statement as to (ii) and (iii) should include (and separately
disclose) fees billed for the indicated services to (a) the Company, (b)
the Company's investment manager, investment adviser and Manager/Adviser
Control Affiliates that provide services to the Company, (c)
Manager/Adviser Control Affiliates that do not provide services to the
Company, and (d) the custodian (including sub-custodians).
III. Meetings of the Audit Committee: The Audit Committee shall meet as often
as may be required to discuss the matters set forth in Article IV. In
addition, the Audit Committee should meet separately at least annually
with management and the outside auditors to discuss any matters that the
Audit Committee or any of these persons or firms believe should be
discussed privately. The Audit Committee may request any officer or
employee of the Company or any service provider, outside counsel to the
Company or the independent directors or the Company's outside auditors to
attend a meeting of the Audit Committee or to meet with any members of, or
consultants to, the Audit Committee. Members of the Audit Committee may
participate in a meeting of the Audit Committee by means of conference
call or similar communications equipment by means of which all persons
participating in the meeting can hear each other.
IV. Duties and Powers of the Audit Committee: To carry out its purposes, the
Audit Committee shall have the following duties and powers:
1. with respect to the outside auditor,
(i) to provide advice to the Board of Directors in selecting,
evaluating or replacing outside auditors;
(ii) to review the fees charged by the outside auditors for audit
and non-audit services;
(iii) to ensure that the outside auditors prepare and deliver
annually a Statement as to Independence (it being understood
that the outside auditors are responsible for the accuracy and
completeness of this Statement), to discuss with the outside
auditors any relationships or services disclosed in this
Statement that may impact the objectivity and independence of
the Company's outside auditors and to recommend that the Board
of Directors take appropriate action in response to this
Statement to satisfy itself of the outside auditors'
independence;
(iv) if applicable, to consider whether the outside auditors'
provision of (a) information technology consulting services
relating to financial information systems design and
implementation and (b) other non-audit services to the
Company, the Company's investment manager, investment adviser
or Manager/Adviser Control Affiliates or the custodian
(including sub-custodians) is compatible with maintaining the
independence of the outside auditors; and
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(v) to instruct the outside auditors that the outside auditors are
ultimately accountable to the Board of Directors and Audit
Committee;
2. with respect to financial reporting principles and policies and
related controls and procedures,
(i) to advise management and the outside auditors that they are
expected to provide or cause to be provided to the Audit
Committee a timely analysis of significant financial reporting
issues and practices;
(ii) to consider any reports or communications (and management's
responses thereto) submitted to the Audit Committee by the
outside auditors required by or referred to in SAS 61 (as
codified by AU Section 380), as may be modified or
supplemented, including reports and communications related to:
o deficiencies noted in the audit in the design or
operation of related controls;
o consideration of fraud in a financial statement audit;
o detection of illegal acts;
o the outside auditor's responsibility under generally
accepted auditing standards;
o significant accounting policies;
o management judgments and accounting estimates; o
adjustments arising from the audit;
o the responsibility of the outside auditor for other
information in documents containing audited financial
statements;
o disagreements with management;
o consultation by management with other accountants;
o major issues discussed with management prior to
retention of the outside auditor;
o difficulties encountered with management in performing
the audit; and
o the outside auditor's judgments about the quality of the
entity's accounting principles;
(iii) to meet with management and/or the outside auditors:
o to discuss the scope of the annual audit;
o to discuss the audited financial statements;
o to discuss any significant matters arising from any
audit or report or communication referred to in item
2(ii) above, whether raised by management or the outside
auditors, relating to the Company's financial
statements;
o to review the form of opinion the outside auditors
propose to render to the Board of Directors and
shareholders;
o to discuss allocations of expenses between the Company
and other entities;
o to discuss the Company's compliance with Subchapter M of
the Internal Revenue Code of 1986, as amended;
o to discuss with management and the outside auditors
their respective procedures to assess the
representativeness of securities prices provided by
external pricing services;
A-3
o to discuss with outside auditors their conclusions as to
the reasonableness of procedures employed to determine
the fair value of securities for which readily available
market quotations are not available, management's
adherence to such procedures and the adequacy of
supporting documentation;
o to discuss significant changes to the Company's auditing
and accounting principles, policies, controls,
procedures and practices proposed or contemplated by the
outside auditors or management; and
o to inquire about significant risks and exposures, if
any, and the steps taken to monitor and minimize such
risks; and
(iv) to discuss with the Company's legal advisors any significant
legal matters that may have a material effect on the financial
statements; and
3. with respect to reporting, recommendations and other matters,
(i) to provide advice to the Board of Directors in selecting the
principal accounting officer of the Company;
(ii) to prepare any report or other disclosures, including any
recommendation of the Audit Committee, required by the rules
of the Securities and Exchange Commission to be included in
the Company's annual proxy statement;
(iii to review this Charter at least annually and recommend any
changes to the full Board of Directors; and
(iv) to report its activities to the full Board of Directors on a
regular basis and to make such recommendations with respect to
the above and other matters as the Audit Committee may deem
necessary or appropriate.
V. Resources and Authority of the Audit Committee: The Audit Committee shall
have the resources and authority appropriate to discharge its
responsibilities, including the authority to engage outside auditors for
special audits, reviews and other procedures and to retain special counsel
and other experts or consultants.
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[GRAPHIC MISSING]
PROXY THE NEW GERMANY FUND, INC.
This proxy is solicited on behalf of the Board of Directors
The undersigned stockholder of The New Germany Fund, Inc., a Maryland
corporation (the "Fund"), hereby appoints Richard T. Hale, Robert R. Gambee and
Joseph Cheung, or either of them, as proxies for the undersigned, with full
power of substitution in each of them, to attend the Annual Meeting of the
Stockholders of the Fund to be held at 3:00 P.M., New York time, on June 28,
2001 at the offices of Deutsche Bank, 31 West 52nd Street, 5th Floor, New York,
New York, and any adjournment or postponement thereof, to cast on behalf of the
undersigned all votes that the undersigned is entitled to cast at such meeting
and otherwise to represent the undersigned at the meeting with all powers
possessed by the undersigned if personally present at the meeting. The
undersigned hereby acknowledges receipt of the Notice of the Annual Meeting of
Stockholders and of the accompanying Proxy Statement and revokes any proxy
heretofore given with respect to such meeting.
The votes entitled to be cast by the undersigned will be cast as
instructed below. If this Proxy is executed but no instruction is given, the
votes entitled to be cast by the undersigned will be cast "FOR" each of the
nominees for director and "FOR" each of the other proposals as described in the
Proxy Statement and in the discretion of the Proxy holder on any other matter
that may properly come before the meeting or any adjournment or postponement
thereof.
1. [ ] FOR each of the [ ] WITHHOLD AUTHORITY [ ] FOR all nominees
nominees for as to all listed except as marked
director listed nominees. to the contrary
below. below.
(Instructions: To withhold authority for any individual nominee, strike a line
through the nominee's name in the list below.)
Richard Karl Goeltz
Christian H. Strenger
2. TO VOTE AND OTHERWISE REPRESENT THE UNDERSIGNED ON ANY OTHER MATTER THAT
MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT
THEREOF IN THE DISCRETION OF THE PROXY HOLDER.
CHECK HERE ONLY IF YOU PLAN TO ATTEND THE MEETING IN PERSON
Please sign here exactly as name appears on the records of the Fund and date. If
the shares are held jointly, each holder should sign. When signing as an
attorney, executor, administrator, trustee, guardian, officer of a corporation
or other entity or in another representative capacity, please give the full
title under signature(s).
------------------------------------
Signature
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Signature, if held jointly
------------------------------------
Dated: _______________, 2001