SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary proxy statement.
[X] Definitive proxy statement.
[_] Definitive additional materials.
[_] Soliciting material under Rule 14a-12.
[_] Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2)).
THE GERMANY FUND, INC.
------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
THE GERMANY FUND, INC.
345 Park Avenue
New York, New York 10154
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
June 22, 2004
To our Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of The
Germany Fund, Inc., a Maryland corporation (the "Fund"), will be held at 3:30
P.M., New York time, on June 22, 2004 at 280 Park Avenue, 40th Floor West, New
York, New York 10017 for the following purposes:
1. To elect five (5) Directors, three to serve for terms of three years
and two to serve for a term of two years, and until their successors
are elected and qualify.
2. To ratify the appointment by the Audit Committee and the Board of
Directors of PricewaterhouseCoopers LLP as independent auditors for
the fiscal year ending December 31, 2004.
3. To transact such other business as may properly come before the
Meeting or any postponement or adjournment thereof.
Only holders of record of Common Stock at the close of business on April
30, 2004 are entitled to notice of, and to vote at, this Meeting or any
adjournment thereof.
If you have any questions or need additional information, please contact
Morrow & Co., Inc., the Fund's proxy solicitors, at 445 Park Avenue, New York,
New York 10022, or 1-800-654-2468.
By Order of the Board of Directors
Bruce A. Rosenblum
Secretary
Dated: May 26, 2004
Whether or not you expect to attend the meeting, please sign the enclosed
proxy and promptly return it to the Fund. We ask your cooperation in mailing in
your proxy promptly, so that the Fund does not incur any additional expenses of
solicitation of proxies.
THE GERMANY FUND, INC.
345 Park Avenue
New York, New York 10154
Annual Meeting of Stockholders
June 22, 2004
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PROXY STATEMENT
---------------
This Proxy Statement is furnished by the Board of Directors of The Germany
Fund, Inc., (the "Board of Directors" or "Board"), a Maryland corporation (the
"Fund"), in connection with the solicitation of proxies for use at the Annual
Meeting of Stockholders (the "Meeting") to be held at 3:30 P.M., New York time,
on June 22, 2004 at 280 Park Avenue, 40th Floor West, New York, New York 10017.
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 five (5) directors of the Fund ("Directors")
(Proposal 1) and FOR the ratification of the appointment by the Audit Committee
and the Board of PricewaterhouseCoopers LLP as independent auditors for the Fund
(Proposal 2). A proxy may be revoked at any time prior to the time it is voted
by written notice to the Secretary of the Fund, by submitting a subsequently
executed proxy or by attendance at the Meeting and voting in person.
The close of business on April 30, 2004 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 15,163,981 shares of Common Stock
outstanding and entitled to vote. Each share will be entitled to one vote on
each matter that comes before the Meeting. It is expected that the Notice of
Annual Meeting, this Proxy Statement and the form of proxy will first be mailed
to stockholders on or about May 26, 2004.
A quorum is necessary to hold a valid meeting. If stockholders entitled to
cast one-third of all votes entitled to be cast at the Meeting are present in
person or by proxy, a quorum will be established. The Fund intends to treat
properly executed proxies that are marked "abstain" and broker non-votes
(defined below) as present for the purposes of determining whether a quorum has
been achieved at the Meeting. Under Maryland law, abstentions do not constitute
a vote "for" or "against" a matter and will be disregarded in determining the
"votes cast" on an issue. A "broker non-vote" occurs when a broker holding
shares for a beneficial owner does not vote on a particular matter because the
broker does not have discretionary voting power with respect to that matter and
has not received instructions from the beneficial owner.
PROPOSAL 1: ELECTION OF DIRECTORS
The Fund's charter (the "Charter") provides that the Board of Directors be
divided into three classes of Directors serving staggered three-year terms and
until their successors are elected and qualify. The term of office for Directors
in Class II expires at the 2004 Annual Meeting, Class III at the next succeeding
annual meeting and Class I at the following succeeding Annual Meeting. Three
Class II nominees and 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 qualifies. If
the size of the Board is increased, additional Directors will be apportioned
among the three classes to make all classes as nearly equal as possible.
Unless authority is withheld, it is the intention of the persons named in
the accompanying form of proxy to vote each proxy for the election of the
nominees listed below. Each nominee has indicated that he will serve as a
Director if elected, but if any nominee should be unable to serve, proxies will
be voted for any other person determined by the persons named in the form of
proxy in accordance with their discretion.
Information Regarding Directors and Officers
The following table shows certain information about the nominees for
election as Directors and about Directors whose terms will continue, including
beneficial ownership of Common Stock of the Fund. Each has served as a Director
of the Fund since the Fund's inception in 1986, except for Ambassador Burt, who
was elected to the Board on June 30, 2000, Mr. Langhammer, who was elected to
the Board on May 9, 2003, Mr. Cannon, who was elected to the Board on April 23,
2004, and Dr. Bock, who was elected to the Board on May 5, 2004.
2
Nominees Proposed for Election:
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Class II Directors
(Term will Expire in 2004; Nominees for Term Expiring 2007)
--------------------------------------------------------------------------------
Number of
Portfolios in Shares of
Term of Fund Complex(2) Common Stock
Office and Overseen by Beneficially
Name, Length Director or Owned at
Address(1) Position(s) of Time Principal Occupation(s) Nominee for Other Directorships Held by April 2,
& Age with Fund Served During Past Five Years Director Director or Nominee for Director 2004(3)
----------- ----------- ----------- ---------------------- -------------- -------------------------------- -------------
Non-Interested Directors
Ambassador Director Since 2000 Chairman, Diligence LLC, 69 Director of The Central Europe 2,778
Richard R. formerly IEP Advisors, and Russia Fund, Inc. (since
Burt, 57 Inc. (information 2000) and The New Germany
collection, analysis, Fund, Inc. (since 2004), as
consulting and well as other funds in the
intelligence) (since Fund Complex as indicated.(5)
1998). Chairman of the Board Member, IGT, Inc.
Board, Weirton Steel (gaming technology) (since
Corp. (since 1996). 1995). Board Member, Hollinger
Partner, McKinsey & International (printing and
Company (1991-1994). U.S. publishing) (since 1995).
Ambassador to the Federal Board Member, HCL
Republic of Germany Technologies, Inc.
(1985-1989). Chairman, (information technology and
IEP Advisor, LLP product engineering) (since
(international 1999). Member, Textron
consulting). Corporation International
Advisory Council (aviation,
automotive, industrial
operations and finance) (since
1996). Director, UBS-Paine
Webber family of Mutual Funds.
Robert H. Director Since 1986 President, Robert H. 69 Director of The New Germany 3,563
Wadsworth, Wadsworth Associates, Fund, Inc. (since 1992) and
64 Inc. (consulting firm) The Central Europe and Russia
(May 1983 to present). Fund, Inc. (since 1990) as
Formerly, President and well as other funds in the
Trustee, Trust for Fund Complex as indicated.(5)
Investment Managers
(registered investment
companies) (April
1999-June 2002).
President, Investment
Company Administration,
L.L.C. (January
1992(4)-July 2001).
President, Treasurer and
Director, First Fund
Distributors, Inc.
(mutual fund
distribution) (June
1990-January 2002). Vice
President, Professionally
Managed Portfolios (May
1991-January 2002) and
Advisors Series Trust
(registered investment
companies) (October
1996-January 2002).
Interested Directors(6)
John Bult, Director Since 1986 Chairman of PaineWebber 3 Director of The New Germany 3,013
68 International (since 1985). Fund, Inc. (since 1990) and
The Central Europe and Russia
Fund, Inc. (since 1990).(5)
Director of The France Growth
Fund, Inc. (closed-end fund).
Director, of The Greater China
Fund, Inc. (closed-end fund).
3
--------------------------------------------------------------------------------
Class I Directors
(Nominees for Term Expiring 2006)
--------------------------------------------------------------------------------
Number of
Portfolios in Shares of
Term of Fund Complex(2) Common Stock
Office and Overseen by Beneficially
Name, Length Director or Owned at
Address(1) Position(s) of Time Principal Occupation(s) Nominee for Other Directorships Held by April 2,
& Age with Fund Served During Past Five Years Director Director or Nominee for Director 2004(3)
----------- ----------- ----------- ---------------------- -------------- -------------------------------- -------------
Non-Interested Directors
John H. Director Since 2004 Consultant (since 2002); Vice 3 Director of The New Germany None
Cannon, 62 President and Treasurer Fund, Inc. (since 1990) and
Venator Group/Footlocker Inc. The Central Europe and Russia
(footwear retailer) (until Fund, Inc. (since 2004).(5)
2001).
Dr. Kurt W. Director Since 2004 Member of the Board of 2 Director of The Central Europe None
Bock, 45(9) Executive Directors and CFO, and Russia Fund, Inc. (since
BASF Aktiengesellschaft (since 2004).(5) Member of the
2003); President, Logistics Supervisory Boards of
and Information Services, BASF Wintershall AG (since 2003)
Aktiengesellschaft (2000 to and Basell N.V. (since 2003).
2003); Chief Financial Member of the Advisory Boards
Officer, BASF Corporation of WINGAS GmbH (since 2003),
(1998 to 2000); Managing WIEH GmbH (since 2003),
Director, Robert Bosch Ltda. Landesbank Baden-Wurttemberg
(1996 to 1998); Senior Vice (since 2003), Initiative D21
President, Finance and (since 2003), DBW ("Die
Accounting, Robert Bosch GmbH Betriebswirtschaft") (since
(1994 to 1996); Senior Vice 2003), and Gesellschaft fur
President, Finance, Robert Unternehmensplanung (IUP)
Bosch GmbH (1992 to 1994); (since 2004). Member of the
Head of Technology, Planning Boards of BASFIN Corporation
and Controlling, Engineering (since 2002), Deutsches
Plastics division, BASF Rechnungslegungs Standards
Aktiengesellschaft (1991 to Committee ("DRSC") (since
1992); Executive Assistant to 2003), Schmalenbachgesell-
BASF's Chief Financial Officer schaft (since 2004), and Jacob
(1987 to 1991). Gould Schurman Stiftung (since
2004). Member of the Trustees
of Arbeitskreis Evangelischer
Unternehmer ("AEU") (since
2003).
Directors whose terms will continue:
--------------------------------------------------------------------------------
Class III Directors
(Term will Expire 2005)
--------------------------------------------------------------------------------
Number of
Portfolios in Shares of
Term of Fund Complex(2) Common Stock
Office and Overseen by Beneficially
Name, Length Director or Owned at
Address(1) Position(s) of Time Principal Occupation(s) Nominee for Other Directorships Held by April 2,
& Age with Fund Served During Past Five Years Director Director or Nominee for Director 2004(3)
----------- ----------- ----------- ---------------------- -------------- -------------------------------- -------------
Non-Interested Directors
Fred H. Director Since 2003 Chief Executive Officer, The 2 Director of The Central Europe None
Langhammer, Estee Lauder Companies Inc. and Russia Fund, Inc. (since
60(7) (manufacturer and marketer of 2003).(5) Director, Gillette
cosmetics) (since 2000), Company. Director, Inditex,
President (since 1995), Chief S.A (fashion manufacturer and
Operating Officer (1985-1999), retailer). Director,
Managing Director, operations German-American Chamber of
in Germany (1982-1985), Commerce, Inc. Co-Chairman,
President, operations in Japan American Institute for
(1975-1982). Contemporary German Studies at
Johns Hopkins University.
Senior Fellow, Foreign Policy
Association. Director, Japan
Society.
4
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Class III Directors
(Term will Expire 2005)
--------------------------------------------------------------------------------
Number of
Portfolios in Shares of
Term of Fund Complex(2) Common Stock
Office and Overseen by Beneficially
Name, Length Director or Owned at
Address(1) Position(s) of Time Principal Occupation(s) Nominee for Other Directorships Held by April 2,
& Age with Fund Served During Past Five Years Director Director or Nominee for Director 2004(3)
----------- ----------- ----------- ---------------------- -------------- -------------------------------- -------------
Non-Interested Directors
Werner Director Since 1986 President and Chief Executive 3 Director of The Central Europe 2,952
Walbrol, Officer, The European American and Russia Fund, Inc. (since
66 Chamber of Commerce, Inc. 1990) and The New Germany
Senior Adviser, Coudert Fund, Inc. (since 2004);(5)
Brothers LLP. Formerly, Director, TUV Rheinland of
President and Chief Executive North America, Inc.
Officer, The German American (independent testing and
Chamber of Commerce, Inc. assessment services).
President and Director,
German-American Partnership
Program (student exchange
programs). Director, AXA Art
Insurance Corporation (fine
art and collectible insurer).
Interested Directors(6)
Christian H. Director Since 1986 Director (since 1999) and 3 Director of The New Germany None
Strenger, Managing Director (1991-1999) Fund, Inc. (since 1990) and
60 of DWS Investment GmbH The Central Europe and Russia
(investment management). Fund, Inc. (since 1990).(5)
Member, Supervisory Board,
Fraport AG (international
airport business). Board
member, Incepta PLC (media and
advertising).
5
--------------------------------------------------------------------------------
Class I Directors
(Term will Expire 2006)
--------------------------------------------------------------------------------
Number of
Portfolios in Shares of
Term of Fund Complex(2) Common Stock
Office and Overseen by Beneficially
Name, Length Director or Owned at
Address(1) Position(s) of Time Principal Occupation(s) Nominee for Other Directorships Held by April 2,
& Age with Fund Served During Past Five Years Director Director or Nominee for Director 2004(3)
----------- ----------- ----------- ---------------------- -------------- -------------------------------- -------------
Interested Directors(6)
Detlef Director Since 1986 Partner of Sal. Oppenheim Jr. 2 Director of The Central Europe None
Bierbaum, & Cie KGaA (investment and Russia Fund, Inc. (since
61 management). 1990).(5) Member of
Supervisory Board, Tertia
Handelsbeteiligungs-gesellschaft
mbH (electronic retailer).
Member of Supervisory Board,
Douglas AG (retailer). Member
of Supervisory Board, LVM
Landwirtschaftlicher
2 Versicherungsverein
(insurance). Member of
Supervisory Board, Monega KAG
(investment company). Member
of Supervisory Board, AXA
Investment Managers GmbH
(investment company). Chairman
of Supervisory Board,
Oppenheim
Kapitalanlagegesellschaft mbH
(investment company). Chairman
of Supervisory Board,
Oppenheim
Immobilien-Kapitalanlagegesellschaft
mbH (investment company).
Member of Supervisory Board,
Oppenheim Beteiligungs-AG
(holding company). Chairman of
Administrative Board,
Oppenheim Prumerica Asset
Management S.a.r.l.
(investment company). Member
of Supervisory Board,
Attradius N.V. (insurance).
Chairman of the Advisory Board
of DWS Investment GmbH. Member
of the Board of Quindee REIT,
Toronto.
--------------------------------------------------------------------------------
Executive Officers(8)
--------------------------------------------------------------------------------
Shares of
Common Stock
Term of Beneficially
Office and Owned at
Name, Address(1) Position(s) Length of Principal Occupation(s) April 2,
& Age with Fund Time Served During Past Five Years 2004(3)
---------------- ----------- ----------- ------------------------------------------ -------------
Richard T. Hale, President Year to year Managing Director, Deutsche Investment None
58(10) and Chief since 2001 Management Americas Inc. (2003-present);
Executive Managing Director, Deutsche Bank
Officer Securities Inc. (formerly Deutsche Banc
Alex. Brown Inc.) and Deutsche Asset
Management (1999 to present); Director
and President, Investment Company
Capital Corp. (registered investment
advisor) (1996 to present); Director,
Deutsche Global Funds, Ltd. (2000 to
present); Director, Scudder Global
Opportunities Fund (since 2003);
Director/Officer, Deutsche/Scudder
Mutual Funds (various dates); President,
Montgomery Street Income Securities,
Inc. (2002 to present), (registered
investment companies); Vice President,
Deutsche Asset Management, Inc. (2000 to
present). Formerly, Director, ISI Family
of Funds (registered investment
companies; 4 funds overseen)
(1992-1999); CABEI Fund (2000 to 2004),
North American Income Fund (2000 to
2004) (registered investment companies).
6
--------------------------------------------------------------------------------
Executive Officers(8)
--------------------------------------------------------------------------------
Shares of
Common Stock
Term of Beneficially
Office and Owned at
Name, Address(1) Position(s) Length of Principal Occupation(s) April 2,
& Age with Fund Time Served During Past Five Years 2004(3)
---------------- ----------- ----------- ------------------------------------------ -------------
Vincent J. Vice Year to year Managing Director, Deutsche Asset None
Esposito, 47(11) President since 2003 Management (2003 to present). Formerly,
Managing Director and Head of
Relationship Management, Putnam
Investments (March 1999-2003) and
Managing Director and National Sales
Manager, Putnam Investments (March
1997-March 1999).
Bruce A. Secretary Year to year Director, Deutsche Asset Management None
Rosenblum, 43 since 2003 (2002 to present); prior thereto, Vice
President of Deutsche Asset Management
(2000-2002); and partner with the law
firm of Freedman, Levy, Kroll & Simonds
(1997-2000).
Charles A. Chief Year to year Director, Deutsche Asset Management None
Rizzo, 46(11) Financial since 2003 (April 2000 to present). Formerly, Vice
Officer and President and Department Head, BT Alex.
Treasurer Brown Incorporated (now Deutsche Bank
Securities Inc.) (1998-1999); Senior
Manager, Coopers & Lybrand L.L.P. (now
PricewaterhouseCoopers LLP) (1993-1998).
Kathleen Assistant Year to year Director, Deutsche Asset Management None
Sullivan Treasurer since 2003 (2002 to present). Formerly Senior Vice
D'Eramo, 47(11) President, Zurich Scudder Investments
(2000-2002); Vice President, Zurich
Scudder Investments and its predecessor
companies (1995-2000).
----------
(1) The mailing address of all directors and officers with respect to Fund
operations is c/o Deutsche Bank Securities, Inc., 345 Park Avenue, New
York, New York 10154.
(2) Includes The Central Europe and Russia Fund, Inc. and The New Germany
Fund, Inc., which are the other closed-end registered investment companies
for which Deutsche Bank Securities, Inc. acts as manager. It also includes
201 other open- and closed-end funds advised by wholly-owned entities of
the Deutsche Bank Group in the United States.
(3) All Directors and Executive Officers as a group (14 persons) owned 12,306
shares which constitutes less than 1% of the outstanding Common Stock of
the Fund. Share numbers in this Proxy Statement have been rounded to the
nearest whole share.
(4) Inception date of corporation which was predecessor to the LLC.
(5) The New Germany Fund, Inc. and The Central Europe and Russia Fund, Inc.
are the other closed-end registered investment companies for which
Deutsche Bank Securities, Inc. acts as manager. Messrs. Burt and Wadsworth
also serve as Directors/Trustees of the following open-end investment
companies: Scudder Advisor Funds, Scudder Advisor Funds II, Scudder
Advisor Funds III, Scudder Institutional Funds, Scudder Investment
Portfolios, Scudder Cash Management Portfolio, Scudder Treasury Money
Portfolio, Scudder International Equity Portfolio, Scudder Equity 500
Index Portfolio, Scudder Asset Management Portfolio, Scudder Investments
VIT Funds, Scudder MG Investments Trust, Scudder Investors Portfolios
Trust, Scudder Investors Funds, Inc., Scudder Flag Investors Value Builder
Fund, Inc., Scudder Flag Investors Equity Partners Fund, Inc., Scudder
Flag Investors Communications Fund, Inc., Cash Reserve Fund, Inc. and
Scudder RREEF Securities Trust. They also serve as Directors of Scudder
RREEF Real Estate Fund, Inc. and Scudder RREEF Real Estate Fund II, Inc.,
closed-end investment companies. These Funds are advised by either
Deutsche Asset Management, Inc., Deutsche Asset Management Investment
Services Limited, or Investment Company Capital Corp., each an indirect,
wholly-owned subsidiary of Deutsche Bank AG.
(6) Indicates "Interested Person", as defined in the Investment Company Act of
1940, as amended (the "1940 Act"). Mr. Bierbaum is an "interested"
Director because of his affiliation with Sal. Oppenheim Jr. & Cie. KGaA,
which engages in brokerage with the Fund and other accounts managed by the
Fund's investment adviser and manager; and Mr. Bult is an "interested"
Director because of his affiliation with PaineWebber International, an
affiliate of UBS Securities LLC, a registered broker-dealer; and Mr.
Strenger is an "interested" Director because of his affiliation with
DWS-Deutsche Gesellschaft fur Wertpapiersparen mbH ("DWS"), a
majority-owned subsidiary of Deutsche Bank AG and because of his ownership
of Deutsche Bank AG shares.
(7) In December 2001, Mr. Langhammer's two adult children borrowed $1 million
from a Deutsche Bank Group company. As of April 1, 2004 the loan was fully
paid off.
(8) Each also serving as an officer of The New Germany Fund, Inc. and The
Central Europe and Russia Fund, Inc. The officers of the Fund are elected
annually by the Board of Directors at its meeting following the Annual
Meeting of Stockholders.
(9) Dr. Tessen von Heydebreck, a managing director of Deutsche Bank, is a
member of the supervisory board of BASF-AG, Dr. Bock's employer.
(footnotes continued on next page)
7
(footnotes continued from previous page)
(10) Mr. Hale announced his intent to retire effective June 18, 2004. In
connection with his retirement, we anticipate that Mr. Hale will resign as
President and CEO of the Fund as of that date. The Board of Directors will
consider a replacement for Mr. Hale at its Board Meeting on July 12, 2004.
(11) Indicates ownership of securities of Deutsche Bank either directly or
through Deutsche Bank's deferred compensation plan.
The following table contains additional information with respect to the
beneficial ownership of equity securities by each Director or Nominee in the
Fund and, on an aggregated basis, in any registered investment companies
overseen by the Director or Nominee within the same Family of Investment
Companies as the Fund:
Aggregate Dollar Range
of Equity Securities
in All Funds
Overseen by Director
or Nominee
in Family
Dollar Range of Equity of Investment
Name of Director or Nominee Securities in the Fund (1) Companies (1),(2)
--------------------------- -------------------------- ----------------------
Detlef Bierbaum None None
Dr. Kurt W. Bock None None
John Bult $10,001 - $50,000 over $100,000
Ambassador Richard R. Burt $10,001 - $50,000 $50,001 - $100,000
John H. Cannon None $10,001 - $50,000
Fred H. Langhammer None None
Christian H. Strenger None $10,001 - $50,000
Robert H. Wadsworth $10,001 - $50,000 over $100,000
Werner Walbrol $10,001 - $50,000 $50,001 - $100,000
----------
(1) Valuation date is April 2, 2004.
(2) The Family of Investment Companies consists of the Fund, The New Germany
Fund, Inc. and The Central Europe and Russia Fund, Inc., which are
closed-end funds and share the same investment adviser and manager and
hold themselves out as related companies.
The Board of Directors presently has four standing committees including an
audit committee (the "Audit Committee"), an advisory committee (the "Advisory
Committee"), an executive committee (the "Executive Committee") and a nominating
committee (the "Nominating Committee").
The Audit Committee, comprising Messrs. Burt, Cannon, Wadsworth and
Walbrol, operates pursuant to a written charter which is attached hereto as
Exhibit A. The Audit Committee's organization and responsibilities are contained
in the Audit Committee Report, which is included in this Proxy Statement, and in
its written charter. The members of the Audit Committee are "independent" as
required by the independence standards of Rule 10A-3 under the Securities
Exchange Act of 1934. The Board of Directors has determined that each member of
the Audit Committee is financially literate and has determined that each of
Messrs. Cannon and Wadsworth meets the requirements for an audit committee
financial expert under the rules of the Securities and Exchange Commission
("SEC"). Although the Board has determined that these individuals meet the
requirements for an audit committee financial expert, their responsibilities are
the same as those of the other audit committee members. They are not auditors or
accountants, do not perform "field work" and are not full-time employees. The
SEC has determined that an audit committee member who is designated as an audit
committee financial expert will not be deemed to be an "expert" for any purpose
as a result of being identified as an audit committee financial expert. The
Audit Committee met five times during the fiscal year ended December 31, 2003.
The Advisory Committee, comprising Messrs. Bierbaum, Burt, Wadsworth and
Walbrol, makes recommendations to the full Board with respect to the Management
Agreement between the Fund and Deutsche Bank Securities Inc. ("DBSI") and the
Investment Advisory Agreement between the Fund and Deutsche Asset Management
International GmbH ("DeAM"). The Advisory Committee met once during the past
fiscal year.
8
The Executive Committee, comprising Messrs. Burt, Strenger, Wadsworth and
Walbrol, has the authority to act for the Board on all matters between meetings
of the Board subject to any limitations under applicable state law. During the
past fiscal year the Executive Committee did not meet.
The Nominating Committee, comprising Messrs. Burt, Wadsworth and Walbrol,
operates pursuant to a written charter which is attached hereto as Exhibit B.
The Board has determined that each of the members is not an "interested person"
as the term is defined in Section 2(a)(19) of the Investment Company Act of
1940, as amended. The Nominating Committee's organization and responsibilities
are set forth in the Nominating Committee Charter. Generally, the Nominating
Committee identifies, evaluates and selects and nominates, or recommends to the
Board of Directors, candidates for the Board or any committee of the Board. To
be eligible for nomination as a Director a person must, at the time of such
person's nomination, have Relevant Experience and Country Knowledge and must not
have any Conflict of Interest, as those terms are defined in the Fund's By-laws.
The relevant portions of the Fund's By-laws describing these requirements are
included as Exhibit C. The Nominating Committee may also take into account
additional factors listed in the Nominating Committee Charter, which generally
relate to the nominee's industry knowledge, business experience, education,
ethical reputation, special skills, ability to work well in group settings and
the ability to qualify as an "independent director."
The Nominating Committee will consider nominee candidates properly
submitted by stockholders in accordance with applicable law, the Fund's Articles
of Incorporation or By-laws, resolutions of the Board and the qualifications and
procedures set forth in the Nominating Committee Charter and this proxy
statement. A stockholder or group of stockholders seeking to submit a nominee
candidate (i) must have beneficially owned at least 5% of the Fund's common
stock for at least two years, (ii) may submit only one nominee candidate for any
particular meeting of stockholders, and (iii) may submit a nominee candidate for
only an annual meeting or other meeting of stockholders at which directors will
be elected. The stockholder or group of stockholders must provide notice of the
proposed nominee pursuant to the requirements found in the Fund's By-laws.
Generally, this notice must be received not less than 90 days nor more than 120
days prior to the first anniversary of the date of mailing of the notice for the
preceding year's annual meeting. Such notice shall include the specific
information required by the Fund's By-laws. The relevant portions describing
these requirements are included as Exhibit C. The Nominating Committee will
evaluate nominee candidates properly submitted by stockholders on the same basis
as it considers and evaluates candidates recommended by other sources. The
Nominating Committee met twice during the past fiscal year.
All members on each of the four committees of the Board are non-interested
persons (except that Mr. Strenger, an interested person, is a member of the
Executive Committee, and Mr. Bierbaum, an interested person, is a member of the
Advisory Committee).
During the past fiscal year, the Board of Directors had four regular
meetings, and each incumbent Director that served as a Director during the past
fiscal year attended at least 75% of the aggregate number of meetings of the
Board and meetings of Board Committees on which that Director served. The Board
has a policy that encourages Directors to attend the Annual Meeting of
Stockholders, to the extent travel to the Annual Meeting of Stockholders is
reasonable for that Director. Two Directors attended the 2003 Annual Meeting of
Stockholders.
To communicate with the Board of Directors or an individual Director of
the Fund, a stockholder must send a written communication to the Fund's
principal office at the address listed in the Notice of Annual Meeting of
Stockholders accompanying this Proxy Statement, addressed to the Board of
Directors of the Fund or an individual Director and the Secretary of the Fund.
The Secretary of the Fund will direct the correspondence to the appropriate
parties.
9
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 Board and Committee meeting attended. Each such Director who is also a
Director of The New Germany Fund, Inc. or The Central Europe and Russia Fund,
Inc. also receives the same annual and per-meeting fees for services as a
Director of each such fund. Effective as of April 24, 2002, no Director of all
three funds is paid for attending more than two funds' board and committee
meetings when meetings of the three funds are held concurrently, and, effective
as of January 1, 2002, no such Director receives more than the annual fee of two
funds. Each of the Fund, The Central Europe and Russia Fund, Inc. and The New
Germany Fund, Inc. reimburses the Directors (except for those employed by the
Deutsche Bank Group) for travel expenses in connection with Board meetings.
These three funds, together with 201 other open- and closed-end funds advised by
wholly-owned entities of the Deutsche Bank Group in the United States, represent
the entire Fund Complex within the meaning of the applicable rules and
regulations of the SEC. The following table sets forth (a) the aggregate
compensation from the Fund for the fiscal year ended December 31, 2003, and (b)
the total compensation from the Fund Complex that includes the Fund for the
fiscal year ended December 31, 2003 and for such other funds whose fiscal year
ended October 31, 2003, 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
---------------- ---------------------- ------------------
Ambassador Richard R. Burt $15,750 $168,640
John H. Cannon None $ 16,500
Fred H. Langhammer $ 6,500 $ 13,000
Eggert Voscherau(1) $ 5,000 $ 10,000
Robert H. Wadsworth $11,750 $170,000
Werner Walbrol $16,500 $ 34,500
------- --------
Total $55,500 $412,640
======= ========
----------
(1) Mr. Voscherau resigned as a Director of the Fund, effective May 5, 2004.
No compensation is paid by the Fund to Directors or officers who are
interested persons of the Fund or of any entity of the Deutsche Bank Group.
The Board unanimously recommends a vote FOR Proposal 1.
Required Vote. Provided a quorum has been established, the affirmative
vote of a plurality of the votes cast at the Meeting is required for the
election of each Director. For purposes of the election of Directors,
abstentions will have no effect on the result of the vote.
PROPOSAL 2: RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
The Audit Committee has approved PricewaterhouseCoopers LLP (the "Firm" or
"PwC") as independent auditors for the Fund for the fiscal year ending December
31, 2004. A majority of members of the Board of Directors, including a majority
of the members of the Board of Directors who are not "interested" Directors (as
defined in the 1940 Act) of the Fund, have ratified the appointment of PwC as
the Fund's independent auditors for that fiscal year. Based principally on
representations from the Firm, the Fund knows of no direct financial or material
indirect financial interest of such Firm in the Fund. That Firm, or a
predecessor firm, has served as the independent auditors for the Fund since
inception.
10
Neither our charter nor By-laws requires that the stockholders ratify the
appointment of PwC as our independent auditors. We are doing so because we
believe it is a matter of good corporate practice. If the stockholders do not
ratify the appointment, the Audit Committee and the Board of Directors will
reconsider whether or not to retain PwC, but may retain such independent
auditors. Even if the appointment is ratified, the Audit Committee and the Board
of Directors in their discretion may change the appointment at any time during
the year if they determine that such change would be in the best interests of
the Fund and its stockholders. It is intended that the persons named in the
accompanying form of proxy will vote for PwC. A representative of PwC will be
present at the Meeting and will have the opportunity to make a statement and is
expected to be available to answer appropriate questions concerning the Fund's
financial statements.
The Board unanimously recommends a vote FOR Proposal 2.
Required Vote. Provided a quorum has been established, the affirmative
vote of a majority of the votes cast at the Meeting is required for the
ratification of the appointment by the Audit Committee and the Board of
Directors of PwC as independent auditors for the Fund for the fiscal year ending
December 31, 2004. For purposes of Proposal 2, abstentions will have no effect
on the result of the vote.
INFORMATION WITH RESPECT TO THE FUND'S INDEPENDENT AUDITORS
The following table shows fees paid to PwC by the Fund during the Fund's
two most recent fiscal years: (i) for audit and non-audit services provided to
the Fund, and (ii) for engagements for non-audit services pre-approved by the
Audit Committee for the Fund's manager and investment adviser and certain
entities controlling, controlled by, or under common control with the manager
and investment adviser that provide ongoing services to the Fund (collectively,
the "Adviser Entities"), which engagements relate directly to the operations and
financial reporting of the Fund. The Audit Committee of each Board will review,
at least annually, whether PwC's receipt of non-audit fees from the Fund, the
Fund's manager, the Fund's investment adviser and all Adviser Entities is
compatible with maintaining PwC's independence.
Audit Fees(1) Audit Related Fees(2) Tax Fees(3) All Other Fees(4)
------------- --------------------- ------------------ ------------------
Adviser Adviser Adviser
Fund Fund Entities Fund Entities Fund Entities
---- ------ ----------- ---- -------- ---- --------
2003............. $51,164 -- -- $ 9,267 -- $6,715 --
2002............. $45,500 -- -- $12,034 -- -- --
----------
1 "Audit Fees" are the aggregate fees billed for professional services for
the audit of the Fund's annual financial statements and services provided
in connection with statutory and regulatory filings or engagements.
2 "Audit Related Fees" are the aggregate fees billed for assurance and
related services reasonably related to the performance of the audit or
review of financial statements and are not reported under "Audit Fees."
3 "Tax Fees" are the aggregate fees billed for professional services for tax
advice, tax compliance and tax planning.
4 "All Other Fees" are the aggregate fees billed for products and services
other than "Audit Fees," "Audit Related Fees" and "Tax Fees."
Audit Committee Pre-Approval Policies and Procedures. Generally, the Audit
Committee must pre-approve (i) all services to be performed for the Fund by the
Fund's independent auditors and (ii) all non-audit services to be performed by
the Fund's independent auditors for the Fund's investment adviser or any Adviser
Entities with respect to operations and financial reporting of the Fund. The
Chair of the Audit Committee may approve or deny the request to engage the
auditors to provide any fund services or fund-related services that are not
listed on the pre-approved list if the cost associated with the request is
$50,000 or less, or at the Chair's discretion, determine to call a special
meeting of the Audit Committee for the purpose of considering the proposal.
Should the Chair of the Audit Committee be unavailable, any other member of the
Audit Committee may serve as an alternate for the
11
purpose of approving or denying the request. The auditors shall report to the
Audit Committee at each of its regular meetings all audit or non-audit services
to the Fund and all non-audit services to the Adviser Entities that relate
directly to the Fund's operations and financial reporting initiated since the
last such report was rendered, including a general description of the services
and projected fees and the means by which such services were approved by the
Audit Committee. The engagement of the auditors to provide certain services
customarily required by a Fund in the ordinary course of its operation or by an
Adviser Entity in the ordinary course of its operation is approved by the Audit
Committee subject to pre-determined dollar limits. In all cases where an Adviser
Entity engages the auditors to provide audit or non-audit services not
previously described here and the projected fees for such engagement exceed
$25,000, the auditors will notify the Audit Committee not later than their next
meeting.
All Non-Audit Fees. The table below shows the aggregate non-audit fees
billed by PwC for services rendered to the Fund and to the Advisor Entities that
provide ongoing services to the Fund, whether or not such engagements relate
directly to the operations and financial reporting of the Fund, for the two most
recent fiscal years for the Fund.
Fiscal Year Aggregate Non-Audit Fees
----------- ------------------------
2003 $1,880,929
2002 $468,792
AUDIT COMMITTEE REPORT
The purposes of the Audit Committee are to 1) assist the Board of
Directors in its oversight of (i) the integrity of the Fund's financial
statements; (ii) the Fund's compliance with legal and regulatory requirements;
(iii) the independent auditors' qualifications and independence, and (iv) the
performance of the independent auditors; and 2) to prepare this report. Each
member of the Audit Committee is "independent," as required by the independence
standards of Rule 10A-3 under the Securities Exchange Act of 1934. The Audit
Committee operates pursuant to a written charter, a copy of which is attached as
Exhibit A to this Proxy Statement. As set forth in the Audit Committee Charter,
management of the Fund and applicable service providers are responsible for the
preparation, presentation and integrity of the Fund's financial statements and
for the effectiveness of internal control over financial reporting. Management
and applicable service providers are responsible for maintaining appropriate
accounting and financial reporting principles and policies and internal control
over financial reporting and other procedures that provide for compliance with
accounting standards and applicable laws and regulations. The independent
auditors are responsible for planning and carrying out a proper audit of the
Fund's annual financial statements and expressing an opinion as to their
conformity with generally accepted accounting principles.
In the performance of its oversight function, the Audit Committee has
considered and discussed the audited financial statements with Management and
the independent auditors of the Fund. The Audit 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
in effect. The Audit Committee has also considered whether the provision of any
non-audit services not pre-approved by the Audit Committee provided by the
Fund's independent auditors to the Fund's investment adviser, manager or to any
entity controlling, controlled by or under common control with the Fund's
investment adviser or manager that provides ongoing services to the Fund is
compatible with maintaining the auditors' independence. Finally, the Audit
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, and has
discussed with the auditors their independence.
12
The members of the Audit Committee are not full-time employees of the Fund
and are not performing the functions of auditors or accountants. As such, it is
not the duty or responsibility of the Audit Committee or its members to conduct
"field work" or other types of auditing or accounting reviews or procedures or
to set auditor independence standards. 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 Audit
Committee referred to above and in the Charter, the Audit Committee recommended
to the Board of Directors of the Fund that the audited financial statements of
the Fund be included in the Fund's annual report to stockholders for the fiscal
year ended December 31, 2003.
Submitted by the Audit Committee
of the Fund's Board of Directors
Ambassador Richard R. Burt
John H. Cannon
Robert H. Wadsworth
Werner Walbrol
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of May 24, 2004 no person, to the knowledge of management, owned of
record or beneficially more than 5% of the outstanding Common Stock of the Fund.
ADDRESS OF INVESTMENT ADVISER AND MANAGER
The principal office of Deutsche Asset Management International GmbH, the
Fund's investment adviser, is located at Mainzer Landstrasse 178-190, D-60327
Frankfurt am Main, Federal Republic of Germany. The corporate office of Deutsche
Bank Securities Inc., the Fund's manager, is located at 60 Wall Street, New
York, New York 10005.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 30(h) of the Investment Company Act of 1940, as amended, and the
rules under Section 16 of the Securities Exchange Act of 1934, as amended,
require that Directors and Officers of the Fund timely file certain reports
regarding ownership of, and transactions in, the Fund's securities with the SEC.
During the fiscal year 2003, initial reports of beneficial ownership of
securities on Form 3 were inadvertently filed late on behalf of Fred Langhammer,
a Director of the Fund, and Eggert Voscherau, a former Director of the Fund.
OTHER MATTERS
No business other than as set forth herein is expected to come before the
Meeting, but should any other matter requiring a vote of stockholders properly
come before the meeting, including any question as to an adjournment of the
Meeting, the persons named in the enclosed Proxy will vote thereon according to
their discretion. Abstentions and broker non-votes shall have no effect on the
outcome of a vote to adjourn the meeting.
13
STOCKHOLDER PROPOSALS
In order for stockholder proposals otherwise satisfying the eligibility
requirements of SEC Rule 14a-8 to be considered for inclusion in the Fund's
proxy statement for the 2005 Annual Meeting, the proposals must be received at
The Germany Fund, Inc., c/o Deutsche Asset Management, 345 Park Avenue, New
York, New York, 10154, Attention: Secretary, on or before January 26, 2005.
In addition, the Fund's By-laws currently provide that if a stockholder
desires to bring business (including director nominations) before the 2005
Annual Meeting that is or is not the subject of a proposal timely submitted for
inclusion in the Fund's proxy statement, written notice of such business as
prescribed in the By-laws must be delivered to the Fund's Secretary, at the
principal executive offices of the Fund, between January 26, 2005 and February
25, 2005. For additional requirements, the stockholder may refer to the By-laws,
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
By-laws, the proposal may be excluded from consideration at the meeting,
regardless of any earlier notice provided in accordance with SEC 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, 2003 and the most recent semi-annual report, if
any, to any stockholder upon request. Such requests should be directed by mail
to The Germany Fund, Inc., c/o Deutsche Asset Management, 345 Park Avenue, New
York, New York 10154 or by telephone to 1-800-437-6269. Annual reports are also
available on the Fund's web site: www.germanyfund.com.
Bruce A. Rosenblum
Secretary
Dated: May 26, 2004
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.
EXHIBIT A
THE GERMANY FUND, INC.
(the "Company")
AUDIT COMMITTEE CHARTER
(Amended and Restated as of October 31, 2003; and
further amended on April 23, 2004)
I. Composition of the Audit Committee: The Audit Committee shall be comprised
of at least three directors, each of whom shall satisfy the independence
requirements of Rule 10A-3 under the Securities Exchange Act of 1934.(1)
The Board of Directors (the "Board") shall determine that each member is
"financially literate," and that at least one member of the Audit
Committee has "accounting or related financial management expertise," as
such qualifications are interpreted by the Board in its business judgment,
and whether any member of the Audit Committee is an "audit committee
financial expert," as defined by the Securities and Exchange Commission
(the "SEC"). If the Board has determined that a member of the Audit
Committee is an audit committee financial expert, it may presume that such
member has accounting or related financial management expertise.
No director may serve as a member of the Audit Committee if such director
serves on the audit committees of more than two other public companies
unless the Board determines that such simultaneous service would not
impair the ability of such director to effectively serve on the Audit
Committee. The Board has determined that simultaneous service on the audit
committees of The New Germany Fund, Inc. and The Central Europe and Russia
Fund, Inc. (the "Related Funds") would not impair a director's ability to
effectively serve on the Audit Committee because, among other reasons, the
boards of directors and audit committees of all three closed-end funds
generally meet concurrently, have substantial director overlaps, have
common service providers, and have many operating, financial reporting and
accounting issues in common. The Board has further determined that service
on the Audit Committee of the Company and the audit committees of the
Related Funds should be considered service on a single public company
audit committee for purposes of the three-audit committee limitation.
Members shall be appointed by the Board, and shall serve at the pleasure
of the Board and for such term or terms as the Board may determine.
The Board shall designate one member of the Audit Committee as its
chairperson.
II. Purposes of the Audit Committee: The purposes of the Audit Committee are
to:
1. assist Board oversight of (i) the integrity of the Company's
financial statements, (ii) the Company's compliance with legal and
regulatory requirements, (iii) the independent auditors'
qualifications and independence, and (iv) the performance of the
independent auditors; and
2. prepare the report required to be prepared by the Audit Committee
pursuant to the rules of the SEC for inclusion in the Company's
annual proxy statement.
----------
(1) In order to satisfy Rule 10A-3 of the 1934 Act, a member of the Audit
Committee may not (1) accept directly or indirectly any consulting,
advisory or other compensatory fee from the Company other than (a)
director's fees and (b) any other regular benefits that other directors
receive, or (2) be an "interested person" of the Company as such term is
defined in Section 2(a)(19) of the Investment Company Act of 1940.
A-1
The function of the Audit Committee is oversight. The management of the
Company, including the service providers so contractually obligated, is
responsible for the preparation, presentation and integrity of the
Company's financial statements and for the effectiveness of internal
control over financial reporting. Management and applicable service
providers are responsible for maintaining appropriate accounting and
financial reporting principles and policies and internal control over
financial reporting and other procedures that provide for compliance with
accounting standards and applicable laws and regulations. The independent
auditors are responsible for planning and carrying out a proper audit of
the Company's annual financial statements and other procedures. 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, performing the functions of
auditors or accountants. As such, it is not the duty or responsibility of
the Audit Committee or its members to conduct "field 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 non-audit services
provided by the auditors to the Company, to the Company's investment
manager or investment adviser or any entity in a control relationship with
the investment manager or investment adviser, or to the Company's
custodian (including sub-custodians).
The independent auditors shall submit to the Audit Committee annually a
formal written statement (the "Auditors' Statement") describing: the
auditors' internal quality-control procedures; any material issues raised
by the most recent internal quality-control review or peer review of the
auditors, or by any inquiry or investigation by governmental or
professional authorities, within the preceding five years, respecting one
or more independent audits carried out by the auditors, and any steps
taken to deal with any such issues; and (to assess the auditors'
independence) all relationships between the independent auditors and the
(a) Company, (b) the Company's investment manager or investment adviser,
and (c) any entity in a control relationship with the investment manager
or investment adviser, whether or not it provides services to the Company,
and including at least the matters set forth in Independence Standards
Board No. 1. The description of relationships should include a description
of the non-audit services, including the fees associated therewith, that
were not pre-approved by the Company's Audit Committee.
The independent auditors shall submit to the Audit Committee annually a
formal written statement of the fees billed in each of the last two fiscal
years for each of the following categories of services rendered by the
independent auditors: (i) the audit of the Company's annual financial
statements or services that are normally provided by the independent
auditors in connection with statutory and regulatory filings or
engagements; (ii) assurance and related services not included in clause
(i) that are reasonably related to the performance of the audit or review
of the Company's financial statements, in the aggregate and by each
service; (iii) tax compliance, tax advice and tax planning services, in
the aggregate and by each service; and (iv) all other products and
services rendered by the independent auditors, in the aggregate and by
each service. The statement as to (ii), (iii) and (iv) should include (and
separately disclose) fees billed in each of the last two fiscal years for
the indicated services to (a) the Company, (b) the Company's investment
manager and investment adviser, and (c) any entity in a control
relationship with the investment manager or investment adviser that
provides ongoing services to the Company.
A-2
III. Meetings of the Audit Committee: The Audit Committee shall meet
semi-annually or more frequently if circumstances dictate, to discuss with
management and the independent auditor the annual audited financial
statements and to address the matters set forth in Article IV. The Audit
Committee should meet separately at least annually with each of management
and the independent 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 independent 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 independent auditors,
(i) to be directly responsible for the appointment, retention,
compensation, and oversight of the work of the independent
auditors (including the resolution of disagreements between
management and the independent auditors regarding financial
reporting), who shall report directly to the Audit Committee;
provided that the auditor appointment shall be subject to
ratification by the Board;
(ii) to be directly responsible for the appointment, retention,
compensation and oversight of the work of any registered
public accounting firm, other than the independent auditors,
engaged for the purpose of preparing or issuing an audit
report or to perform audit, review or attestation services,
which firm shall report directly to the Audit Committee;
(iii) to pre-approve, or to adopt appropriate procedures to
pre-approve, all audit and non-audit services to be provided
by the independent auditors, including applicable non-audit
services provided to the Company's investment manager and
investment adviser and any entity in a control relationship
with the investment manager or investment adviser that
provides ongoing services to the Company;
(iv) to ensure that the independent auditors prepare and deliver
annually an Auditors' Statement (it being understood that the
independent auditors are responsible for the accuracy and
completeness of this Statement), and to discuss with the
independent auditors any relationships or services disclosed
in this Statement that may impact the quality of audit
services or the objectivity and independence of the Company's
independent auditors;
(v) to obtain from the independent auditors in connection with any
audit a timely report relating to the Company's annual audited
financial statements describing all critical accounting
policies and practices used, all alternative treatments of
financial information within generally accepted accounting
principles that have been discussed with management,
ramifications of the use of such alternative disclosures and
treatments, and the treatment preferred by the independent
auditors, and any material written communications between the
independent auditors and management, such as any "management"
letter or schedule of unadjusted differences;
(vi) to review and evaluate the qualifications, performance and
independence of the independent auditors, as well as the lead
partner of the independent auditors;
A-3
(vii) to discuss with management the timing and process for
implementing the rotation of the lead audit partner, the
concurring partner and any other active audit engagement team
partner and consider whether there should be a regular
rotation of the audit firm itself; and
(viii) to take into account the opinions of management in assessing
the independent auditors' qualifications, performance and
independence;
2. with respect to financial reporting principles and policies and
internal audit controls and procedures,
(i) to advise management, relevant service providers and the
independent 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
and/or applicable service providers' responses thereto)
submitted to the Audit Committee by the independent 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 internal controls;
o consideration of fraud in a financial statement audit;
o detection of illegal acts;
o the independent auditors' responsibility under generally
accepted auditing standards;
o any restriction on audit scope;
o significant accounting policies;
o significant issues discussed with the national office
respecting auditing or accounting issues presented by
the engagement;
o management judgments and accounting estimates;
o any accounting adjustments arising from the audit that
were noted or proposed by the auditors but were passed
(as immaterial or otherwise);
o the responsibility of the independent 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 independent auditors;
o difficulties encountered with management in performing
the audit;
o the independent auditors' judgments about the
preferability, not just acceptability, of the Company's
accounting principles; and
o reviews, if any, of interim financial information
conducted in accordance with generally accepted auditing
standards by the independent auditors;
(iii) to meet with management, the independent auditors and, if
appropriate, the relevant service providers:
o to discuss the scope of the annual audit;
o to discuss the annual audited financial statements and
any interim financial statements;
A-4
o to discuss any significant matters arising from any
audit, including any audit problems or difficulties,
whether raised by management, relevant service providers
or the independent auditors, relating to the Company's
financial statements;
o to discuss any difficulties the independent auditors
encountered in the course of the audit, including any
restrictions on their activities or access to requested
information and any significant disagreements with
management;
o to discuss any "management" or "internal control" letter
issued, or proposed to be issued, by the independent
auditors to the Company;
o to review the form of opinion the independent auditors
propose to render to the Board and stockholders;
o to discuss, as appropriate: (a) any major issues
regarding accounting principles and financial statement
presentations, including any significant changes in the
Company's selection or application of accounting
principles, and major issues as to the adequacy of the
Company's internal controls and any special audit steps
adopted in light of material control deficiencies; (b)
analyses prepared by management and/or the independent
auditors setting forth significant financial reporting
issues and judgments made in connection with the
preparation of the financial statements, including
analyses of the effects of alternative GAAP methods on
the financial statements; and (c) the effect of
regulatory and accounting initiatives on the financial
statements of the Company;
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 independent auditors
their respective procedures to assess the
representativeness of securities prices provided by
external pricing services; and
o to discuss with independent 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;
(iv) to inquire of the Company's chief executive officer and chief
financial officer as to the existence of any significant
deficiencies or material weaknesses in the design or operation
of internal control over financial reporting which are
reasonably likely to adversely affect the Company's ability to
record, process, summarize and report financial information
and any fraud, whether or not material, that involves
management or service providers that have a significant role
in the Company's internal control over financial reporting;
(v) to discuss with management and any relevant service providers
the semi-annual financial statements at the next Audit
Committee meeting following their issuance;
(vi) to discuss guidelines and policies governing the process by
which management of the Company and the relevant service
providers of the Company assess and manage the Company's
exposure to risk, and to discuss the Company's most
significant financial risk exposures and the steps management
has taken to monitor and control such exposures;
A-5
(vii) to obtain from the independent auditors assurance that the
audit was conducted in a manner consistent with Section 10A of
the Securities Exchange Act of 1934, as amended, which sets
forth certain procedures to be followed in any audit of
financial statements required under the Securities Exchange
Act of 1934;
(viii) to discuss with the respective counsel for the Company and
the investment manager any significant legal, compliance or
regulatory matters that may have a material effect on the
financial statements or the Company's business, financial
statements or compliance policies, including material notices
to or inquiries received from governmental agencies;
(ix) to establish procedures for the receipt, retention and
treatment of complaints received by the Company regarding
accounting, internal accounting controls or auditing matters,
and for the confidential, anonymous submission by employees of
the Company, the investment manager or investment adviser, or
employees of any other service provider that provides
accounting related services to the Company, of concerns
regarding questionable accounting or auditing matters;
(x) to consider any reports concerning material violations
submitted to the Audit Committee by the Company's Chief Legal
Officer, counsel for service providers or outside counsel
pursuant to the SEC attorney professional responsibility
rules, any service provider's attorney reporting policy (which
may be broader than the SEC rules) or otherwise and determine
what action or response is necessary or appropriate; and
(xi) to review policies of the investment manager and investment
adviser, and any entity within the Company's Investment
Company Complex, as such term is defined in Rule 2-01(f)(14)
of Regulation S-X, for hiring employees or former employees of
the independent auditors whose responsibilities are to include
an accounting role or financial reporting oversight role with
respect to the Company;
3. with respect to reporting, recommendations and other matters,
(i) to provide advice to the Board 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 SEC 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;
(iv) to report its activities to the full Board 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; and
(v) to prepare and review with the Board an annual performance
evaluation of the Audit Committee, which evaluation must
compare the performance of the Audit Committee with the
requirements of this charter. The performance evaluation by
the Audit Committee shall be conducted in such manner as the
Audit Committee deems appropriate. The report to the Board may
take the form of an oral report by the chairperson of the
Audit Committee or any other member of the Audit Committee
designated by the Audit Committee to make this report.
V. Delegation to Subcommittee: The Audit Committee may, in its discretion,
delegate all or a portion of its duties and responsibilities to a
subcommittee of the Audit Committee. The Board and the Audit Committee
have authorized any member of the Audit Committee to pre-approve any audit
or non-audit services to be
A-6
performed by the independent auditors, provided that any such approvals
are presented to the Audit Committee at its next scheduled meeting.
VI. Resources and Authority of the Audit Committee: The Audit Committee shall
have the resources and authority appropriate to discharge its duties and
responsibilities, including the authority to select, retain, terminate,
and approve the fees and other retention terms of special or independent
counsel, accountants or other experts and advisers, as it deems necessary
or appropriate, without seeking approval of the Board or management. The
Company shall provide for appropriate funding, as determined by the Audit
Committee, in its capacity as a committee of the Board, for payment of
compensation to the independent auditors and any other public accounting
firm engaged for the purpose of preparing or issuing an audit report or
performing other audit, review or attest services for the Company.
A-7
EXHIBIT B
THE GERMANY FUND, INC.
(the "Fund")
NOMINATING COMMITTEE CHARTER
Adopted as of April 23, 2004
The Board of Directors (the "Board") of the Fund has adopted this Charter
to govern the activities of the Nominating Committee (the "Committee") of the
Board.
Statement of Purposes and Responsibilities
The primary purposes and responsibilities of the Committee are:
(i) to identify individuals qualified to become members of the Board in
the event that a position is vacated or created;
(ii) to consider all candidates proposed to become members of the Board,
subject to applicable law, the Fund's Articles of Incorporation or
By-laws, resolutions of the Board and the procedures and policies
set forth in this Charter and the Fund's annual proxy statement;
(iii) to select and nominate, or recommend for nomination by the Board,
candidates for election as Directors;
(iv) in the case of a director nominee to fill a Board vacancy created by
an increase in the size of the Board, to make a recommendation to
the Board as to the class of directors in which the individual
should serve;
(v) to make recommendations to the Board from time to time as to any
changes that the Committee believes to be desirable to the
provisions of the Fund's By-laws regarding minimum standards and
qualifications for service as a Director on the Board or to any
charter of committees of the Board regarding minimum standards and
qualifications for service as a committee member, and to recommend
to the Board, or to set, any additional standards or qualifications
considered necessary or desirable for service as a Director on the
Board or as a member of a committee of the Board;
(vi) to identify Board members qualified to fill vacancies on any
committee of the Board, taking into account any qualifications or
other criteria set forth in the charter of that committee, and to
recommend that the Board appoint the identified member or members to
that committee;
(vii) to make recommendations to the Board from time to time as to changes
that the Committee believes to be desirable to the size of the Board
or any committee thereof;
(viii)to review with counsel, at least annually, each Director's
affiliations and relationships for purposes of determining whether
such Director is a person who is not an "interested person" of the
Fund, as defined in Section 2(a)(19) of the Investment Company Act
of 1940, as amended;
(ix) to assist management in the preparation of the disclosure in the
Fund's annual proxy statement regarding the operations of the
Committee; and
(x) to perform any other duties or responsibilities expressly delegated
to the Committee by the Board from time to time relating to the
nomination of Board or committee members.
B-1
Organization and Governance
The Committee shall consist solely of three or more members of the Board.
The Committee must consist entirely of Board members who are not "interested
persons" of the Fund, as defined in Section 2(a)(19) of the Investment Company
Act of 1940, as amended ("Independent Directors"). Members shall serve at the
pleasure of the Board and for such term or terms as the Board may determine.
One or more members of the Committee may be designated by the Board as the
Committee's chairperson or co-chairperson, as the case may be.
The Committee shall meet at least once a year at a time and place
determined by the Committee chairperson, with further meetings to occur, or
actions to be taken by unanimous written consent, when deemed necessary or
desirable by the Committee or its chairperson. Members of the Committee may
participate in a meeting of the Committee by means of conference call or similar
communications equipment by means of which all persons participating in the
meeting can hear each other. Committee meetings shall be held in accordance with
the Fund's By-laws.
Criteria for Director Nominees
To be eligible for nomination as a Director a person must, at the time of
such person's nomination, have Relevant Experience and Country Knowledge, as
defined in the Fund's By-laws, and must not have any Conflict of Interest, as
defined in the Fund's By-laws. Whether a proposed nominee satisfies the
foregoing qualifications shall be determined by the Committee in its sole
discretion. The Committee may also take into account a wide variety of factors
in considering Director candidates, including (but not limited to): (i) the
candidate's knowledge in matters relating to the investment company industry;
(ii) any experience possessed by the candidate as a director or senior officer
of other public or private companies; (iii) the candidate's educational
background; (iv) the candidate's reputation for high ethical standards and
personal and professional integrity; (v) any specific financial, technical or
other expertise possessed by the candidate, and the extent to which such
expertise would complement the Board's existing mix of skills and
qualifications; (vi) the candidate's perceived ability to contribute to the
ongoing functions of the Board, including the candidate's ability and commitment
to attend meetings regularly, work collaboratively with other members of the
Board and carry out his or her duties in the best interests of the Fund; (vii)
the candidate's ability to qualify as an Independent Director; and (viii) such
other criteria as the Nominating Committee determines to be relevant in light of
the existing composition of the Board and any anticipated vacancies or other
factors.
Identification of Nominees
In identifying potential nominees for the Board, the Committee may
consider candidates recommended by one or more of the following sources: (i) the
Fund's Directors, (ii) the Fund's officers, (ii) the Fund's investment manager,
investment adviser or their affiliates, (iv) the Fund's stockholders (see below)
and (v) any other source the Committee deems to be appropriate. The Committee
will not consider self-nominated candidates or candidates nominated by members
of a candidate's family, including such candidate's spouse, children, parents,
siblings, uncles, aunts, grandparents, nieces and nephews. The Committee may,
but is not required to, retain a third party search firm at the Fund's expense
to identify potential candidates.
B-2
Consideration of Candidates Recommended by Stockholders
The Committee will consider nominee candidates properly submitted by
stockholders in accordance with applicable law, the Fund's Articles of
Incorporation or By-laws, resolutions of the Board and the qualifications and
procedures set forth in the this Charter and the Fund's annual proxy statement,
including the requirements that a stockholder or group of stockholders seeking
to submit a nominee candidate (i) must have beneficially owned at least 5% of
the Fund's common stock for at least two years, (ii) may submit only one nominee
candidate for any particular meeting of stockholders, and (iii) may submit a
nominee candidate for only an annual meeting or other meeting of stockholders at
which directors will be elected. The Committee will evaluate nominee candidates
properly submitted by stockholders on the same basis as it considers and
evaluates candidates recommended by other sources.
Delegation to Subcommittee
The Committee may, in its discretion, delegate all or a portion of its
duties and responsibilities to a subcommittee of the Committee.
Resources and Authority of the Committee
The Committee shall have the resources and authority appropriate to
discharge its duties and responsibilities, including the authority to select,
retain, terminate and approve the fees and other retention terms of special
counsel or other experts or consultants, as it deems appropriate, without
seeking approval of the Board or management. With respect to consultants or
search firms used to identify director candidates, this authority shall be
vested solely in the Committee.
B-3
EXHIBIT C
THE GERMANY FUND, INC.
EXCERPTS OF BY-LAWS
(as Amended and Restated as of January 31, 2000 and further
amended on July 16, 2001)
Article II
Section 13. Advance Notice of Stockholder Nominees for Director and Other
Stockholder Proposals. (a) Annual Meetings of Stockholders. (1) Nominations of
persons for election to the Board of Directors and the proposal of business to
be considered by the stockholders may be made at an annual meeting of
stockholders (i) pursuant to the Corporation's notice of meeting, (ii) by or at
the direction of the Board of Directors or (iii) by any stockholder of the
Corporation who was a stockholder of record both at the time of giving of notice
provided for in this Section 13(a) and at the time of the annual meeting, who is
entitled to vote at the meeting and who complied with the notice procedures set
forth in this Section 13(a).
(2) For nominations or other business to be properly brought before
an annual meeting by a stockholder pursuant to clause (iii) of paragraph
(a)(1) of this Section 13, the stockholder must have given timely notice
thereof in writing to the Secretary of the Corporation and such other
business must otherwise be a proper matter for action by the stockholders.
To be timely, a stockholder's notice shall be delivered to the Secretary
at the principal executive offices of the Corporation not less than 90
days nor more than 120 days prior to the first anniversary of the date of
mailing of the notice for the preceding year's annual meeting; provided,
however, that in the event that the date of mailing of the notice for the
annual meeting is advanced or delayed by more than 30 days from the first
anniversary of the date of mailing of the notice for the preceding year's
annual meeting, notice by the stockholder to be timely must be so
delivered not earlier than the 120th day prior to the date of mailing of
the notice for such annual meeting and not later than the close of
business on the later of the 90th day prior to the date of mailing of the
notice for such annual meeting or the tenth day following the day on which
disclosure of the date of mailing of the notice for such meeting is first
made. In no event shall the public announcement of a postponement or
adjournment of an annual meeting commence a new time period for the giving
of a stockholder's notice as described above. Such stockholder's notice
shall set forth (i) as to each person whom the stockholder proposes to
nominate for election or reelection as a director, (A) the name, age,
business address and residence address of such person, (B) the class and
number of shares of stock of the Corporation that are beneficially owned
by such person, (C) all other information relating to such person that is
required to be disclosed in solicitations of proxies for election of
directors in an election contest (even if an election contest is not
involved), or is otherwise required, in each case pursuant to Regulation
14A (or any successor provision) under the Exchange Act or pursuant to the
Investment Company Act and the rules thereunder (including such person's
written consent to being named in the proxy statement as a nominee and to
serving as a director if elected), and (D) a statement specifying which of
clauses (1)-(7) of the definition of "Relevant Experience and Country
Knowledge" in Article III, Section 3 of the Bylaws the person being
nominated satisfies, information relating to such person sufficient to
support a determination that the person satisfies the specified clause or
clauses of the definition and a representation that the person does not
have a "Conflict of Interest" as defined in Article III, Section 3 of the
Bylaws; (ii) as to any other business that the stockholder proposes to
bring before the meeting, a description of the business desired to be
brought before the meeting, the reasons for conducting such
C-1
business at the meeting and any material interest in such business of such
stockholder (including any anticipated benefit to the stockholder
therefrom) and of each beneficial owner, if any, on whose behalf the
proposal is made; and (iii) as to the stockholder giving the notice and
each beneficial owner, if any, on whose behalf the nomination or proposal
is made, (x) the name and address of such stockholder, as they appear on
the Corporation's stock ledgers and a current name and address, if
different, and of such beneficial owner, and (y) the class and number of
shares of each class of stock of the Corporation which are owned
beneficially and of record by such stockholder and owned beneficially by
such beneficial owner.
(3) Notwithstanding anything in this subsection (a) of this Section
13 to the contrary, in the event the Board of Directors increases or
decreases the maximum or minimum number of directors in accordance with
Article III, Section 2 of these Bylaws, and there is no public
announcement of such action at least 100 days prior to the first
anniversary of the date of mailing of the preceding year's annual meeting,
a stockholder's notice required by this Section 13(a) shall also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the close of
business on the tenth day following the day on which such public
announcement is first made by the Corporation.
(b) Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting. Nominations of
persons for election to the Board of Directors may be made at a special meeting
of stockholders at which directors are to be elected (i) pursuant to the
Corporation's notice of meeting, (ii) by or at the direction of the Board of
Directors or (iii) provided that the Board of Directors has determined that
directors shall be elected at such special meeting, by any stockholder of the
Corporation who is a stockholder of record both at the time of giving of notice
provided for in this Section 13 and at the time of the special meeting, who is
entitled to vote at the meeting and who complied with the notice procedures set
forth in this Section 13. In the event the Corporation calls a special meeting
of stockholders for the purpose of electing one or more directors to the Board
of Directors, any such stockholder may nominate a person or persons (as the case
may be) for election as a director as specified in the Corporation's notice of
meeting, if the stockholder's notice required by paragraph (a)(2) of this
Section 13 shall be delivered to the Secretary at the principal executive
offices of the Corporation not earlier than the 120th day prior to such special
meeting and not later than the close of business on the later of the 90th day
prior to such special meeting or the tenth day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting. In no
event shall the public announcement of a postponement or adjournment of a
special meeting commence a new time period for the giving of a stockholder's
notice as described above.
(c) General. (1) Only such persons who are nominated in accordance with
the procedures set forth in this Section 13 and Article III, Section 3 of these
Bylaws shall be eligible to serve as directors and only such business shall be
conducted at a meeting of stockholders as shall have been brought before the
meeting in accordance with the procedures set forth in this Section 13. The
chairman of the meeting shall have the power and duty to determine whether a
nomination or any business proposed to be brought before the meeting was made or
proposed, as the case may be, in accordance with the procedures set forth in
this Section 13 and, if any proposed nomination or business is not in compliance
with this Section 13, to declare that such defective nomination or proposal be
disregarded.
C-2
(2) For purposes of this Section 13, (a) the "date of mailing of the
notice" shall mean the date of the proxy statement for the solicitation of
proxies for election of directors and (b) "public announcement" shall mean
disclosure (i) in a press release reported by the Dow Jones News Service,
Associated Press or comparable news service or (ii) in a document publicly
filed by the Corporation with the Securities and Exchange Commission
pursuant to the Exchange Act or the Investment Company Act.
(3) Notwithstanding the foregoing provisions of this Section 13, a
stockholder shall also comply with all applicable requirements of state
law and of the Exchange Act and the Investment Company Act and the rules
and regulations thereunder with respect to the matters set forth in this
Section 13. Nothing in this Section 13 shall be deemed to affect any right
of stockholders to request inclusion of proposals in, nor the right of the
Corporation to omit a proposal from, the Corporation's proxy statement
pursuant to Rule 14a-8 (or any successor provision) under the Exchange
Act.
Article III
Section 3. Qualifications. Directors need not be stockholders. Each
Director shall hold office until the earlier of: (a) the expiration of his term
and his or her successor shall have been elected and qualifies, (b) his or her
death, (c) his or her resignation, (d) December 31 of the year in which he or
she shall have reached 70 years of age, or (e) his or her removal; provided that
clause (d) shall not apply to any person who was a Director on October 15, 1999
or to any person who the Nominating Committee (or in the absence of such a
Committee, the Board of Directors) determines to except from that clause on the
basis that the person's prior public or government service or other broad-based
activities in the business community make it essential that the Corporation
continue to receive the benefit of the person's services as a Director. The
determination described in the previous sentence shall be made on or before July
31 of the year in which the Director in question reaches the age specified in
clause (d). To be eligible for nomination as a director a person must, at the
time of such person's nomination, have Relevant Experience and Country Knowledge
(as defined below) and must not have any Conflict of Interest (as defined
below). Whether a proposed nominee satisfies the foregoing qualifications shall
be determined by the Nominating Committee or, in the absence of such a
Committee, by the Board of Directors, each in its sole discretion.
"Relevant Experience and Country Knowledge" means experience in business,
investment, economic or political matters of Germany or the United States
through service for 10 of the past 20 years (except where a shorter period is
noted) in one or more of the following principal occupations:
(1) senior executive officer or partner of a financial or industrial
business headquartered in Germany that has annual revenues of at
least the equivalent of US $500 million,
(2) senior executive officer or partner of a financial or industrial
business headquartered in the United States that has annual revenues
of at least the equivalent of US $500 million and whose management
responsibilities include supervision of European business
operations,
(3) director (or the equivalent) for 5 of the past 10 years of one or
more investment businesses or vehicles (including this Corporation)
a principal focus of which is investment in Germany and that have at
least the equivalent of US $250 million in combined total assets of
their own,
(4) senior executive officer or partner of an investment management
business having at least the equivalent of US $500 million in
securities of German companies or securities principally traded in
Germany under discretionary management for others,
C-3
(5) senior executive officer or partner of a business consulting,
accounting or law firm having at least 100 professionals and (b)
whose principal responsibility involves or involved providing
services involving European matters for financial or industrial
businesses, investment businesses or vehicles or investment
management businesses as described in (1)-(4) above,
(6) senior official (including ambassador or minister) in the national
government, a government agency or the central bank of Germany or
the United States, in a major supranational agency or organization
of which Germany or the United States is a member, or in a leading
international trade organization relating to Germany or the United
States, in each case in the area of finance, economics, trade or
foreign relations, or
(7) current director or senior officer (without regard to years of
service) of an investment manager or adviser of the Corporation, or
of any entity controlling or under common control with an investment
manager or adviser of the Corporation.
For purposes of clauses (1)-(5) of the preceding sentence and clauses (1)-(2) of
the next paragraph, the term "financial or industrial business" includes a
financial or industrial business unit within a larger enterprise; the term
"investment businesses or vehicles" includes an investment business unit or
investment vehicle within a larger enterprise; the term "investment management
business" includes an investment management business unit within a larger
enterprise; and the term "investment vehicle" includes an investment vehicle
within a larger enterprise; but in each case only to the extent the unit
satisfies the revenue, asset and other requirements specified for the business
or vehicle in clauses (1)-(5) of the preceding sentence or clauses (1)-(2) of
the next paragraph.
"Conflict of Interest" means the presence of a conflict with the interests
of the Corporation or its operations through any of the following:
(1) current position as a director, officer, partner or employee of
another investment vehicle a significant (i.e., 25% or more of total
assets) focus of which is securities of German companies or
securities principally traded in German markets and that does not
have the same investment adviser as the Corporation or an investment
adviser affiliated with an investment adviser of the Corporation,
(2) current position as a director, officer, partner or employee of the
sponsor or equivalent of an investment vehicle described in the
previous point, or
(3) current position as an official of a governmental agency or
self-regulatory body having responsibility for regulating the
Corporation or the markets in which it proposes to invest.
C-4
[GRAPHIC OMITTED]
PROXY THE GERMANY FUND, INC.
This proxy is solicited on behalf of the Board of Directors.
The undersigned stockholder of The Germany Fund, Inc., a Maryland
corporation (the "Fund"), hereby appoints Bruce A. Rosenblum and Patricia Rosch
Carrington, 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 3:30 P.M., New York time, on June 22,
2004 at 280 Park Avenue, 40th Floor West, New York, New York 10017, and any
adjournment or postponement thereof, to cast on behalf of the undersigned all
votes that the undersigned is entitled to cast at such meeting and otherwise to
represent the undersigned at the meeting with all powers possessed by the
undersigned if personally present at the meeting. The undersigned hereby
acknowledges receipt of the Notice of the Annual Meeting of Stockholders and of
the accompanying Proxy Statement and revokes any proxy heretofore given with
respect to such meeting.
The votes entitled to be cast by the undersigned will be cast as
instructed below. If this Proxy is executed but no instruction is given, the
votes entitled to be cast by the undersigned will be cast "For" each of the
nominees for director, "For" Proposal 2, as described in the Proxy Statement and
in the discretion of the Proxy holder on any other matter that may properly come
before the meeting or any adjournment or postponement thereof.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE NOMINEES
1. |_| FOR each of the nominees |_| WITHHOLD AUTHORITY |_| FOR all nominees
for director listed below. as to all listed except as marked
nominees. to the contrary
below.
(Instructions: To withhold authority for any individual nominee, strike a
line through the nominee's name in the list below.)
Dr. Kurt W. Bock
John Bult
Ambassador Richard R. Burt
John H. Cannon
Robert H. Wadsworth
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSAL 2
2. To ratify the appointment by the Audit Committee and the Board of
Directors of PricewaterhouseCoopers LLP as independent auditors for the
fiscal year ending December 31, 2004.
|_| FOR |_| AGAINST |_| ABSTAIN
3. To vote and otherwise represent the undersigned on any other matter that
may properly come before the meeting or any adjournment or postponement
thereof in the discretion of the Proxy holder.
Please sign here exactly as name appears on the records of the Fund and
date. If the shares are held jointly, each holder should sign. When signing as
an attorney, executor, administrator, trustee, guardian, officer of a
corporation or other entity or in another representative capacity, please give
the full title under signature(s).
------------------------------------
Signature
------------------------------------
Signature, if held jointly
Dated: _______________________, 2004