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)
--------------------------------------------------------------------------------
(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:
-2-
THE GERMANY FUND, INC.
345 PARK AVENUE
NEW YORK, NEW YORK 10154
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JUNE 24, 2003
--------------------------------------------------------------------------------
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 24, 2003 at the offices of Deutsche Bank Securities
Inc., 31 West 52nd Street, Fifth Floor Auditorium, New York, New York 10019 for
the following purposes:
1. To elect four (4) Directors, three to serve for terms of three
years and one to serve for a term of two years, and until their
successors are elected and qualify.
2. To ratify the appointment by the Board of Directors of
PricewaterhouseCoopers LLP as independent accountants for the
fiscal year ending December 31, 2003.
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 May
2, 2003 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 1-800-662-5200.
By Order of the Board of Directors
Robert R. Gambee
Chief Operating Officer
and Secretary
Dated: May 13, 2003
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 24, 2003
--------------------------------------------------------------------------------
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 24, 2003 at the offices of Deutsche Bank Securities Inc.,
31 West 52nd Street, Fifth Floor Auditorium, New York, New York 10019. 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 four (4) directors of the Fund ("Directors")
(Proposal 1) and FOR the ratification of the appointment by the Board of
PricewaterhouseCoopers LLP as independent accountants 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 or by submitting a subsequently executed
proxy or by attendance at the Meeting and voting in person.
The close of business on May 2, 2003 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 16,028,781 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 13, 2003.
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.
-2-
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 I expires at the 2003 Annual Meeting, Class II at the next
succeeding annual meeting and Class III at the following succeeding Annual
Meeting. Three Class I nominees and one Class III nominee 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, and Messrs. Langhammer and Voscherau,
who were elected to the Board on May 9, 2003.
NOMINEES PROPOSED FOR ELECTION:
CLASS I DIRECTORS
(TERM WILL EXPIRE IN 2003; NOMINEES FOR TERM EXPIRING IN 2006)
NUMBER OF
PORTFOLIOS SHARES
TERM OF IN FUND OF COMMON
OFFICE COMPLEX(2) OTHER STOCK
AND OVERSEEN BY DIRECTORSHIPS HELD BENEFICIALLY
POSITION(S) LENGTH OF PRINCIPAL DIRECTOR OR BY DIRECTOR OR OWNED AT
NAME, ADDRESS(1) WITH TIME OCCUPATION(S) NOMINEE FOR NOMINEE FOR MAY 1,
& AGE FUND SERVED DURING PAST FIVE YEARS DIRECTOR DIRECTOR 2002(3)
-------------- ----------- --------- ------------------------------- ----------- ------------------ ------------
NON-INTERESTED DIRECTORS
---------------------------------------------------------------------------------------------------------------------
Edward C. Director Since Consultant (since 1994). 2 Director of the 2580
Schmults, 72 1986. Senior Vice President - Central European
External Affairs and General Equity Fund, Inc.
Counsel, GTE Corporation (since 1990);(5)
(telecommunications) Board Member,
(1984-1994); Deputy Attorney Green Point
General of the U.S. Financial Corp.
Department of Justice (since 1994).
(1981-1984).
-3-
CLASS I DIRECTORS
(TERM WILL EXPIRE IN 2003; NOMINEES FOR TERM EXPIRING IN 2006)
NUMBER OF
PORTFOLIOS SHARES
TERM OF IN FUND OF COMMON
OFFICE COMPLEX(2) OTHER STOCK
AND OVERSEEN BY DIRECTORSHIPS HELD BENEFICIALLY
POSITION(S) LENGTH OF PRINCIPAL DIRECTOR OR BY DIRECTOR OR OWNED AT
NAME, ADDRESS(1) WITH TIME OCCUPATION(S) NOMINEE FOR NOMINEE FOR MAY 1,
& AGE FUND SERVED DURING PAST FIVE YEARS DIRECTOR DIRECTOR 2002(3)
-------------- ----------- --------- ------------------------------- ----------- ------------------ ------------
NON-INTERESTED DIRECTORS
---------------------------------------------------------------------------------------------------------------------
Eggert Director Since Vice Chairman, BASF 2 Director of the None.
Voscherau, 606 2003 Aktiengesellschaft Central European
(chemicals) (since 2002). Equity Fund, Inc.
Deputy Chairman, Ressort II (since 2003);(5)
(Europe Region) (Industrials) Member,
(1998-2002). Chairman and Supervisory
Chief Executive Officer and Boards of:
Executive Director, BASF Dresdner Bank
Corporation (chemicals) Lateinamerika AG,
(United States) (1997-1998). Haftpflichtverband
Executive Director, BASF der Deutschen
Aktiengesellschaft Industrie V.a.G.,
(1996-1997), Executive Vice Basell N.V. ,
President, BASF Corporation BASF Espanola
(United States) and S.A., BASF
President, North American Schwarzheide
Consumer Products division GmbH. President,
(1991-1994). President, BASF Cefic (European
Aktiengesellschaft (Germany) Chemical Industry
(1986-1991). Council).
President,
International
Council of
Chemical
Associations.
Board Member,
BASF
Aktiengesellschaft.
---------------------------------------------------------------------------------------------------------------------
INTERESTED DIRECTORS(4)
---------------------------------------------------------------------------------------------------------------------
Detlef Director Since Partner of Sal. Oppenheim Jr. 2 Director of the None.
Bierbaum, 60 1986. & Cie KGaA (investment Central European
management). Equity Fund, Inc.
(since 1990);(5)
Member, Supervisory
Board, ESCADA
Aktiengesellschaft
(women's apparel);
Member, Supervisory
Board, Tertia
Handelsbeteiligungsgesellschaft
mbH (electronic
retailer). Member
of Supervisory
Board, Douglas AG
(retailer). Member
of Supervisory
Board, LVM
Landwirtschaftlicher
Versicherungsverein
(insurance).
Member of Supervisory
Board, Monega KAG.
Member of Supervisory
Board, AXA Investment
Managers.
-4-
CLASS III DIRECTORS
(TERM WILL EXPIRE 2003; NOMINEES FOR TERM EXPIRING 2005)
NUMBER OF
PORTFOLIOS
IN FUND
COMPLEX(2)
OVERSEEN SHARES
TERM OF BY OF COMMON
OFFICE DIRECTOR OTHER STOCK
AND OR DIRECTORSHIPS HELD BENEFICIALLY
POSITION(S) LENGTH OF PRINCIPAL NOMINEE BY DIRECTOR OR OWNED AT
NAME, ADDRESS(1) WITH TIME OCCUPATION(S) FOR NOMINEE FOR MAY 1,
& AGE FUND SERVED DURING PAST FIVE YEARS DIRECTOR DIRECTOR 2002(3)
-------------- ----------- --------- ------------------------------- ----------- ------------------ ------------
NON-INTERESTED DIRECTORS
---------------------------------------------------------------------------------------------------------------------
Fred H. Director Since Chief Executive Officer, Estee 2 Director of the None.
Langhammer, 2003 Lauder Companies Inc. Central European
58(9) (manufacturer and marketer of Equity Fund, Inc.
cosmetics) (since 2000), (since 2003);(5)
President (since 1995); Chief Director, Gillette
Operating Officer (1985-1999); Company. Director,
Managing Director, operations in Inditex, S.A
Germany (1982-1985); President, (fashion
operations in Japan (1975-1982). manufacturer and
retailer).
Director,
Cosmetics,
Toiletries and
Fragrance
Association.
Director, German-
American Chamber
of Commerce, Inc.
Chairman, American
Institute for
Contemporary
German Studies at
Johns Hopkins
University.
Senior Fellow,
Foreign Policy
Association.
Director, Japan
Society.
-5-
DIRECTORS WHOSE TERMS WILL CONTINUE:
CLASS II DIRECTORS
(TERM WILL EXPIRE IN 2004)
NUMBER OF
PORTFOLIOS
IN FUND
COMPLEX(2) SHARES
TERM OF OVERSEEN OF COMMON
OFFICE BY OTHER STOCK
AND DIRECTOR DIRECTORSHIPS HELD BENEFICIALLY
POSITION(S) LENGTH OF PRINCIPAL OR NOMINEE BY DIRECTOR OR OWNED AT
NAME, ADDRESS(1) WITH TIME OCCUPATION(S) FOR NOMINEE FOR MAY 1,
& AGE FUND SERVED DURING PAST FIVE YEARS DIRECTOR DIRECTOR 2002(3)
-------------- ----------- --------- ------------------------------- ----------- ------------------ ------------
NON-INTERESTED DIRECTORS
---------------------------------------------------------------------------------------------------------------------
Ambassador Director Since Chairman, Diligence LLC, 68 Director of the 532
Richard R. 2000 formerly IEP Advisors, Inc. Central European
Burt, 56 (information collection, Equity Fund, Inc.
analysis, consulting and as well as other
intelligence) (since 1998). funds in the Fund
Chairman of the Board, Complex as
Weirton Steel Corp. (since indicated;(5) Board
1996). Partner, McKinsey & Member, IGT, Inc.
Company (1991-1994). U.S. (gaming technology)
Ambassador to the Federal (since 1995).
Republic of Germany Board Member,
(1985-1989). Chairman, IEP Hollinger
Advisor, LLP (international International
consulting). (printing and
publishing)
(since 1995).
Board Member, HCL
Technologies,
Inc. (information
technology and
product engineering)
(since 1999).
Member, Textron
Corporation
International
Advisory Council
(aviation,
automotive,
industrial
operations and
finance) (since
1996). Director,
UBS-Paine Webber
family of Mutual
Funds.
Robert H. Director Since President, Robert H. 69 Director, New 2,656
Wadsworth, 63 1986. Wadsworth Associates, Inc. Germany Fund,
(mutual fund consulting) Inc. (since 1992)
(since 1982). President and and the Central
Trustee, Trust for Investment European Equity
Managers (1999-2002). Fund (since 1990)
President, Investment Company as well as other
Administration, L.L.C. funds in the Fund
(1992-2001). President, Complex as
Treasurer and Director, First indicated.(5)
Fund Distributors, Inc.
(mutual fund distribution)
(1990-2002). Vice President,
Professionally Managed
Portfolios (1991-2002). Vice
President, Advisors Series
Trust (registered investment
companies) (1997-2002).
President, Guinness Flight
Investment Funds, Inc.
(registered investment
companies) (1994-1998).
-6-
CLASS II DIRECTORS
(TERM WILL EXPIRE IN 2004)
NUMBER OF
PORTFOLIOS
IN FUND
COMPLEX(2) SHARES
TERM OF OVERSEEN OF COMMON
OFFICE BY OTHER STOCK
AND DIRECTOR DIRECTORSHIPS HELD BENEFICIALLY
POSITION(S) LENGTH OF PRINCIPAL OR NOMINEE BY DIRECTOR OR OWNED AT
NAME, ADDRESS(1) WITH TIME OCCUPATION(S) FOR NOMINEE FOR MAY 1,
& AGE FUND SERVED DURING PAST FIVE YEARS DIRECTOR DIRECTOR 2002(3)
-------------- ----------- --------- ------------------------------- ----------- ------------------ ------------
INTERESTED DIRECTORS(4)
---------------------------------------------------------------------------------------------------------------------
John Bult, 66 Director Since Chairman of PaineWebber 3 Director of the 3,013
1986. International (since 1985). New Germany Fund,
Inc. (since 1990)
and the Central
European Fund
(since 1990);(5)
Director, The
France Growth Fund,
Inc. (closed end
fund). Director,
The Greater China
Fund, Inc. (closed
end fund).
CLASS III DIRECTORS
(TERM WILL EXPIRE 2005)
NUMBER OF
PORTFOLIOS SHARES
TERM OF IN FUND OF COMMON
OFFICE COMPLEX(2) OTHER STOCK
AND OVERSEEN BY DIRECTORSHIPS HELD BENEFICIALLY
POSITION(S) LENGTH OF PRINCIPAL DIRECTOR OR BY DIRECTOR OR OWNED AT
NAME, ADDRESS(1) WITH TIME OCCUPATION(S) NOMINEE FOR NOMINEE FOR MAY 1,
& AGE FUND SERVED DURING PAST FIVE YEARS DIRECTOR DIRECTOR 2002(3)
-------------- ----------- --------- ------------------------------- ----------- ------------------ ------------
NON-INTERESTED DIRECTORS
---------------------------------------------------------------------------------------------------------------------
Werner Director Since President and Chief Executive 2 Director, Central 1,416
Walbrol, 65 1986. Officer, The German American European Equity
Chamber of Commerce, Inc., Fund, Inc. (since
President and Chief Executive 1990);(5) Director
Officer, European American of TUV Rheinland
Chamber of Commerce, Inc. of North America,
Inc. (independent
testing and
assessment
services);
President and
Director, German-
American
Partnership
Program (student
exchange programs);
Director, AXA
Nordstern Art
Insurance
Corporation (fine
art and collectible
insurer); Member,
Advisory Board
of Abels & Grey.
-7-
CLASS III DIRECTORS
(TERM WILL EXPIRE 2005)
NUMBER OF
PORTFOLIOS SHARES
TERM OF IN FUND OF COMMON
OFFICE COMPLEX(2) OTHER STOCK
AND OVERSEEN BY DIRECTORSHIPS HELD BENEFICIALLY
POSITION(S) LENGTH OF PRINCIPAL DIRECTOR OR BY DIRECTOR OR OWNED AT
NAME, ADDRESS(1) WITH TIME OCCUPATION(S) NOMINEE FOR NOMINEE FOR MAY 1,
& AGE FUND SERVED DURING PAST FIVE YEARS DIRECTOR DIRECTOR 2002(3)
-------------- ----------- --------- ------------------------------- ----------- ------------------ ------------
INTERESTED DIRECTORS(4)
---------------------------------------------------------------------------------------------------------------------
Christian H. Director Since Director (since 1999) and 3 Director, New None.
Strenger, 59 1986 Managing Director Germany Fund,
(1991-1999), DWS Investment Inc. (since 1990)
GmbH (investment management). and the Central
European Fund
(since 1990).(5)
Member of the
Supervisory Board,
Fraport AG
(international
airport business).
Member of the
Supervisory Board,
Metro AG
(international
trading company).
Board Member,
Incepta PLC (media
and advertising).
---------------------------------------------------------------------------------------------------------------------
EXECUTIVE OFFICERS(7)
---------------------------------------------------------------------------------------------------------------------
TERM OF
OFFICE SHARES
AND OF COMMON
LENGTH STOCK
POSITION(S) OF PRINCIPAL BENEFICIALLY
WITH TIME OCCUPATION(S) OWNED AT
NAME, ADDRESS & AGE FUND SERVED DURING PAST FIVE YEARS MAY 1, 2002(3)
------------------- ----------- --------- -------------------------------------------------------- ------------------
Richard T. Hale, 57 President Year to Trustee and/or President of each of the investment None.
and Chief year companies advised by Deutsche Asset Management, Inc. or
Executive since its affiliates. Managing Director, Deutsche Asset
Officer 2001. Management Americas. Managing Director, Deutsche Bank
Securities Inc., formerly Deutsche Banc Alex Brown Inc.
Director and President, Investment Company Capital Corp.
(registered investment advisor).
Hanspeter Chief Year to President of Deutsche Bank Investment Management Inc. None.
Ackermann, 46(8) Investment year Managing Director, Deutsche Bank Securities Inc.
Officer since Managing Director and Senior International Equity
1996. Portfolio Manager, Bankers Trust Co. CIO, The Germany
Fund, Inc. and The New Germany Fund, Inc. President and
Managing Partner, Eiger Asset
Management (1993-1996), Managing
Director and CIO, SBC Brinson,
formerly SBC Portfolio Management
International Inc. (institutional
investment management) (1983-1993).
Robert R. Gambee, Chief Year to Director (since 1992), First Vice President (1987-1991) 523
60(8) Operating year and Vice President (1978-1986) of Deutsche Bank
Officer since Securities Inc. Director and Secretary, Deutsche Bank
and 1986 AG. Director, Bankers Trust Co. Secretary, Flag
Secretary Investors of Flag Investors Funds, Inc. and Deutsche
Bank Investment Management, Inc. (1997-2000).
Joseph Cheung, 44 Chief Year to Vice President (since 1996), Assistant Vice President None.
Financial year (1994-1996) and Associate (1991-1994) of Deutsche Bank
Officer since Securities Inc.
and 1997.
Treasurer
1 Unless otherwise indicated the address of all directors and officers is c/o
Deutsche Bank Securities, Inc., 345 Park Avenue, New York, New York 10154.
2 Includes The Central European Equity 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 204
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 (13 persons) owned 10,720
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.
-8-
4 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 is
the parent company of a registered broker-dealer; and Mr. Bult is an
"interested" Director because of his affiliation with U.B.S. PaineWebber
Incorporated, a registered broker-dealer; and Mr. Strenger is an
"interested" Director because of his affiliation with DWS-Deutsche
Gesellschaft fur Wertpapiersparen mbH ("DWS"), a majority-owned subsidiary
of Deutsche Bank and because of his ownership of Deutsche Bank shares.
5 The Germany Fund, Inc. and the Central European Equity 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 BT Investment Funds, BT Advisor Funds, BT Pyramid
Mutual Funds, BT Institutional Funds, BT Investment Portfolios, Cash
Management Portfolio, Treasury Money Portfolio, International Equity
Portfolio, Equity 500 Index Portfolio, Asset Management Portfolio, and
Deutsche Asset Management VIT Trust. They also serve as Directors/Trustees
of the Morgan Grenfell Investment Trust, Deutsche Investors Portfolios
Trust, Deutsche Investors Funds, Inc., Scudder Flag Investors Value Builder
Funds, Inc., Scudder Flag Investors Equity Partners Fund, Inc., Scudder
Flag Investors Communications Fund, Inc., and Deutsche Bank Alex. Brown
Cash Reserves Fund, Inc. They also serve as Directors/Trustees of RREEF
Securities Trust, an open-end investment company, and RREEF Real Estate
Fund, Inc., a closed-end investment company. 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 Dr. Tessen von Heydebreck, a managing director of Deutsche Bank, is a
member of the supervisory board of BASF AG, Mr. Voscherau's employer.
7 Each also serving as an officer of The Germany Fund, Inc. and The Central
European Equity Fund, Inc. The officers of the Fund are elected annually by
the Board of Directors at its meeting following the Annual Meeting of
Stockholders.
8 Indicates ownership of securities of Deutsche Bank either directly or
through Deutsche Bank's deferred compensation plan.
9 In December 2001, Mr. Langhammer's two adult children borrowed $1 million
from a Deutsche Bank Group company. The loan, which is secured by
collateral furnished by Mr. Langhammer, bears interest at 3-month LIBOR and
is of indefinite duration. As of May 9, 2003, the full principal remained
outstanding.
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
DOLLAR RANGE OF EQUITY FUNDS OVERSEEN BY DIRECTOR OR NOMINEE IN FAMILY OF
NAME OF DIRECTOR OR NOMINEE SECURITIES IN THE FUND(1) INVESTMENT COMPANIES(1),(2)
--------------------------- ------------------------ --------------------------------------------------
Detlef Bierbaum None. None.
John Bult $10,001 - $50,000 $50,001 - $100,000
Ambassador Richard R. Burt $1 - $10,000 $10,001 - $50,000
Fred H. Langhammer None. None.
Edward C. Schmults $10,001 - $50,000 $10,001 - $50,000
Christian H. Strenger None. $10,001 - $50,000
Eggert Voscherau None. None.
Robert H. Wadsworth $10,001 - $50,000 $50,001 - $100,000
Werner Walbrol $10,001 - $50,000 $10,001 - $50,000
(1) Valuation date is May 2, 2003.
(2) The Family of Investment Companies consists of the Fund, The New Germany
Fund, Inc. and The Central European Equity 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 an audit committee (the "Audit
Committee") composed of Messrs. Burt, Schmults, Wadsworth and Walbrol. The Audit
Committee makes recommendations to the full Board with respect to the engagement
of independent accountants and reviews with the independent accountants the plan
and results of the audit engagement and matters having a material effect upon
the Fund's financial operations. The Audit Committee met three times during the
fiscal year ended December 31, 2002. In addition, the Board has an advisory
committee (the "Advisory Committee") composed of Messrs. Burt, Schmults,
Wadsworth and Walbrol. The Advisory Committee 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 twice during the past fiscal year. The Board also has an executive
committee (the "Executive Committee") and a nominating committee (the
"Nominating Committee"). During the past fiscal year, the Nominating Committee
met once and the Executive Committee did not meet. The members of the Executive
Committee are Messrs. Strenger, Burt, Schmults, Wadsworth and Walbrol. The
Executive Committee has the authority to act for the Board on all matters
between meetings of the Board subject to any limitations under applicable state
law. The members of the Nominating Committee are Messrs. Burt, Wadsworth and
Walbrol. The Nominating Committee makes recommendations to the full Board with
respect to the selection of candidates to fill vacancies on the Board of
Directors intended to be filled by persons not affiliated with DBSI or DeAM, and
the Nominating Committee evaluates the qualifications of all
-9-
nominees for directorship pursuant to the director qualification provisions in
the Fund's bylaws. The Nominating Committee will consider suggestions from
stockholders submitted in writing to the Secretary of the Fund that comply with
the requirements for such proposals contained in the Fund's bylaws. 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).
During the past fiscal year, the Board of Directors had four regular
meetings, and each incumbent Director attended at least 75% of the aggregate
number of meetings of the Board and meetings of Board Committees on which that
Director served.
The Fund pays each of its Directors who is not an interested person of
the Fund, the Investment Adviser or the Manager an annual fee of $7,500 plus
$750 for each meeting attended. Each such Director who is also a Director of The
New Germany Fund, Inc. or The Central European Equity 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
Germany 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 204 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 Securities and Exchange Commission
(the "SEC"). The following table sets forth (a) the aggregate compensation from
the Fund for the fiscal year ended December 31, 2002, and (b) the total
compensation from the Fund Complex that includes the Fund for the fiscal year
ended December 31, 2002 and for such other funds whose fiscal year ended October
31, 2002, 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
------------------- ---------------------- ------------------
Richard R. Burt $15,000 $153,000
Edward C. Schmults 13,500 26,250
Robert H. Wadsworth 10,750 156,000
Werner Walbrol 15,000 29,250
Total $54,250 $364,500
======= ========
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 ACCOUNTANTS
The Audit Committee has approved PricewaterhouseCoopers LLP (the "Firm"
or "PwC") as independent accountants for the Fund for the fiscal year ending
December 31, 2003. 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 accountants for that fiscal year.
Based principally on representations from the Firm, the Fund knows of no direct
financial or
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material indirect financial interest of such Firm in the Fund. That Firm, or a
predecessor firm, has served as the independent accountants for the Fund since
inception.
Neither our charter nor bylaws requires that the stockholders ratify
the appointment of PwC as our independent accountants. We are doing so because
we believe it is a matter of good corporate practice. If the stockholders do not
ratify the appointment, the Board of Directors and the Audit Committee will
reconsider whether or not to retain PwC, but may retain such independent
accountants. Even if the appointment is ratified, the Board of Directors and the
Audit Committee 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 Board of Directors of PwC as independent
accountants for the Fund for the fiscal year ending December 31, 2003. For
purposes of Proposal 2, abstentions will have no effect on the result of the
vote.
INFORMATION WITH RESPECT TO THE FUND'S INDEPENDENT ACCOUNTANTS
AUDIT FEES
The aggregate fees billed by PwC for professional services rendered for
the Audit of the Fund's annual financial statements for the fiscal year ended
December 31, 2002 were $47,500.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
PwC did not render any information technology services to the Fund
during the fiscal year ended December 31, 2002.
ALL OTHER FEES
The aggregate fees billed by PwC for tax services rendered to the Fund,
other than the services described above under "Audit Fees" for the fiscal year
ended December 31, 2002, were $12,000. The aggregate fees billed by PwC for
audit and other services to registered investment companies advised or managed
by companies within the Deutsche Bank group for the fiscal year ended December
31, 2002 were $5,145,790. In addition, the aggregate fees billed by PwC for
services rendered to the U.S. asset management business within the Deutsche Bank
group, including DBSI, for the fiscal year ended December 31, 2002 were
approximately $6,574,025.
AUDIT COMMITTEE REPORT
The role of the Audit Committee is to assist the Board (i) in its
oversight of the Fund's accounting and financial reporting principles and
related controls, (ii) in its oversight of the Fund's financial statements and
the independent audit thereof, (iii) in selecting, evaluating and replacing (if
appropriate) the outside accountants and (iv) in evaluating the independence of
the outside accountants. The Board of Directors has determined that all members
of the Audit Committee are "independent", as required by applicable listing
standards of the New York Stock Exchange. The Audit Committee operates pursuant
to an Audit Committee Charter that was last amended and restated by the Board on
April 20, 2001, 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
is responsible for the preparation, presentation and integrity of the Fund's
financial statements, the Fund's accounting and financial reporting principles,
and internal controls designed to assure compliance with accounting standards
and applicable laws and regulations. The independent accountants are responsible
for auditing the Fund's financial statements and expressing an opinion as to
their conformity with generally accepted accounting principles.
In the performance of its oversight function, the Audit Committee has
considered and discussed the audited financial statements with management and
the independent accountants. The Audit Committee has also discussed
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with the independent accountants the matters required to be discussed by
Statement on Auditing Standards No. 61, Communication with Audit Committees, as
currently modified or supplemented. Finally, the Audit Committee has received
the written disclosures and the letter from the independent accountants required
by Independence Standards Board Standard No. 1, Independence Discussions with
Audit Committees, as currently in effect, has discussed with the independent
accountants the accountants' independence from the Fund and its management, and
has considered whether the provision of non-audit services to the Fund's
investment manager and adviser and their affiliated persons by the independent
accountants is compatible with maintaining the independent accountants'
independence.
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. Furthermore, the Audit
Committee's considerations and discussions referred to above do not assure that
the audit of the Fund's financial statements has been carried out in accordance
with generally accepted auditing standards, that the financial statements are
presented in accordance with generally accepted accounting principles or that
the Fund's independent accountants 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 that the audited financial statements be included in the Fund's
Annual Report for the fiscal year ended December 31, 2002.
Submitted by the Audit Committee
of the Fund's Board of Directors
Ambassador Richard R. Burt
Edward C. Schmults
Robert H. Wadsworth
Werner Walbrol
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of May 9, 2003 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
During the fiscal year ended December 31, 2002, the Fund filed on a
timely basis Forms 4 (Statement of Changes of Beneficial Ownership of
Securities) for all Directors and Officers.
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.
-12-
STOCKHOLDER PROPOSALS
In order for stockholder proposals otherwise satisfying the eligibility
requirements of Securities Exchange Commission Rule 14a-8 to be considered for
inclusion in the Fund's proxy statement for the 2004 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 14, 2004.
In addition, the Fund's Bylaws currently provide that if a stockholder
desires to bring business (including director nominations) before the 2004
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 Bylaws must be delivered to the Fund's Secretary, at the
principal executive offices of the Fund, between January 14, 2004 and February
13, 2004. For additional requirements, the stockholder may refer to the Bylaws,
a current copy of which may be obtained without charge upon request from the
Fund's Secretary. If the Fund does not receive timely notice pursuant to the
Bylaws, the proposal may be excluded from consideration at the meeting,
regardless, of any earlier notice provided in accordance with Securities
Exchange Commission Rule 14a-8.
EXPENSES OF PROXY SOLICITATION
The cost of preparing, assembling and mailing material in connection
with this solicitation will be borne by the Fund. In addition to the use of
mails, proxies may be solicited personally by regular employees of the Fund or
the Manager or by telephone or telegraph. Brokerage houses, banks and other
fiduciaries may be requested to forward proxy solicitation materials to their
principals to obtain authorization for the execution of proxies, and they will
be reimbursed by the Fund for out-of-pocket expenses incurred in this
connection. The Fund has also made arrangements with Morrow & Co., Inc. to
assist in the solicitation of proxies, if called upon by the Fund, at an
estimated fee of $6,000 plus reimbursement of normal expenses.
ANNUAL REPORT DELIVERY
The Fund will furnish, without charge, a copy of its annual report for
the fiscal year ended December 31, 2002 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.
Robert R. Gambee
Chief Operating Officer
and Secretary
Dated: May 13, 2003
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.
-13-
EXHIBIT A
THE GERMANY FUND, INC.
(THE "COMPANY")
AUDIT COMMITTEE CHARTER
I. Composition of the Audit Committee: The Audit Committee comprises at least
three directors, each of whom shall have no relationship to the Company,
its investment manager, its investment adviser or its custodian (including
sub-custodians) that may interfere with the exercise of his or her
independence from management and the Company and, as to his or her
relationship to the Company, shall otherwise satisfy the applicable
membership requirements under the rules of the New York Stock Exchange,
Inc., as such requirements are interpreted by the Board of Directors in
its business judgment. Copies of the relevant requirements are attached
hereto.
II. Purposes of the Audit Committee: The purposes of the Audit Committee are
to assist the Board of Directors:
1. in its oversight of the Company's accounting and financial reporting
principles and policies and related controls and procedures
maintained by or on behalf of the Company;
2. in its oversight of the Company's financial statements and the
independent audit thereof;
3. in selecting, evaluating and, where deemed appropriate, replacing the
outside auditors (or nominating the outside auditors to be proposed
for stockholder approval in the proxy statement); and
4. in evaluating the independence of the outside auditors.
The function of the Audit Committee is oversight. The management of the
Company, including the service providers so contractually obligated, are
responsible for the preparation, presentation and integrity of the
Company's financial statements. Management and applicable service
providers are responsible for maintaining appropriate accounting and
financial reporting principles and policies and related controls and
procedures designed to assure compliance with accounting standards and
applicable laws and regulations. The outside auditors are responsible for
planning and carrying out a proper audit of the Company's annual financial
statements. In fulfilling their responsibilities hereunder, it is
recognized that members of the Audit Committee are not full-time employees
of the Company and are not, and do not represent themselves to be,
accountants or auditors by profession or experts in the fields of
accounting or auditing, including in respect of auditor independence. As
such, it is not the duty or responsibility of the Audit Committee or its
members to conduct "field work" or other types of auditing or accounting
reviews or procedures or to set auditor independence standards, and each
member of the Audit Committee shall be entitled to rely on (i) the
integrity of those persons and organizations within and outside the
Company from which it receives information, (ii) the accuracy of the
financial and other information provided to the Audit Committee by such
persons or organizations absent actual knowledge to the contrary (which
shall be promptly reported to the Board of Directors), and (iii)
representations made by management as to any information technology,
internal audit and other non-audit services provided by the auditors to
the Company, to the Company's investment manager, investment adviser or
any entity controlling, controlled by or under common control with the
investment manager or investment adviser ("Manager/Adviser Control
Affiliate"), or to the Company's custodian (including sub-custodians).
The outside auditors for the Company are ultimately accountable to the
Board of Directors (as assisted by the Audit Committee). The Board of
Directors, with the assistance of the Audit Committee, has the ultimate
authority and responsibility to select, evaluate and, where appropriate,
replace the outside auditors (or to nominate the outside auditors to be
proposed for stockholder approval in the proxy statement).
The outside auditors shall submit to the Company annually a formal written
statement delineating all relationships between the outside auditors and
the Company ("Statement as to Independence"), addressing each non-audit
service provided to the Company and at least the matters set forth in
Independence Standards Board No. 1.
A-1
The outside auditors shall submit to the Company annually a formal written
statement of the fees billed for each of the following categories of
services rendered by the outside auditors: (i) the audit of the Company's
annual financial statements for the most recent fiscal year; (ii)
information technology consulting services for the most recent fiscal
year, in the aggregate and by each service (and separately identifying
fees for such services relating to financial information systems design
and implementation); and (iii) all other services rendered by the outside
auditors for the most recent fiscal year, in the aggregate and by each
service. The statement as to (ii) and (iii) should include (and separately
disclose) fees billed for the indicated services to (a) the Company, (b)
the Company's investment manager, investment adviser and Manager/Adviser
Control Affiliates that provide services to the Company, (c)
Manager/Adviser Control Affiliates that do not provide services to the
Company, and (d) the custodian (including sub-custodians).
III. Meetings of the Audit Committee: The Audit Committee shall meet as often
as may be required to discuss the matters set forth in Article IV. In
addition, the Audit Committee should meet separately at least annually
with management and the outside auditors to discuss any matters that the
Audit Committee or any of these persons or firms believe should be
discussed privately. The Audit Committee may request any officer or
employee of the Company or any service provider, outside counsel to the
Company or the independent directors or the Company's outside auditors to
attend a meeting of the Audit Committee or to meet with any members of, or
consultants to, the Audit Committee. Members of the Audit Committee may
participate in a meeting of the Audit Committee by means of conference
call or similar communications equipment by means of which all persons
participating in the meeting can hear each other.
IV. Duties and Powers of the Audit Committee: To carry out its purposes, the
Audit Committee shall have the following duties and powers:
1. with respect to the outside auditor,
(i) to provide advice to the Board of Directors in selecting,
evaluating or replacing outside auditors;
(ii) to review the fees charged by the outside auditors for audit and
non-audit services;
(iii) to ensure that the outside auditors prepare and deliver annually
a Statement as to Independence (it being understood that the
outside auditors are responsible for the accuracy and
completeness of this Statement), to discuss with the outside
auditors any relationships or services disclosed in this
Statement that may impact the objectivity and independence of
the Company's outside auditors and to recommend that the Board
of Directors take appropriate action in response to this
Statement to satisfy itself of the outside auditors'
independence;
(iv) if applicable, to consider whether the outside auditors'
provision of (a) information technology consulting services
relating to financial information systems design and
implementation and (b) other non-audit services to the Company,
the Company's investment manager, investment adviser or
Manager/Adviser Control Affiliates or the custodian (including
sub-custodians) is compatible with maintaining the independence
of the outside auditors; and
(v) to instruct the outside auditors that the outside auditors are
ultimately accountable to the Board of Directors and Audit
Committee;
2. with respect to financial reporting principles and policies and related
controls and procedures,
(i) to advise management and the outside auditors that they are
expected to provide or cause to be provided to the Audit
Committee a timely analysis of significant financial reporting
issues and practices;
(ii) to consider any reports or communications (and management's
responses thereto) submitted to the Audit Committee by the
outside auditors required by or referred to in SAS 61 (as
codified by AU Section 380), as may be modified or supplemented,
including reports and communications related to:
o deficiencies noted in the audit in the design or operation
of related controls;
o consideration of fraud in a financial statement audit;
A-2
o detection of illegal acts;
o the outside auditor's responsibility under generally
accepted auditing standards;
o significant accounting policies;
o management judgments and accounting estimates;
o adjustments arising from the audit;
o the responsibility of the outside auditor for other
information in documents containing audited financial
statements;
o disagreements with management;
o consultation by management with other accountants;
o major issues discussed with management prior to retention of
the outside auditor;
o difficulties encountered with management in performing the
audit; and
o the outside auditor's judgments about the quality of the
entity's accounting principles;
(iii) to meet with management and/or the outside auditors:
o to discuss the scope of the annual audit;
o to discuss the audited financial statements;
o to discuss any significant matters arising from any audit or
report or communication referred to in item 2(ii) above,
whether raised by management or the outside auditors,
relating to the Company's financial statements;
o to review the form of opinion the outside auditors propose
to render to the Board of Directors and stockholders;
o to discuss allocations of expenses between the Company and
other entities;
o to discuss the Company's compliance with Subchapter M of the
Internal Revenue Code of 1986, as amended;
o to discuss with management and the outside auditors their
respective procedures to assess the representativeness of
securities prices provided by external pricing services;
o to discuss with outside auditors their conclusions as to the
reasonableness of procedures employed to determine the fair
value of securities for which readily available market
quotations are not available, management's adherence to such
procedures and the adequacy of supporting documentation;
o to discuss significant changes to the Company's auditing and
accounting principles, policies, controls, procedures and
practices proposed or contemplated by the outside auditors
or management; and
o to inquire about significant risks and exposures, if any,
and the steps taken to monitor and minimize such risks; and
(iv) to discuss with the Company's legal advisors any significant
legal matters that may have a material effect on the financial
statements; and
3. with respect to reporting, recommendations and other matters,
(i) to provide advice to the Board of Directors in selecting the
principal accounting officer of the Company;
(ii) to prepare any report or other disclosures, including any
recommendation of the Audit Committee, required by the rules of
the Securities and Exchange Commission to be included in the
Company's annual proxy statement;
A-3
(iii) to review this Charter at least annually and recommend any
changes to the full Board of Directors; and
(iv) to report its activities to the full Board of Directors on a
regular basis and to make such recommendations with respect to
the above and other matters as the Audit Committee may deem
necessary or appropriate.
V. Resources and Authority of the Audit Committee: The Audit Committee shall
have the resources and authority appropriate to discharge its
responsibilities, including the authority to engage outside auditors for
special audits, reviews and other procedures and to retain special counsel
and other experts or consultants.
A-4
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 Richard T. Hale, Robert R. Gambee and
Joseph Cheung, or any of them, as proxies for the undersigned, with full power
of substitution in each of them, to attend the Annual Meeting of the
Stockholders of the Fund to be held at 3:30 P.M., New York time, on June 24,
2003 at the offices of Deutsche Bank Securities Inc., 31 West 52nd Street, Fifth
Floor Auditorium, New York, New York 10019, 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 for WITHHOLD AUTHORITY FOR all nominees except as marked
director listed below. as to all listed 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.)
Fred H. Langhammer
Christian H. Strenger
Eggert Voscherau
Werner Walbrol
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSAL 2
2. To ratify the appointment by the Board of Directors of
PricewaterhouseCoopers LLP as independent accountants for the fiscal year
ending December 31, 2003
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: __________, 2003
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