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:
|X| Preliminary proxy statement.
|_| 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:
THE GERMANY FUND, INC.
_______ __, 2005
Dear Stockholders:
You are cordially invited to attend a Special Meeting of Stockholders
(the "Meeting") of The Germany Fund, Inc. to be held at __:__ _.M., New York
time, on __________ __, 2005 at the offices of Deutsche Asset Management, 345
Park Avenue, New York, New York. Your Board of Directors and management
look forward to greeting personally those stockholders able to attend.
Stockholders are being asked to approve a proposal to change the
investment objective of the Fund to "seeking long-term capital appreciation
primarily through investment in equity or equity-linked securities of companies
domiciled in Europe that utilize the Euro currency." These currently consist of
companies domiciled in the following 12 countries: Austria, Belgium, Finland,
France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal
and Spain. As part of the investment change, your Fund would change its name to
"The European Equity Fund, Inc." Under the proposed change, the Fund would also
be able to invest up to 20% of the volume of its net assets in securities of
issuers domiciled in European countries that do not use the Euro currency.
Further information is provided in the attached Questions and Answers and in the
proxy materials.
If the investment change is approved by stockholders at the Meeting,
your Fund will also conduct a tender offer for 20% of its outstanding shares at
95% of net asset value per share, which represents a premium over today's market
price. The tender offer would commence within two months after stockholder
approval of the investment change.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. We
urge you to complete, sign, date and mail the enclosed proxy, or vote using the
telephone number on the enclosed proxy card, as soon as possible, even if you
currently plan to attend the Meeting. If you hold your shares in a brokerage or
bank account, your broker or bank may allow you to vote your shares by telephone
or internet. Please consult the materials you receive from your broker or bank
prior to voting by telephone or internet.
Sincerely,
Julian Sluyters
President and Chief Executive Officer
THE GERMANY FUND, INC.
QUESTIONS AND ANSWERS ABOUT THE PROPOSAL AND SPECIAL MEETING
Q: What is the Proposal?
A: You are being asked to approve an expansion of your Fund's investment
objective so that it may invest at least 80% of its assets in companies of all
countries that use the Euro currency, in addition to Germany. The Fund would
also invest up to 20% of its assets in securities of issuers domiciled in
European countries that do not use the Euro currency. If stockholders approve
this change to the Fund's investment objective, it will also conduct a tender
offer.
Q: Why has the Board recommended the change to the Fund's investment objective?
A: The Board of Directors, with advice from the Fund's manager and investment
adviser, has determined that, particularly after the introduction of the Euro as
a single currency and further steps toward European integration, investment
opportunities available to the Fund should be expanded to include equities not
only of German companies, but also a geographically broader range of companies.
Q: Why has the Board of Directors approved a tender offer, and why will there
be a tender offer only if the investment objective is changed?
A: Although the Board of Directors believes that stockholders will benefit from
the change to the Fund's investment objective, the Board also recognizes that
some stockholders of the Fund may not wish to remain invested in a fund that
does not invest primarily in German companies. For this reason, the Board has
recommended a tender offer to provide additional liquidity for stockholders who
wish to sell their shares, but only if the change to the investment objective is
approved by stockholders. If the proposal is approved by stockholders, the Fund
will buy back up to 20% of the Fund's shares at a price equal to 95% of net
asset value per share as of the end of the tender period. If more than 20% of
the Fund's shares are tendered, tendering stockholders will participate pro rata
in the tender offer. Stockholder participation in the tender offer will be
voluntary on the part of stockholders.
Q: How can I vote or authorize my vote to be cast?
A: You can vote in any one of four ways:
o By sending the enclosed proxy card, signed and dated, to us in the
enclosed envelope;
o Through the Internet, if your broker or bank allows you to do so (you
should consult the materials you receive from your broker or bank);
o By telephone, using the number listed on the enclosed proxy card; or
o In person, by attending the Special Meeting discussed in the proxy
materials.
Q: What should I do now?
A: We recommend that you vote your shares FOR the proposal. We urge you to vote
as soon as possible using one of the first three methods listed above, even if
you plan to attend the Meeting, so that the Fund does not incur additional costs
to solicit proxies. Stockholders who may wish to tender their shares if the
change to the investment objective is approved do not need to do anything at
this time; further information on the tender offer, if it is to take place, will
be provided after the Special Meeting.
THE GERMANY FUND, INC.
345 PARK AVENUE
NEW YORK, NEW YORK 10154
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
___________ __, 2005
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To our Stockholders:
Notice is hereby given that a Special Meeting of Stockholders (the
"Meeting") of The Germany Fund, Inc., a Maryland corporation (the "Fund"), will
be held at __:__ _.M., New York time, on ______ __, 2005 at the offices of
Deutsche Asset Management, 345 Park Avenue, New York, New York, for the
following purposes:
1. To approve a change in the Fund's investment objective from
"seeking long-term capital appreciation through investment
primarily in equity or equity-linked securities of German
companies" to "seeking long-term capital appreciation
primarily through investment in equity or equity-linked
securities of companies domiciled in Europe that utilize the
Euro currency."
2. To transact such other business as may properly come before
the Meeting or any postponement or adjournment thereof,
including any adjournment for the purpose of soliciting
further votes in favor of the proposal.
Only holders of record of Common Stock at the close of business on
______ __, 2005 are entitled to notice of, and to vote at, this Meeting or any
postponement or adjournment thereof.
If you have any questions or need additional information, please
contact Georgeson Shareholder Communications Inc., the Fund's proxy solicitors,
at 17 State Street, New York, New York 10004, or by telephone at 1-800-221-4215.
By Order of the Board of Directors
Carole Coleman
Secretary
Dated: _____ __, 2005
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
SPECIAL MEETING OF STOCKHOLDERS
___________ __, 2005
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PROXY STATEMENT
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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
Special Meeting of Stockholders (the "Meeting") to be held at __:__ _.M., New
York time, on ______ __, 2005 at the offices of Deutsche Asset Management, 345
Park Avenue, New York, New York. The purpose of the Meeting and the
matters to be considered are set forth in the accompanying Notice of Special
Meeting of Stockholders.
If the accompanying form of Proxy is executed properly and returned,
shares represented by it will be voted at the Meeting, and any postponement or
adjournment thereof (including any adjournment for the purpose of soliciting
further votes in favor of the proposal), in accordance with the instructions on
the Proxy, but if no instructions are specified, shares will be voted FOR the
change in the Fund's investment objective (the "Proposal"). 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 and dated proxy or
by attending the Meeting and voting in person.
If a stockholder owns shares of the Fund in violation of applicable
law, including the Investment Company Act of 1940 (the "1940 Act"), the Fund may
determine that any vote attributable to such shares will not be counted, or that
such shares will not be counted for quorum purposes, or both. Under Section
12(d)(1) of the 1940 Act, the acquisition of more than 3% of the Fund's common
stock by another fund (whether registered, private or offshore) is unlawful. The
votes cast on behalf of any such fund or by any other stockholder whose holdings
are unlawful may be invalid. There is legal uncertainty about the operation of
Section 12(d)(1) and about the Fund's right under federal and state law to
invalidate votes cast by any person whose Fund shares are held in violation of
law. The Fund is prepared, if necessary, to seek judicial resolution of these
matters in any particular case.
The close of business on _____ __, 2005 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 _________ 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
Special Meeting, this Proxy Statement and the form of Proxy will first be mailed
to stockholders on or about _______ __, 2005. If you hold your shares in a
brokerage or bank account, your broker or bank may allow you to
vote your shares by telephone or internet. Please consult the materials you
receive from your broker or bank prior to voting by telephone or internet.
Approval of the change in the Fund's investment objective requires
approval of a majority of the Fund's outstanding voting securities, which is
defined in the 1940 Act as the lesser of (1) 67% of the Fund's shares present at
a meeting of its stockholders if the holders of more than 50% of the shares of
the Fund then outstanding are present in person or by proxy or (2) more than 50%
of the Fund's outstanding shares (a "Majority Vote"). The Fund intends to treat
properly executed proxies that are marked "abstain" and broker non-votes as
present for the purpose of establishing a quorum. A "broker non-vote" is deemed
to have occurred when a proxy received from a broker indicates that the broker
does not have discretionary authority to vote the shares on the matter. Because
a Majority Vote requires a proportion of shares present at the Meeting or a
proportion of shares outstanding, abstentions and broker non-votes will have the
effect of votes "against" the Proposal.
INTRODUCTION
The Board of Directors of the Fund has considered and voted to approve
certain matters that, subject to stockholder approval, would change the
investment objective of the Fund to seeking long-term capital appreciation
primarily through investment in equity or equity-linked securities of companies
domiciled in countries in Europe (as defined herein) that utilize the Euro
currency.
The proposed changes, together with related modifications to the
investment policies of the Fund, which are set forth in Appendix A to this Proxy
Statement under "Investment Objective and Policies," are referred to as the
"Proposed Investment Strategy". The Board of Directors has also approved a
change in the name of the Fund to "The European Equity Fund, Inc.", to become
effective only if the change of investment objective is approved by
stockholders. The Fund's New York Stock Exchange trading symbol would be changed
to "___".
The proposed changes to the Fund's investment objective are based upon
the determination by the Board of Directors, with advice of Deutsche Investment
Management Americas, Inc., the Fund's manager (the "Manager") and Deutsche Asset
Management International GmbH, the Fund's investment adviser (the "Investment
Adviser"), that particularly after the introduction of the Euro as single
currency and further steps toward European integration, investment opportunities
in large capitalization German equities should be expanded to a geographically
broader range of large capitalization companies. The Board believes that the
economies and securities markets of the countries utilizing the Euro currency
now have sufficient similarities and linkages to justify this expanded
investment focus. Utilizing the Euro currency countries exposes the Fund to no
other currency risks different from those which it currently experiences through
investment in issuers domiciled in Germany, which is one of the countries
utilizing the Euro.
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If stockholders approve the Proposal, the Fund intends to conduct a
tender offer for 20% of its outstanding shares at a price of 95% of net asset
value per share as at the end of the tender period, subject to applicable rules
of the Securities and Exchange Commission ("SEC"). This price represents a
premium over today's market price. The tender offer would be commenced within
two months after stockholder approval of the Proposal. If stockholders do not
approve the Proposal, the Fund will not be committed to conduct the tender
offer.
Set forth below is a summary of the Proposal:
CHANGE OF THE FUND'S INVESTMENT OBJECTIVE. The current investment
objective of the Fund is "to seek long-term capital appreciation
primarily through investment in equity or equity-linked securities of
German companies." The proposed new investment objective would be "to
seek long-term capital appreciation primarily through investment in
equity or equity-linked securities of issuers domiciled in countries in
Europe that utilize the Euro currency."
TENDER OFFER FOR 20% OF SHARES. If the Proposal is approved by
stockholders, the Fund intends to conduct a tender offer for 20% of its
outstanding shares at 95% of net asset value per share as at the end of
the tender period, representing a premium over today's market price.
All references in this Proxy Statement to "(euro)" or "Euro" are to the
Euro currency and to "$" are to U.S. Dollars.
PROPOSAL: TO APPROVE A CHANGE IN THE FUND'S INVESTMENT
OBJECTIVE
CURRENT INVESTMENT OBJECTIVE AND POLICIES. The Fund's current
investment objective is to seek long-term capital appreciation through
investment primarily in equity or equity-linked securities of German companies.
This objective is a fundamental policy that may not be changed without a
Majority Vote of the stockholders of the Fund. As a matter of fundamental
policy, under normal circumstances, at least 65% of the Fund's total assets must
be invested in equity securities of issuers domiciled in Germany. The Fund also
has a non-fundamental policy that under normal circumstances at least 80% of the
value of its net assets (plus 80% of any borrowing made for investment purposes)
must be invested in securities of issuers domiciled in Germany. The Fund may
also invest up to 20% of the value of its total assets in Euro-denominated fixed
income securities of German issuers.
PROPOSED INVESTMENT OBJECTIVE AND POLICIES. The Manager and the
Investment Advisor have recommended, and the Board has approved and authorized
for submission to stockholders, that the Fund's current investment objective be
changed to the following objective:
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"To seek long-term capital appreciation through investment primarily in
equity or equity-linked securities of issuers domiciled in countries in
Europe that utilize the Euro currency."
No assurance can be given that the Fund will be able to achieve its
objective. If this proposed investment objective is adopted, the Fund will, as a
matter of fundamental policy, invest under normal market conditions at least 80%
of the value of its net assets in the equity and equity-linked securities of
issuers domiciled in countries in Europe that utilize the Euro currency (plus
80% of any assets funded with leverage, although the Fund does not borrow
money).
The following 12 European countries currently utilize the Euro
currency: Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy,
Luxembourg, the Netherlands, Portugal and Spain. Any issuers domiciled in a
European country that adopts the Euro currency in the future will be eligible
for investment by the Fund as part of its 80% fundamental policy. Any issuers
domiciled in a European country that ceases utilizing the Euro will become
ineligible under this fundamental policy.
In connection with the Proposed Investment Strategy, the Board of
Directors expects to use a European equity index against which to benchmark the
Fund's investment performance. The Board's current expectation is to use the
MSCI-EMU index, which is an unmanaged capitalization-weighted index that as of
June 30, 2005 comprised 319 stocks of companies domiciled in the 12 countries
utilizing the Euro currency. Of these stocks, as of June 30, 2005, 112 were
considered to be large capitalization (i.e., have a market capitalization
greater than (euro) 5 billion), representing 83.6% of the market capitalization
of the index. Although not a fundamental policy, the Fund has in the past
generally emphasized large capitalization stocks. If the Proposed Investment
Strategy is adopted, the Fund will be able to invest in an expanded universe of
equities, including in mid-cap and small-cap stocks.
At June 30, 2005, issuers domiciled in the 12 Euro currency countries
represented the following percentages of the MSCI-EMU index by market
capitalization:
PERCENTAGE PERCENTAGE PERCENTAGE
OF OF OF
COUNTRY INDEX COUNTRY INDEX COUNTRY INDEX
------- ----- ------- ----- ------- -----
Austria 1.29% Germany 19.97% Luxembourg -
Belgium 3.90% Greece 1.70% The Netherlands 14.36%
Finland 4.48% Ireland 2.38% Portugal 0.85%
France 27.97% Italy 11.57% Spain 11.55%
Under the Proposed Investment Strategy, the Fund may invest up to 20%
of the value of its net assets in securities of issuers domiciled in countries
of Europe that do not use the Euro currency. The countries comprising "Europe"
are listed in
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Appendix A. Any future country or countries (or other political entity) formed
by combination or division of the countries comprising Europe shall also be
deemed to be included within the term "Europe". Other non-fundamental investment
policies of the Fund that have been approved by the Board, effective upon
implementation of the Proposed Investment Strategy, are described in Appendix A
under "Investment Objective and Policies".
There will be no prescribed limit on geographic asset distribution
within Europe and, from time to time, a significant portion of the Fund's assets
may be invested in companies domiciled in as few as three countries.
The Board of Directors has adopted a non-fundamental policy that for
the time being the Fund will not invest more than 15% of its total assets in any
one issuer.
See "Investment Objective and Policies" in Appendix A for a description
of the investment policies of the Fund as amended to take account of the
Proposed Investment Strategy and related changes to its investment policies.
EFFECT OF ADOPTION OF THE PROPOSAL. The Fund has not previously been
permitted under normal market conditions to invest less than 80% of the value of
its net assets in equity and equity-linked securities of German companies. Upon
the adoption of the Proposal by the stockholders, the Fund will be permitted to
invest all of its assets outside Germany, subject to the requirement that under
normal circumstances at least 80% of the value of its net assets must be
invested in European countries that utilize the Euro currency.
TENDER OFFER. If the Proposal is approved, the Fund intends to conduct
a tender offer to repurchase up to 20% of its outstanding shares. The tender
offer price will be 95% of net asset value per share as at the end of the tender
period, subject to applicable SEC rules. At [July 22, 2005], 95% of net asset
value per share represented a premium to the closing market price that day
(which was equivalent to [88.44%] of net asset value). The purpose of the tender
offer is to create some additional market liquidity for stockholders who do not
wish to own shares in a European-oriented fund and instead wish to sell their
shares. The tender offer will increase somewhat the Fund's net asset value per
share, but will also increase somewhat its expense ratio. A repurchase of 20% of
the Fund's shares at 95% of net asset value per share would increase the net
asset value per share by 1.25%. Conversely, if the Fund's average net assets
were 20% lower in 2004, its expense ratio would have been 1.65% instead of
1.58%.
Participation in the tender offer by stockholders will be voluntary on
their part. If 20% or less of the Fund's shares are tendered, the Fund will
purchase all tendered shares. If more than 20% of the Fund's shares are
tendered, tendering stockholders will be allowed to participate pro rata in
proportion to the amounts they have tendered, subject to the limited exceptions
permitted by the SEC rules.
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The Fund expects to conduct the tender offer within two months after
approval of the Proposal. If the Proposal is not approved, the Fund will not be
committed to conduct the tender offer.
TRANSITION. If stockholders approve the Proposal, the Fund anticipates
that its transition to European-oriented investing will be completed within
[three] months.
RECOMMENDATION. The Board unanimously recommends a vote FOR the
Proposal.
REQUIRED VOTE. A Majority Vote of the Fund's stockholders entitled to
vote is required to approve the amendment to the Fund's investment objective.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of ________ __, 2005 no person, to the knowledge of management,
owned of record or beneficially more than 5% of the outstanding Common Stock of
the Fund, other than as set forth below:
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT OF OUTSTANDING
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP COMMON STOCK
------------------- -------------------- ----------------------
Wachovia Corp.(1) 986,130 6.15%
One Wachovia Center
Charlotte, NC 28288-0137
(1) This information is based exclusively on information provided by such
entity on Schedule 13G filed with respect to the Fund on February 14, 2005.
The percentage of shares of Common Stock of the Fund beneficially owned
by the Fund's Board of Directors as of _________ __, 2005, in the aggregate, did
not exceed 1% of the total number of shares of the Fund outstanding, and none of
the executive officers of the Fund held any Fund shares as of that date.
Directors who are German residents would be subject to adverse German tax
consequences if they owned shares of a fund organized outside of Germany, such
as the Fund, that is not subject to German regulation or tax reporting. Holdings
of individual directors as of _________ __, 2005 were as follows.
SHARES OF COMMON STOCK
BENEFICIALLY OWNED AT
DIRECTOR _______ __, 2005
-------- -----------------------
Werner Walbrol
John H. Cannon
Ambassador Richard R. Burt
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SHARES OF COMMON STOCK
BENEFICIALLY OWNED AT
DIRECTOR _______ __, 2005
-------- -----------------------
Robert H. Wadsworth
John Bult
The mailing address of all directors and officers with respect to Fund
operations is c/o Deutsche Investment Management Americas, Inc., 345 Park
Avenue, NYC20-2799, New York, New York 10154.
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 Investment Management Americas Inc., the Fund's manager, is located at
345 Park Avenue, New York, New York 10154.
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.
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 2006 Annual Meeting, the proposals must be received at
The Germany Fund, Inc., c/o Deutsche Asset Management, 345 Park Avenue,
NYC20-2799, New York, New York 10154, Attention: Secretary, on or before January
18, 2006.
In addition, the Fund's Bylaws currently provide that if a stockholder
desires to bring business (including director nominations) before the 2006
Annual Meeting (whether or not such business is 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 18, 2006 and
February 17, 2006. For additional requirements, the stockholder should 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
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notice pursuant to the Bylaws, 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 the Fund
will reimburse them for such out-of-pocket expenses. It is anticipated that the
cost of such supplementary solicitation, if any, will be nominal. The Fund has
also made arrangements with Georgeson Shareholder Communications Inc. to assist
in the solicitation of proxies, if called upon by the Fund, at an estimated fee
not to exceed $_______, 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, 2004 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,
NYC20-2799, 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.
Carole Coleman
Secretary
Dated: _______ __, 2005
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON AND WHO WISH TO
HAVE THEIR SHARES VOTED ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED
PROXY AND RETURN IT PROMPTLY TO THE FUND.
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