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 (Amendment No. _________)
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2)).
[ ] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material under Rule 14a-12.
THE NEW GERMANY FUND, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Names 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)(4) 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 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:
---------------------------------------------------------------------
<PAGE>
THE NEW GERMANY FUND, INC.
31 West 52nd Street
New York, New York 10019
------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
June 30, 2000
------------------
To our Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of The New
Germany Fund, Inc., a Maryland corporation (the "Fund"), will be held at 3:00
P.M., New York time, on June 30, 2000 at the offices of Deutsche Bank Securities
Inc., 31 West 52nd Street, 5th Floor, New York, New York for the following
purposes:
1. To elect three Directors, each to hold office for a term of three years
and until their successors are duly 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, 2000.
3. To transact such other business as may properly come before the
meeting.
Only holders of record of Common Stock at the close of business on May 10,
2000 are entitled to notice of and to vote at this meeting or any adjournment
thereof.
If you have any questions or need further information, please contact
Morrow & Co., Inc., the Fund's proxy solicitors, at 909 Third Avenue, New York,
New York 10022, or 1-800-662-5200.
By Order of the Board of Directors
Robert R. Gambee
Chief Operating Officer
and Secretary
Dated: May 12, 2000
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN THE ENCLOSED PROXY
AND PROMPTLY RETURN IT TO THE FUND. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO
THE FUND OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN MAILING IN YOUR
PROXY PROMPTLY.
<PAGE>
THE NEW GERMANY FUND, INC.
31 West 52nd Street
New York, New York 10019
Annual Meeting of Stockholders
June 30, 2000
------------------
PROXY STATEMENT
------------------
This proxy statement is furnished by the Board of Directors of The New
Germany Fund, Inc., a Maryland corporation (the "Fund"), in connection with the
solicitation of proxies for use at the Annual Meeting of Stockholders (the
"Meeting") to be held at 3:00 P.M., New York time, on June 30, 2000 at the
offices of Deutsche Bank Securities Inc., 31 West 52nd Street, 5th Floor, New
York, New York. The purpose of the Meeting and the matters to be considered are
set forth in the accompanying Notice of Annual Meeting of Stockholders.
If the accompanying form of Proxy is executed properly and returned,
shares represented by it will be voted at the Meeting in accordance with the
instructions on the Proxy. However, if no instructions are specified, shares
will be voted FOR the election of Directors and FOR the ratification of the
appointment of independent accountants. A Proxy may be revoked at any time prior
to the time it is voted by written notice to the Secretary of the Fund or a
subsequently executed proxy or by attendance at the Meeting and voting in
person.
The close of business on May 10, 2000 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 27,869,998 shares of Common Stock
outstanding and entitled to vote. Each share will be entitled to one vote on
each matter that comes before the Meeting. It is expected that the Notice of
Annual Meeting, Proxy Statement and form of Proxy will first be mailed to
stockholders on or about May 12, 2000.
The Board of Directors of the Fund has nominated three Directors for
election at the Meeting (Proposal 1) and approved the appointment of
PricewaterhouseCoopers LLP as independent accountants to the Fund for the fiscal
year ending December 31, 2000, for ratification by the stockholders at the
Meeting (Proposal 2).
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. Abstentions will be counted
for purposes of determining whether a quorum has been established, but will have
no effect on the election of directors (Proposal 1) or the consideration of the
approval of the appointment of PricewaterhouseCoopers LLP as independent
accountants for the Fund (Proposal 2).
<PAGE>
PROPOSAL 1: ELECTION OF DIRECTORS
The Fund's charter (the "Charter") provides that the Board of Directors be
divided into three classes of Directors serving staggered three-year terms. The
term of office for Directors in Class III expires at the 2000 Annual Meeting,
Class I at the next succeeding Annual Meeting and Class II at the following
succeeding Annual Meeting. Three Class III 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. Each of the nominees is currently a
member of the Board of Directors.
Information Regarding Directors and Officers
The following table shows certain information about the Directors,
including beneficial ownership of Common Stock of the Fund. Each has served as a
Director of the Fund since the Fund's inception in 1990, except for Mr.
Wadsworth, Dr. Hopp, Mr. Matz, and Mr. Zuhlsdorff, who were elected to the Board
on June 19, 1992, June 18, 1993, June 29, 1995 and June 20, 1997, respectively.
The following Directors have been nominated for election at the 2000
Annual Meeting:
<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned,
Directly or Indirectly,
Name Age Position with Fund Principal Occupations During Past Five Years at May 10, 2000(1)
---- --- ------------------ -------------------------------------------- -----------------------
<S> <C> <C> <C> <C>
Dr. Franz 57 Director Member of the Board of Management of --
Wilhelm Hopp ERGO Versicherungsgruppe AG,
Class III VICTORIA Lebensversicherung AG and
VICTORIA Versicherung AG, VICTORIA
International AG, VICTORIA Ruck AG,
D.A.S. Versicherungs-AG, Chairman of the
Supervisory Board of VORSORGE
Lebensversicherung AG. Chairman of the
Supervisory Board of VICTORIA
Kapitalanlagegesellschaft mbH. Member of
the Supervisory Board of Bankhaus
Ellwanger &Geiger, Former Member of the
Board of Management of VICTORIA Holding
AG, Chairman of the Board of Management
of Wurttembergische Lebensversicherung
AG, Member of the
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned,
Directly or Indirectly,
Name Age Position with Fund Principal Occupations During Past Five Years at May 10, 2000(1)
---- --- ------------------ -------------------------------------------- -----------------------
<S> <C> <C> <C> <C>
Dr. Hopp (continued) Board of Management of
Wurttembergische AG Versicherungs-
Beteiligungsgesellschaft,
Wurttembergische Versicherung AG
(1990-1995), Deputy Chairman of the
Supervisory Board of Leonberger
Bausparkasse AG.
Ernst-Ulrich Matz 66 Director Chief Financial Officer and member of --
Class III the Board of Directors of IWKA
Aktiengesellschaft. (until 2000). Member
of the Board of Directors of KUKA Welding
Systems + Robot Corp. Member of the
Supervisory Boards of Bopp & Reuther AG,
Ex Cell-O Holding AG. Member of the
District Advisory Board of
Gerling-Konzern. Chairman of the Rumanian
Group in the German East-West Trade
Committee.
Dr. Frank Tromel 64 Director Deputy Chairman of the Supervisory --
Class III Board of DELTON AG (since 1999).
Chairman of the Board of Managing
Directors of DELTON AG (1990-1999).
Chairman of the Board of Managing
Directors of ALTANA AG (1987-1990).
Member of the Board of ALTANA AG
(1977-1987).
The following are Directors whose terms continue:
Richard Karl Goeltz 57 Director Vice Chairman and Chief Financial Officer 6,296
Class I of American Express Co., Group Chief
Financial Officer and Member
of the Board of Directors of
National Westminster Bank
Plc. (1992-1996).
Christian H. 56 Director Company Director of DWS Investment GmbH --
Strenger(2)(3)(4) (since 1999). Managing Director of DWS
Class I - Deutsche Gesellschaft fur Wertpapier-
sparen mbH (1991-1999). Chairman of
Deutsche Fund Management, Inc.
(1997-2000). Managing Director of
Deutsche Bank Securities Corporation
(1986-1991).
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned,
Directly or Indirectly,
Name Age Position with Fund Principal Occupations During Past Five Years at May 10, 2000(1)
---- --- ------------------ -------------------------------------------- -----------------------
<S> <C> <C> <C> <C>
John A. Bult(2)(3) 63 Director Chairman of PaineWebber International, 2,296
Class II Director of The France Growth Fund, Inc.
and The Greater China Fund, Inc.
John H. Cannon 58 Director Vice President and Treasurer of the 233
Class II Venator Group.
Robert H. 60 Director President of The Wadsworth Group, First 3,263
Wadsworth(2)(5) Fund Distributors, Inc. and Trust for
Class II Investment Managers, Vice President of
Professionally Managed Portfolios and
Advisors Series Trust.
Peter Zuhlsdorff 60 Director Managing Director of DIH-German Industrie, --
Class II Tengelmann Unternehmensgruppe,
Chairman of the Supervisory Board of TV
Loonland AG, Escada and GFK AG, Member of
the Advisory Boards of Melitta KG, Merck
KgaA, Triangle, Deutz AG, Melitta and
Diebels, Member of the District Advisory
Board of Deutsche Bank AG
</TABLE>
- -------------
(1) As of May 10, 2000, all Directors and officers as a group owned less than
1% of the outstanding Common Stock of the Fund.
(2) Indicates that Messrs. Bult, Strenger and Wadsworth each also serve as a
Director of The Germany Fund, Inc. and the Central European Equity Fund,
Inc., two other closed-end registered investment companies for which
Deutsche Bank Securities Inc. acts as manager.
(3) Indicates "interested" Director, as defined in the Investment Company Act
of 1940, as amended (the "1940 Act"). Mr. Bult is an "interested" Director
because of his affiliation with PaineWebber Incorporated, a registered
broker-dealer; and Mr. Strenger is an "interested" Director because of his
ownership of Deutsche Bank shares.
(4) Indicates that Mr. Strenger owns shares of Deutsche Bank, of which
Deutsche Asset Management International GmbH ("DeAM") and Deutsche Bank
Securities Inc. are wholly-owned subsidiaries. As of May 10, 2000, Mr.
Strenger owned less than 1% of the outstanding shares of Deutsche Bank.
(5) Indicates that Mr. Wadsworth also serves as a director of the Flag
Investors Portfolios Trust and Flag Investors Funds, Inc., both open-end
investment companies managed by the Deutsche Bank Group.
The Board of Directors presently has an Audit Committee composed of
Messrs. Cannon, Goeltz and Wadsworth. The Audit Committee makes recommendations
to the full Board with respect to the engagement of independent accountants and
reviews with the independent accountants the plan and results of the audit
engagement and matters having a material effect upon the Fund's financial
operations. The Audit Committee met three times during the fiscal year ended
December 31, 1999. In addition, the Board has an Advisory Committee composed of
Messrs. Cannon, Goeltz and Wadsworth. The Advisory Committee makes
recommendations to the full Board with respect to the Management Agreement
between the Fund and Deutsche Bank Securities Inc. and the Investment Advisory
Agreement between the Fund and DeAM. The Advisory Committee met once during the
past fiscal year. The Board has an Executive Committee composed of Messrs.
Cannon, Goeltz, Stenger and Wadsworth. The Board has a Nominating Committee
composed of Messrs. Cannon, Tromel and Wadsworth. The
4
<PAGE>
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 Deutsche Bank Securities Inc. or DeAM,
and the Nominating Committee must evaluate the qualifications of all nominees
for directorship pursuant to the director qualification provisions in the Fund's
Bylaws. The Nominating Committee will consider suggestions from stockholders
submitted in writing to the Secretary of the Fund.
During the past fiscal year, the Board of Directors had four regular
meetings and two special meetings, and each incumbent Director, with the
exception of Messrs. Hopp and Zuhlsdorff, attended at least 75% of the aggregate
number of meetings of the Board and meetings of Board Committees on which that
Director served. Each incumbent Director,with the exception of Mr. Zuhlsdorff,
attended at least 75% of the number of regular meetings of the Board.
The Fund pays each of its Directors who is not an interested person of the
Fund, the Investment Adviser or the Manager an annual fee of $7,500 plus $750
for each meeting attended. Each of the Fund, The Germany Fund, Inc. and The
Central European Equity Fund, Inc. (which three funds, together with the Flag
Funds Inc. and Ltd., and Deutsche Asset Management VIT Funds, represent the
entire Fund Complex advised by the Manager and the Investment Adviser within the
meaning of the applicable rules and regulations of the Securities and Exchange
Commission, reimburses the Directors (except for those employed by the Deutsche
Bank group) for travel expenses in connection with Board meetings. The following
table sets forth the aggregate compensation from the Fund for the fiscal year
ended December 31, 1999, and from the Fund and such other funds for the year
ended December 31, 1999, for each Director who is not an interested person of
the Fund, and for all such Directors as a group:
<TABLE>
<CAPTION>
Aggregate Compensation Total Compensation
Name of Director From Fund From Fund Complex
---------------- ---------------------- ------------------
<S> <C> <C>
John H. Cannon $15,000 $ 15,000
Richard Karl Goeltz 13,500 13,500
Dr. Franz Wilhelm Hopp 10,500 10,500
Ernst-Ulrich Matz 11,250 11,250
Dr. Frank Tromel 11,250 11,250
Robert H. Wadsworth 15,750 73,250
Peter Zuhlsdorff 9,750 9,750
------- --------
Total $87,000 $144,500
======= ========
</TABLE>
No compensation is paid by the Fund to Directors or officers who are
interested persons of the Fund, Deutsche Bank Securities Inc. or Deutsche Asset
Management International GmbH.
The officers of the Fund other than as shown above are as follows (each
also serving as an officer of The Germany Fund, Inc. and The Central European
Equity Fund, Inc.):
<TABLE>
<CAPTION>
Name Age Position with Fund Principal Occupations During Past Five Years
---- --- ------------------ --------------------------------------------
<S> <C> <C> <C>
Paul W. Higgins 54 President and Chief Managing Director and Head of Private
Executive Officer Banking Americas, Member of the
Executive Committee of Deutsche Bank
Americas, Chairman of Bankers Trust
Co. Connecticut Ltd., Bankers Trust
Florida, N.A., and Bankers Trust
International Private Banking Corp.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Name Age Position with Fund Principal Occupations During Past Five Years
---- --- ------------------ --------------------------------------------
<S> <C> <C> <C>
Hanspeter Ackermann 43 Chief Investment Officer President of Deutsche Bank Investment
Management Inc., Senior International
Equity Portfolio Manager of Bankers Trust
Co., President and Managing Partner of
Eiger Asset Management (1993-1996),
Managing Director and CIO of SBC
Portfolio Management International
(1983-1993).
Robert R. Gambee 57 Chief Operating Officer Director (since 1992), First Vice President
and Secretary (1987-1991) and Vice President (1978-
1986) of Deutsche Bank Securities, Inc.
Secretary of Flag Investors Funds, Inc.,
Deutsche Bank Investment Management, Inc.
(since 1997).
Joseph Cheung 41 Chief Financial Officer Vice President (since 1996), Assistant Vice
and Treasurer President (1994-1996) and Associate (1991-
1994) of Deutsche Bank Securities Inc.
</TABLE>
The officers of the Fund are elected annually by the Board of Directors at
its meeting following the Annual Meeting of Stockholders.
The Board unanimously recommends a vote FOR Proposal 1.
Required Vote. Provided a quorum has been established, the affirmative
vote of a plurality of the votes cast at the Meeting is required for the
election of each Director.
PROPOSAL 2: APPOINTMENT OF INDEPENDENT ACCOUNTANTS
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 appointed PricewaterhouseCoopers LLP
as independent accountants for the Fund for the fiscal year ending December 31,
2000. The ratification of the appointment of independent accountants is to be
voted upon at the Meeting and it is intended that the persons named in the
accompanying form of proxy will vote for PricewaterhouseCoopers LLP. A
representative of PricewaterhouseCoopers LLP 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
PricewaterhouseCoopers LLP as independent accountants for the Fund for the
fiscal year ending December 31, 2000.
ADDRESS OF INVESTMENT ADVISER AND MANAGER
The principal office of Deutsche Asset Management International GmbH, the
Fund's Investment Adviser, is located at Mainzer Landstrasse 16, 60325 Frankfurt
am Main, Federal Republic of Germany. The corporate office of Deutsche Bank
Securities Inc., the Fund's Manager, is located at 31 West 52nd Street, New
York, New York 10019.
6
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of May 10, 2000, 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.
<TABLE>
<CAPTION>
Name and Address Amount and Nature Percent of
of Beneficial Owner of Beneficial Ownership Outstanding Common Stock
------------------- ----------------------- -------------------------
<S> <C> <C>
Mira, L.P.(1) .............................. 4,549,400 15.8
One Chase Manhattan Plaza, 42nd Floor
New York, NY 10005
</TABLE>
- -------------
(1) This information is based exclusively on information provided by such
person on Schedule 13G filed with respect to the Fund on June 29, 1999 and
on October 5, 1999, and on Schedule 13D filed with respect to the Fund on
December 7, 1999. Such person reported that (a) as the general partner of
Mira, L.P., Zurich Capital Markets Inc. may be deemed to beneficially own
an aggregate of 4,549,400 shares of Common Stock of the Fund and (b) the
power to vote and dispose of the 4,549,400 shares of Common Stock of the
Fund held by Mira, L.P. is shared by Mira, L.P. and Zurich Capital Markets
Inc. as its general partner. To the knowledge of management, no other
Schedules 13D or 13G had been filed with respect to the Fund as of May 10,
2000.
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
came before the meeting, including any question as to an adjournment of the
Meeting, the persons named in the enclosed Proxy will vote thereon according to
their discretion.
STOCKHOLDER PROPOSALS
In order for stockholder proposals otherwise satisfying the eligibility
requirements of Securities Exchange Commission Rule 14a-8 to be considered for
inclusion in the Fund's proxy statement for the 2001 Annual Meeting, the
proposals must be received at The New Germany Fund, Inc., 31 West 52nd Street,
New York, New York, 10019, Attention: Secretary, on or before January 12, 2001.
In addition, the Fund's Bylaws currently provide that if a stockholder
desires to bring business (including director nominations) before the 2001
Annual Meeting, whether or not it is also the subject of a proposal timely
submitted for inclusion in the Fund's proxy statement, written notice of such
business as prescribed in the Bylaws must be received by the Fund's Secretary
between January 12, 2001 and February 11, 2001. 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.
7
<PAGE>
ANNUAL REPORT DELIVERY
The Fund will furnish, without charge, a copy of its annual report for the
fiscal year ended December 31, 1999 to any stockholder upon request. Such
requests should be directed by mail to The Germany Fund, Inc., 31 West 52nd
Street, New York, New York 10019 or by telephone to 1-800-GERMANY. Annual
reports are also available on the Fund's web site: www.newgermanyfund.com.
Robert R. Gambee
Chief Operating Officer
and Secretary
Dated: May 12, 2000
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.
8
<PAGE>
[GRAPHIC OF BUILDING]
<PAGE>
PROXY THE NEW GERMANY FUND, INC.
The undersigned stockholder of The New Germany Fund, Inc., a Maryland
corporation (the "Fund"), hereby appoints Robert R. Gambee and Joseph Cheung, or
either of them, as proxies for the undersigned, with full power of substitution
in each of them, to attend the Annual Meeting of the Stockholders of the Fund to
be held at 3:00 P.M., New York time, on June 30, 2000 at the offices of Deutsche
Bank Securities Inc., 31 West 52nd Street, 5th Floor, New York, New York, and
any adjournment or postponement thereof, to cast on behalf of the undersigned
all votes that the undersigned is entitled to cast at such meeting and otherwise
to represent the undersigned at the meeting with all powers possessed by the
undersigned if personally present at the meeting. The undersigned hereby
acknowledges receipt of the Notice of the Annual Meeting of Stockholders and of
the accompanying Proxy Statement and revokes any proxy heretofore given with
respect to such meeting.
The votes entitled to be cast by the undersigned will be cast as
instructed below. If this Proxy is executed but no instruction is given, the
votes entitled to be cast by the undersigned will be cast "FOR" each of the
nominees for director and "FOR" each of the other proposals as described in the
Proxy Statement and in the discretion of the Proxy holder on any other matter
that may properly come before the meeting or any adjournment or postponement
thereof.
1. [ ] FOR each of the nominees
for director listed below.
[ ] WITHHOLD AUTHORITY
as to all listed nominees.
[ ] FOR all nominees except
as marked 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. Franz Wilhelm Hopp
Ernst-Ulrich Matz
Dr. Frank Tromel
<PAGE>
2. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2000.
[ ] 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.
[ ] CHECK HERE ONLY IF YOU PLAN TO ATTEND THE MEETING IN PERSON
Please sign here exactly as name appears on the records of the Fund and
date. If the shares are held jointly, each holder should sign. When signing as
an attorney, executor, administrator, trustee, guardian, officer of a
corporation or other entity or in another representative capacity, please give
the full title under signature(s).
-------------------------------------------
Name (please print)
-------------------------------------------
Signature
-------------------------------------------
Signature, if held jointly
-------------------------------------------
Dated: , 2000
