SCHEDULE 13D
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
February 23, 2005
1. NAME OF REPORTING PERSON
Phillip Goldstein
2. CHECK THE BOX IF MEMBER OF A GROUP a[]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________
7. SOLE VOTING POWER
685,364
8. SHARED VOTING POWER
30,344
9. SOLE DISPOSITIVE POWER
2,134,496_______________________________________________________
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
2,134,496
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES []
________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
8.36%
14. TYPE OF REPORTING PERSON
IA
________________________________________________________________
This statement constitutes amendment No.3 to the Schedule 13D
filed on October 20, 2004. Except as specifically set forth
herein, the Schedule 13D remains unmodified.
Item 4 is amended as follows:
ITEM 4. PURPOSE OF TRANSACTION
The reporting person has submitted the letter in Exhibit A to the
issuer and its Board of Directors.
Item 7 is amended as follows:
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A. Letter to Issuer and Board of Directors.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: 2/24/05
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
Exhibit A.
Opportunity Partners L.P., 60 Heritage Drive, Pleasantville, NY
10570
(914) 747-5262 // Fax: (914) 747-5258//oplp@optonline.net
February 23, 2005
Bruce A. Rosenblum, Corporate Secretary
The Board of Directors
The New Germany Fund, Inc.
345 Park Avenue
New York, NY 10154
Dear Mr. Rosenblum and Board Members:
In our previous letter, we made a good faith effort to comply
with the advance notice provision of The New Germany Fund's
bylaws with respect to (1) our proposed nominees to the board and
(2) a proposal that shareholders of the Fund be afforded an
opportunity to realize net asset value for their shares as soon
as practicable. We also asked you to specify any perceived
deficiencies in our notice. In your letter of February 17, 2005,
you did not specify any perceived deficiencies but stated that
because our nominees did not qualify under the Fund's
qualifications bylaw (which we believe is illegal), "it would not
be worthwhile to expend the Fund's resources pointing out other
failures to comply with the by-law requirements."
Litigation over our compliance with the Fund's advance notice
requirement would require a vastly greater expenditure of the
Fund's resources than simply specifying the perceived
deficiencies in our advance notice letter so that we can promptly
cure them. Therefore, we want to afford you another opportunity
to tell us specifically what deficiencies need to be cured (other
than the acknowledged failure of our nominees to satisfy the
Fund's qualifications bylaw).
We seem to have struck a nerve by exposing the directors' motives
in refusing to waive or eliminate their antidemocratic
qualifications bylaw. You make the unsupported assertion that
any comparison between our challenge to the qualifications bylaw
and the courageous turnout by Iraqi voters in the face of
terrorist threats is "of course, inapt and in poor taste." If it
is impolite to point out an embarrassing truth, i.e., that the
directors are acting like sore losers after shareholders approved
our open-ending proposal, we plead guilty.
In far worse taste is the directors' refusal to forsake a bylaw
that disenfranchises shareholders while they hypocritically claim
that their refusal is in the best interest of shareholders.
Before he was removed from power, Saddam Hussein claimed that
cementing his control over Iraq was in the best interest of the
Iraqi people. He proceeded to hold a sham election in which he
got 100% of the votes. By refusing to abandon their
antidemocratic qualifications bylaw, the directors seek a similar
outcome at the Fund's annual meeting. Both Saddam and the
directors of The New Germany Fund are guilty of using their power
illegitimately to guarantee victory by holding a sham election.
Make no mistake. The directors of The New Germany Fund and their
corrupt lawyers are not fooling anyone. It is obvious that their
real goal is to retain control over the Fund even if shareholders
want to elect other persons as directors. Here is a fundamental
truth that you and your sleazy lawyers should tattoo on your
arms: "It is always in the shareholders' interest to have a fair
election." The qualifications bylaw prevents a fair election
because it bars shareholders from electing the directors of their
own choice. Fortunately, there is one difference between Iraq
under Saddam and The New Germany Fund under your rule. Under
Saddam, Iraqis did not have recourse to an independent judiciary.
We do and we cannot envision any judge in this country buying the
argument that the shareholders cannot elect the persons of their
choice because the directors who would otherwise be ousted
determined that those persons do not "qualify." Your lawyers
know that they will lose in court but they don't care as long as
they get paid. If you don't believe us, ask them if they will
work on a contingency basis.
To paraphrase Ronald Reagan's challenge to Soviet General
Secretary Gorbachev at the Berlin Wall in 1987, if the directors
do not want to be labeled enemies of democracy, let them stop
acting like petty tyrants. Mr. Rosenblum, tear down this
antidemocratic bylaw!
Very truly yours,
Phillip Goldstein
Portfolio Manager