Item G.1.b.iii The New Germany Fund, Inc. - New or Amended Investment
Advisory Contracts
FIRST AMENDMENT TO THE
INVESTMENT ADVISORY AGREEMENT
BETWEEN
THE NEW GERMANY EQUITY FUND, INC.
AND
DWS INTERNATIONAL GMBH
This FIRST AMENDMENT is made as of November 1, 2019 to that certain
Investment Advisory Agreement (the "Agreement") between THE NEW
GERMANY FUND, INC. and DWS INTERNATIONAL GMBH, formerly known as
DEUTSCHE ASSET MANAGEMENT INTERNATIONAL GMBH ("DeAMI"), dated as of
February 1, 2012.
Now, therefore, in consideration of the mutual promises set forth and
for other good and valuable consideration, the parties hereby agree to
amend the Agreement as follows:
1. The Agreement is hereby amended, effective as of November 1, 2019,
by replacing Section 2.1 in its entirety with the new Section 2.1 as
follow:
2.1 The Fund will pay DeAMI an annual advisory fee hereunder of
0.750% of the Fund's average weekly net assets up to and including U.S.
$100 million, 0.600% of such assets in excess of U.S. $100 million and
up to and including U.S. $500 million, and 0.550% of such assets in
excess of U.S. $500 million, computed by or on behalf of the Fund on the
basis of net asset value at the end of each week and payable at the end
of each calendar month.
2. Except as amended by this FIRST AMENDMENT, the Agreement remains
in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this FIRST AMENDMENT to the
Agreement to be executed by their dually authorized officers designated below
as of the day and year first written above.
THE NEW GERMANY FUND, INC. DWS INTERNATIONAL GMBH
By: /s/ Hepsen Uzcan By: /s/ Xxxxx Xxxxx
Name: Hepsen Uzcan Name: Xxxxx Xxxxx
Title: President Title:
By: /s/ Xxxx Xxxxxxxx By: /s/ Xxxx Xxxxxxxxx
Name: Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxxx
Title: Secretary Title:
INVESTMENT ADVISORY AGREEMENT
AGREEMENT dated as of February 1, 2012, between The New Germany Fund,
Inc., a Maryland corporation (the "Fund"), and Deutsche Asset
Management International GmbH, a German corporation ("DeAMI").
WHEREAS, the Fund is a diversified closed-end management company
registered under the Investment Company Act of 1940, as amended (the
"Investment Company Act");
WHEREAS, the Fund desires to retain DeAMI to render certain specified
investment advisory services to the Fund; and
WHEREAS, DeAMI is willing to render such services to the Fund;
NOW, THEREFORE, the parties agree as follows:
1. Investment Adviser. DeAMI, in accordance with the Fund's stated
investment objectives, policies and limitations, will make all
decisions with respect to suitable securities for investment by the
Fund and will transmit purchase and sale orders and select brokers and
dealers to execute portfolio transactions on behalf of the Fund.
2. Fees and Expenses.
2.1 The Fund will pay DeAMI an annual advisory fee hereunder of
0.80% of the Fund's average weekly net assets up to and including U.S.
$100 million, 0.60% of such assets in excess of U.S. $100 million and
up to and including U.S. $500 million, and 0.55% of such assets in
excess of U.S. $500 million, computed by or on behalf of the Fund on
the basis of net asset value at the end of each week and payable at the
end of each calendar month.
2.2 DeAMI shall bear all expenses of its employees and overhead
incurred by it in connection with its duties under this Agreement and
shall pay all salaries and fees of the Fund's directors and officers
who are interested persons (as defined in the Investment Company Act)
of DeAMI. The Fund will indemnify DeAMI for all taxes (other than
income taxes), duties, charges, fees and expenses (including, without
limitation, broker fees, dealer fees, clearing bank fees and legal
fees) DeAMI incurs in connection with the services provided under this
Agreement. The Fund will bear all of its own expenses, including
expenses of organizing the Fund; fees of the Fund's directors who are
not interested persons (as defined in the Investment Company Act) of
any other party; out-of-pocket travel expenses for all directors who
are not interested persons (as defined in the Investment Company Act)
of any other party and other expenses incurred by the Fund in
connection with meetings of directors; interest expense; taxes and
governmental fees; brokerage commissions and other expenses incurred in
acquiring or disposing of the Fund's portfolio securities; expenses of
preparing stock certificates; expenses of registering and qualifying
the Fund's shares for sale with the Securities and Exchange Commission
and in various states and foreign jurisdictions; charges and expenses
of the Fund's legal counsel and independent auditors; custodian,
dividend paying and transfer agent expenses; expenses of obtaining and
maintaining stock exchange listings of the Fund's shares; and the
expenses of shareholders' meetings and of the preparation and
distribution of proxies and reports to shareholders. The obligations
contained in this clause shall survive the termination of this
Agreement.
2.3 Payments to DeAMI shall be made in U.S. Dollars to its account
with Deutsche Bank AG, New York branch.
3. Liability.
3.1 Neither DeAMI nor any of its officers, directors or employees
shall be liable for any error of judgment or for any loss suffered by
the Fund in connection with the matters to which this Agreement
relates, except (i) that DeAMI shall be under a fiduciary duty with
respect to receipt of compensation for services pursuant to Section 36
of the Investment Company Act, and shall therefore be liable for a loss
resulting from a breach of such fiduciary duty (in which case any award
of damages shall be limited to the period and the amount set forth in
Section 36(b)(3) of the Investment Company Act), or (ii) a loss
resulting from willful misfeasance, bad faith or gross negligence on
its or their part in the performance of, or from reckless disregard by
it or them of its or their obligations and duties under, this Agreement.
3.2 DeAMI does not assume responsibility for the acts or omissions
of any other person.
3.3 DeAMI shall not be liable for any losses caused by
disturbances of its operations by virtue of force majeure, riot, or
damage caused by nature or due to other events for which it is not
responsible (e.g., strike, lock-out or acts of domestic or foreign
authorities).
4. Services Not Exclusive. It is understood that the services of
DeAMI are not deemed to be exclusive, and nothing in this Agreement
shall prevent DeAMI or any of its affiliates from providing similar
services to other investment companies and other clients (whether or
not their investment objectives and policies are similar to those of
the Fund) or from engaging in other activities. When other clients of
DeAMI desire to purchase or sell a security at the same time such
security is purchased or sold for the Fund, such purchases and sales
will, to the extent feasible, be allocated among the Fund and such
clients in a manner believed by DeAMI to be equitable to such clients.
5. Notice. Any notice or other communication required to be given
pursuant to this Agreement shall be in writing or by telex and shall be
effective upon receipt. Notices and communications shall be given to
(1) the Fund at Deutsche Asset Management, Xxx Xxxxxx Xxxxxx, Xxxxxx,
XX 00000, Attention: Secretary; and (2) DeAMI at Mainzer Xxxxxxxxxxx
000-000, Xxxxxxxxx xx Xxxx, Xxxxxxx, Attention: Managing Director,
Investment Policy Committee.
6. Miscellaneous.
6.1 This Agreement is effective February 1, 2012, and shall
continue in effect until January 31, 2013 and thereafter so long as
its continuance is approved at least annually in the manner required by
the Investment Company Act. The annual approva1 of the continuance of
this Agreement shall be confirmed to DeAMI by the Fund in writing.
Notwithstanding the foregoing, this Agreement may be terminated by the
Fund in the manner prescribed by the Investment Company Act, without
the payment of any penalty, at any time upon not less than sixty days'
prior written notice to DeAMI, or by DeAMI upon not less than sixty
days' written notice to the Fund. This Agreement shall automatically
terminate in the event of its assignment (as defined in the Investment
Company Act).
6.2 This Agreement shall be construed in accordance with the laws
of the Federal Republic of Germany.
6.3 The captions in this Agreement are included for convenience
only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
6.4 If any provisions of this Agreement shall be held or made
invalid, in whole or in part, the other provisions of this Agreement
shall remain in force. Invalid provisions shall, in accordance with the
intent and purpose of this Agreement, be replaced by such valid
provisions which in their economic effect come as close as legally
possible to such invalid provisions.
6.5 Nothing herein shall be construed as constituting DeAMI an
agent of the Fund.
6.6 DeAMI shall be entitled to rely on any notice or other
communication believed by it to be genuine and correct and to have been
sent to it by or on behalf of the Fund.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.
THE NEW GERMANY FUND, INC. DEUTSCHE ASSET MANAGEMENT INTERNATIONAL GmbH
By: /s/ Xxxx Xxxxxxxx By: /s/ Xxxxxxx Xxxxxx
Name: Xxxx Xxxxxxxx Name: Xxxxxxx Xxxxxx
Title: Secretary Title: Managing Director
By: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Director
