SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 2)
Under the Securities and Exchange Act of 1934
New Germany Fund, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
644465106
(CUSIP Number)
George W. Karpus, President
Karpus Management, Inc. d/b/a
Karpus Investment Management
183 Sullys Trail
Pittsford, New York 14534
(585) 586-4680
(Name, Address, and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 7, 2004
(Date of Event which Requires Filing of this Statement)
If the person has previously filed a statement on Schedule 13G to
report the Acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1 (b) (3) or (4), check
the following box. [ ]
(Page 1 of 5 pages)
There are no exhibits.
ITEM 1 Security and Issuer
Common Stock
New Germany Fund, Inc.
Two International Place
Boston, MA 02110-4103
ITEM 2 Identity and Background
a) Karpus Management, Inc. d/b/a Karpus Investment
Management (?KIM?)
George W. Karpus, President, Director and Controlling
Stockholder
Jo Ann Van Degriff, Vice President and Director
Sophie Karpus, Director
b) 183 Sullys Trail
Pittsford, New York 14534
c) Principal business and occupation - Investment Management
for individuals, pension and profit sharing plans, corporations,
endowments, trust and others, specializing in conservative asset
management (i.e. fixed income investments).
d) None of George W. Karpus, JoAnn Van Degriff, or Sophie
Karpus (?the Principals?) or KIM has been convicted in the past
five years of any criminal proceeding (excluding traffic
violations).
e) During the last five years none of the principals or KIM has
been a party to a civil proceeding as a result of which any of them
is subject to a judgment, decree or final order enjoining future
violations of or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
f) Each of the Principals is a United States citizen.
KIM is a New York corporation.
ITEM 3 Source and Amount of Funds or Other Considerations
KIM, an independent investment advisor, has accumulated shares
of GF on behalf of accounts that are managed by KIM (?the
Accounts?) under limited powers of attorney. All funds that
have been utilized in making such purchases are from such
Accounts.
ITEM 4 Purpose of Transaction
KIM has purchased Shares for investment purposes. Being
primarily a fixed income manager, with a specialty focus in the
closed end fund sector, the profile of GF fit the investment
guidelines for various Accounts. Shares have been acquired
since April 21, 1992.
ITEM 5 Interest in Securities of the Issuer
A) As of the date of this Report, KIM owns 853,603 shares,
which represents 6.13% of the outstanding Shares. Karpus Investment
Management Profit Sharing Plan presently owns 7380 shares purchased
on September 8, 2003 at $5.87 (50 shares), September 10 at $5.82 (50
shares), September 15 at $5.91 (50 shares), September 16 at $5.92 (100
shares), September 23 at $5.98 (50 shares), September 24 at $5.97 (150
shares), September 25 & 29 at $5.93 (310 shares), September 26 at $5.86
(50 shares), October 1 at $5.86 (50 shares), October 6 at $5.97 (50 shares),
October 9 at $6.18 (200 shares), October 14 at $6.37 (350 shares), October
17 at $6.37 (100 shares), October 20 at $6.45 (100 shares), October 22 at
$6.46 (50 shares), October 23 at $6.36 (50 shares), October 30 at $6.62
(100 shares), November 24 at $6.67 (400 shares), December 3 & 4 at
$7.13 (1100 shares), January 8, 2004 at $7.54 (1095 shares), January 12 at
$7.64 (95 shares), January 27 at $7.98 (1865 shares), March 5 at $7.97 (50
shares), and March 8 at $8.01 (15 shares), May 24, 2004 at $6.98 (900
shares). Jo Ann Van Degriff presently owns 1600 shares purchased on
October 22, 2003 at $6.52. George W. Karpus presently owns 4,815
shares purchased January 12, 2004 at $7.64 (1815 shares) and at $7.65
(800 shares), May 18 at $6.80 (200 shares), and May 20 at $6.89 (2000
shares). Dana R. Consler presently owns 1175 shares purchased
November 3, 2003 at $6.90 (100 shares), November 19 & 20 at $6.65 (295
shares), and March 30, 2004 at $7.26 (780 shares). None of the other
Principles of KIM presently owns shares of GF.
b) KIM has the sole power to dispose of and to vote all of such
Shares under limited powers of attorney.
c) Open market purchases for the last 60 days for the Accounts.
There have been no dispositions and no acquisitions, other than
by such open market purchases,
DATE
SHARES
PRICE PER
DATE
SHARES
PRICE PER
SHARE
SHARE
4/1/2004
4465
7.47
5/3/2004
1300
7.41
4/2/2004
900
7.4
5/4/2004
2600
7.51
4/5/2004
-3605
7.45
5/5/2004
2255
7.49
4/8/2004
660
7.55
5/6/2004
4300
7.39
4/13/2004
5390
7.61
5/11/2004
2110
6.89
4/14/2004
300
7.43
5/14/2004
590
6.86
4/16/2004
1000
7.49
5/18/2004
1665
6.83
4/20/2004
5010
7.54
5/19/2004
2000
7.00
4/21/2004
1340
7.43
5/20/2004
2000
6.89
4/28/2004
2700
7.46
5/21/2004
2000
6.97
4/29/2004
7345
7.35
5/24/2004
4335
7.01
5/26/2004
3320
7.10
5/27/2004
1300
7.22
5/28/2004
5250
7.21
The Accounts have the right to receive all dividends from, any
proceeds from the sale of the Shares. KIM reserves the right to
further accumulate or sell shares. None of the Accounts has an
interest in shares constituting more than 5% of the Shares
outstanding.
ITEM 6 Contracts, Arrangements, Understandings, or Relationships
with Respect to Securities of the Issuer.
Except as described above, there are no contracts,
arrangements, understandings or relationships of any kind
among the Principals and KIM and between any of them and any
other person with respect to any of GF Securities.
ITEM 7 Materials to be Filed as Exhibits
Not applicable.
Signature
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.
Karpus Management, Inc.
June 9, 2004 By:________________________
Date Signature
Dana R. Consler, Vice President
Name/Title