Date of fiscal year end:
|
10/31
|
Date of reporting period:
|
10/31/2012
|
ITEM 1.
|
REPORT TO STOCKHOLDERS
|
![]() |
![]() |
![]() |
|||
Christian Strenger
Chairman
|
Rainer Vermehren
Lead Portfolio Manager
|
W. Douglas Beck
President and Chief
Executive Officer
|
For the years ended October 31,
|
|||||||||||||||||||||
2012
|
2011
|
2010
|
2009
|
2008
|
|||||||||||||||||
Net Asset Value(a)
|
2.63
|
%
|
(12.43
|
)%
|
24.70
|
%
|
53.78
|
%
|
(61.27
|
)%
|
|||||||||||
Market Value(a)
|
2.97
|
%
|
(12.68
|
)%
|
27.72
|
%
|
68.05
|
%
|
(65.28
|
)%
|
|||||||||||
MSCI Emerging Markets Europe Index(b)
|
2.06
|
%
|
(9.99
|
)%
|
19.52
|
%
|
44.71
|
%
|
(60.53
|
)%
|
Net Assets
|
$
|
477,404,133
|
||
Shares Outstanding
|
13,132,942
|
|||
Net Asset Value (NAV) Per Share
|
$
|
36.35
|
NYSE Ticker Symbol
|
CEE
|
||||
NASDAQ Symbol
|
XCEEX
|
||||
Dividend Reinvestment Plan
|
Yes
|
||||
Voluntary Cash Purchase Program
|
Yes
|
||||
Annual Expense Ratio (10/31/12)
|
1.19
|
%
|
Record
Date
|
Payable
Date
|
Ordinary
Income
|
ST Capital
Gain
|
LT Capital
Gain
|
Total
Distribution
|
||||||||||||
12/30/11
|
01/27/12**
|
$
|
0.3710
|
$
|
0.0000
|
$
|
2.1150
|
$
|
2.4860
|
||||||||
12/31/10
|
01/28/11**
|
$
|
0.2640
|
$
|
0.0000
|
$
|
0.0000
|
$
|
0.2640
|
||||||||
12/31/09
|
01/28/10**
|
$
|
0.6506
|
$
|
0.0000
|
$
|
0.0000
|
$
|
0.6506
|
||||||||
12/15/08
|
12/31/08
|
$
|
0.0702
|
$
|
0.0000
|
$
|
0.0000
|
$
|
0.0702
|
||||||||
12/21/07
|
12/31/07
|
$
|
0.9477
|
$
|
0.4648
|
$
|
8.8442
|
$
|
10.2567
|
||||||||
12/21/06
|
12/28/06
|
$
|
0.5840
|
$
|
1.9400
|
$
|
2.9920
|
$
|
5.5160
|
||||||||
12/20/05
|
12/30/05
|
$
|
0.3300
|
$
|
0.2150
|
$
|
2.5070
|
$
|
3.0520
|
||||||||
12/22/04
|
12/31/04
|
$
|
0.1700
|
$
|
0.0000
|
$
|
0.0000
|
$
|
0.1700
|
||||||||
12/22/03
|
12/31/03
|
$
|
0.2200
|
$
|
0.0000
|
$
|
0.0000
|
$
|
0.2200
|
||||||||
11/19/01
|
11/29/01
|
$
|
0.1000
|
$
|
0.1300
|
$
|
0.0000
|
$
|
0.2300
|
Energy
|
33.6
|
%
|
|||
Financials
|
27.7
|
%
|
|||
Materials
|
15.0
|
%
|
|||
Telecommunication Services
|
11.5
|
%
|
|||
Consumer Staples
|
3.9
|
%
|
|||
Information Technology
|
2.7
|
%
|
|||
Industrials
|
2.7
|
%
|
|||
Utilities
|
1.6
|
%
|
|||
Consumer Discretionary
|
1.3
|
%
|
|||
Total
|
100.0
|
%
|
1.
|
Gazprom (Russia)
|
11.1
|
%
|
||||
2.
|
Sberbank (Russia)
|
9.1
|
%
|
||||
3.
|
LUKOIL (Russia)
|
9.0
|
%
|
||||
4.
|
NovaTek (Russia)
|
4.5
|
%
|
||||
5.
|
Uralkali (Russia)
|
3.7
|
%
|
||||
6.
|
Tatneft (Russia)
|
3.7
|
%
|
||||
7.
|
Mobile Telesystems (Russia)
|
3.4
|
%
|
||||
8.
|
Powszechna Kasa Oszczednosci
Bank Polski (Poland)
|
2.7
|
%
|
||||
9.
|
Magnit (Russia)
|
2.6
|
%
|
||||
10.
|
MMC Norilsk Nickel (Russia)
|
2.4
|
%
|
Name, Address, Age*
|
Term of Office
and Length of
Time Served†
|
Principal Occupation(s)
During Past Five Years††
|
Other Directorships
Held by Director
|
||||
Detlef Bierbaum, 70(1)
|
Class I
Since 1990
|
Consultant (since 2010). He is also Vice Chairman of the Supervisory Board of Oppenheim KAG GmbH (asset management) and a member of the Supervisory Board of Deutsche Bank Österreich AG (private bank) for more than five years. Mr. Bierbaum also serves as a member of the Board or Supervisory Board of a number of non-U.S. investment companies and of companies in diverse businesses including insurance, reinsurance, real estate, and retailing. He is a former member of the Supervisory Board of Sal. Oppenheim Jr. & Cie. KGaA (private bank) (2008 to March 2010) and was formerly a partner of that firm. He is also a former member of the Supervisory Board of DWS Investment GmbH (asset management) (2005-2008).
|
Director, The European Equity Fund, Inc. (since 1986) and The New Germany Fund, Inc. (since 2008).
|
||||
Ambassador
Richard R. Burt, 65(1)
|
Class II
Since 2000
|
Managing Director, McLarty Associates (international strategic advisory) (since 2007). Formerly, Chairman, Diligence, Inc. (international information and risk management firm) (2002-2007); Chairman of the Board, Weirton Steel Corp. (1996-2004); Partner, McKinsey & Company (consulting firm) (1991-1994); State Department, Chief Negotiator in charge of negotiating the Arms Treaty with Russia (1989-1991); U.S. Ambassador to the Federal Republic of Germany (1985-1989). Mr. Burt is also Director, IGT, Inc. (gaming technology) (since 1995), and HCL Technologies, Inc. (information technology and product engineering) (since 1999) and member, Textron Inc. International Advisory Council (aviation, automotive, industrial operations and finance) (since 1996).
|
Director, The European Equity Fund, Inc. (since 2000) and The New Germany Fund, Inc. (since 2004). Director, UBS family of mutual funds (since 1995).
|
Name, Address, Age*
|
Term of Office
and Length of
Time Served†
|
Principal Occupation(s)
During Past Five Years††
|
Other Directorships
Held by Director
|
||||
Richard Karl Goeltz, 70(1)
|
Class II
Since 2008
|
Retired. Formerly, Vice Chairman and Chief Financial Officer of American Express Co. (financial services) (1996-2000) and previously served as chief financial officer of two other major multi-national corporations. Mr Goeltz is a member of the Council and Court of Governors of the London School of Economics and Political Science, and Trustee of the American Academy in Berlin.
|
Director, The European Equity Fund, Inc. (since 2008) and The New Germany Fund, Inc. (since 1990). Independent Non-Executive Director of Aviva plc (financial services) and The Warnaco Group Inc. (apparel). Formerly director of Federal Home Loan Mortgage Corporation and Delta Air Lines, Inc. (air transport).
|
||||
Dr. Franz Wilhelm Hopp, 70(1)
|
Class III
Since 2008
|
Partner of Laplace Finanzconsulting GmbH (asset management). Member of the Supervisory Board WAVE AG (asset management). Former member of the Board of Management of KarstadtQuelle Pension Trust e.V. (February 2007-September 2009).
|
Director, The European Equity Fund, Inc. (since 2008) and The New Germany Fund, Inc. (since 1993).
|
||||
Dr. Friedbert H. Malt, 71(1)
|
Class II
Since 2007
|
Vice Chairman and Member of the Executive Committee of NOL Neptune Orient Lines Ltd., Singapore ("NOL") from 2002 to 2011 and Director of NOL from 2000 to 2011. He currently is also a Director of TÜV Rheinland of North America, Inc., a company offering independent testing and assessment services. Formerly, Dr. Malt was a Member of the Executive Board of DG Bank (now DZ Bank), Frankfurt (until 2001).
|
Director, The European Equity Fund, Inc. (since 2007) and The New Germany Fund, Inc. (since 2007).
|
Name, Address, Age*
|
Term of Office
and Length of
Time Served†
|
Principal Occupation(s)
During Past Five Years††
|
Other Directorships
Held by Director
|
||||
Christian H. Strenger, 69(1)(2)
|
Class III
Since 1990
|
Member of Supervisory Board (since 1999) and formerly Managing Director (1991-1999) of DWS Investment GmbH (investment management), a subsidiary of Deutsche Bank AG. Mr. Strenger is also Member, Supervisory Board, Evonik Industries AG (chemical, utility and property business), Fraport AG (international airport business), Hermes Equity Ownership Services Ltd. (governance advisory) and TUI AG (travel business). He also is a member of the German Government's Commission on Corporate Governance and other corporate governance organizations, and serves as Director of the Center for Corporate Governance at the Leipzig Graduate School of Management.
|
Director and Chairman, The European Equity Fund, Inc. (since 1986) and The New Germany Fund, Inc. (since 1990).
|
||||
Robert H. Wadsworth, 72(1)(3)
|
Class II
Since 1990
|
President, Robert H. Wadsworth Associates, Inc. (consulting firm) (1983-present).
|
Director, The European Equity Fund, Inc. (since 1986) and The New Germany Fund, Inc. (since 1992), as well as other DWS funds.
|
Name, Address, Age*
|
Term of Office
and Length of
Time Served†
|
Principal Occupation(s)
During Past Five Years††
|
Other Directorships
Held by Director
|
||||
Joachim Wagner, 65(1)
|
Class III
Since 2012
|
Chief Financial Officer, RAG Beteiligungs AG/Evonik Industries AG, Germany (mining holding company) (2006-2009). Formerly, Chief Financial Officer, Degussa AG, Germany (chemical manufacturer) (2001-2006). Mr. Wagner is also a member of the Supervisory Board of a German retail bank and a member of the advisory board of a private German bank.
|
Director, The European Equity Fund, Inc. (since 2009) and The New Germany Fund, Inc. (since 2009).
|
Name, Age
|
Principal Occupations During Past Five Years
|
||
W. Douglas Beck, CFA(1,2), 45
President and Chief Executive Officer
|
Managing Director(3), Deutsche Asset Management (since 2006); President of DWS family of funds and Head of Product Management, US for DWS Investments. Formerly, Executive Director, Head of Product Management (2002-2006) and President (2005-2006) of the UBS Funds at UBS Global Asset Management; Co-Head of Manager Research/Managed Solutions Group, Merrill Lynch (1998-2002).
|
||
Paul H. Schubert(2,4), 49
Chief Financial Officer and Treasurer
|
Managing Director(3), Deutsche Asset Management (since 2004). Formerly, Executive Director, Head of Mutual Fund Services and Treasurer for UBS Family of Funds at UBS Global Asset Management (1998-2004).
|
||
Rainer Vermehren(5,6), 44
Vice President
|
Director(3), DWS Investment GmbH (since 2007). Fund Manager, DWS Investment GmbH (since 1997).
|
||
Melinda Morrow(2,7), 42
Vice President
|
Director(3), Deutsche Asset Management.
|
||
John Millette(8,9), 50
Secretary
|
Director(3), Deutsche Asset Management (since 2002).
|
||
Caroline Pearson(9,10), 50
Chief Legal Officer
|
Managing Director(3), Deutsche Asset Management. Formerly, Assistant Secretary for DWS family of funds (1997-2010).
|
||
Alexis Kuchinsky(2,11), 36
Chief Compliance Officer
|
Vice President, Deutsche Asset Management (since 2002); Head of Compliance Program Oversight of Deutsche Asset Management.
|
||
John Caruso(2,5), 47
Anti-Money Laundering Compliance Officer
|
Managing Director(3), Deutsche Asset Management.
|
Shares
|
Description
|
Value(a)
|
|||||
INVESTMENTS IN RUSSIA – 67.8%
|
|||||||
COMMON STOCKS – 64.7%
|
|||||||
CHEMICALS – 3.7%
|
|||||||
450,000
|
Uralkali (GDR) Reg S
|
$
|
17,631,000
|
||||
COMMERCIAL BANKS – 10.5%
|
|||||||
14,900,000
|
Sberbank
|
43,628,690
|
|||||
1,930,000
|
VTB Bank (GDR) Reg S
|
6,650,780
|
|||||
50,279,470
|
|||||||
CONSTRUCTION MATERIALS – 1.0%
|
|||||||
1,000,000
|
LSR Group (GDR) Reg S
|
4,815,000
|
|||||
DIVERSIFIED
TELECOMMUNICATION
SERVICES – 0.4%
|
|||||||
500,000
|
Rostelecom
|
1,989,550
|
|||||
ELECTRIC UTILITIES – 0.5%
|
|||||||
216,633
|
OJSC Enel OGK-5 (GDR)*
|
599,337
|
|||||
750,000
|
RusHydro (ADR)†
|
1,780,500
|
|||||
2,379,837
|
|||||||
FOOD & STAPLES RETAILING – 2.6%
|
|||||||
350,000
|
Magnit (GDR) Reg S
|
12,425,000
|
|||||
INDEPENDENT
POWER PRODUCERS
& ENERGY TRADERS – 0.1%
|
|||||||
3,200,000
|
E.ON Russia
|
262,944
|
|||||
INTERNET SOFTWARE
& SERVICES – 2.5%
|
|||||||
150,000
|
Mail.ru Group (GDR) Reg S
|
4,987,500
|
|||||
300,000
|
Yandex*†
|
7,047,000
|
|||||
12,034,500
|
|||||||
METALS & MINING – 6.5%
|
|||||||
500,000
|
Mechel Steel Group†
|
3,150,000
|
|||||
57,884
|
MMC Norilsk Nickel
|
8,911,902
|
|||||
160,000
|
MMC Norilsk Nickel (ADR)†
|
2,427,200
|
|||||
354,302
|
Polymetal International
|
6,362,047
|
|||||
1,500,000
|
Polyus Gold International*
|
4,986,816
|
|||||
400,000
|
Severstal
|
4,917,680
|
|||||
30,755,645
|
|||||||
Shares
|
Description
|
Value(a)
|
|||||
OIL, GAS & CONSUMABLE
FUELS – 28.4%
|
|||||||
3,198,000
|
Gazprom
|
$
|
14,787,232
|
||||
4,200,000
|
Gazprom (ADR)†
|
38,367,000
|
|||||
300,000
|
LUKOIL
|
18,218,970
|
|||||
415,000
|
LUKOIL (ADR)
|
24,949,800
|
|||||
190,000
|
NovaTek (GDR) Reg S
|
21,660,000
|
|||||
450,000
|
Tatneft (ADR)
|
17,433,000
|
|||||
135,416,002
|
|||||||
REAL ESTATE MANAGEMENT
& DEVELOPMENT – 1.2%
|
|||||||
1,000,000
|
Etalon Group (GDR) Reg S*
|
5,780,000
|
|||||
SPECIALTY RETAIL – 1.2%
|
|||||||
750,000
|
M Video
|
5,902,725
|
|||||
WIRELESS
TELECOMMUNICATION
SERVICES – 6.1%
|
|||||||
1,200,000
|
Mobile Telesystems
|
8,830,920
|
|||||
200,000
|
Mobile Telesystems (ADR)
|
3,270,420
|
|||||
250,000
|
Mobile Telesystems (GDR) Reg S
|
4,088,025
|
|||||
400,000
|
Sistema JSFC (GDR) Reg S
|
7,340,000
|
|||||
525,000
|
VimpelCom (ADR)†
|
5,680,500
|
|||||
29,209,865
|
|||||||
Total Common Stocks
(cost $260,225,540)
|
308,881,538
|
||||||
PREFERRED STOCKS – 3.1%
|
|||||||
DIVERSIFIED
TELECOMMUNICATION
SERVICES – 1.0%
|
|||||||
1,600,000
|
Rostelecom
(cost $5,151,597)
|
4,688,960
|
|||||
OIL, GAS & CONSUMABLE
FUELS – 2.1%
|
|||||||
2,000
|
AK Transneft
(cost $2,715,420)
|
3,999,553
|
|||||
1,000,000
|
Surgutneftegaz (ADR) †
(cost $4,690,963)
|
6,059,600
|
|||||
10,059,153
|
|||||||
Total Preferred Stocks
(cost $12,557,980)
|
14,748,113
|
||||||
Total Investments in Russia
(cost $272,783,520)
|
323,629,651
|
Shares
|
Description
|
Value(a)
|
|||||
INVESTMENTS IN TURKEY – 12.6%
|
|||||||
COMMERCIAL BANKS – 5.8%
|
|||||||
750,000
|
Akbank
|
$
|
3,610,028
|
||||
2,250,000
|
Turkiye Garanti Bankasi
|
10,729,805
|
|||||
450,000
|
Turkiye Halk Bankasi†
|
3,961,003
|
|||||
1,700,000
|
Turkiye IS Bankasi
|
5,777,159
|
|||||
1,400,000
|
Yapi ve Kredi Bankasi*
|
3,587,743
|
|||||
27,665,738
|
|||||||
CONSTRUCTION &
ENGINEERING – 1.0%
|
|||||||
1,350,000
|
Tekfen Holding
|
4,873,537
|
|||||
DIVERSIFIED FINANCIAL
SERVICES – 0.5%
|
|||||||
500,000
|
Haci Omer Sabanci Holding
|
2,635,097
|
|||||
FOOD & STAPLES
RETAILING – 1.1%
|
|||||||
65,000
|
Bim Birlesik Magazalar
|
3,014,624
|
|||||
175,000
|
Bizim Toptan Satis Magazalari†
|
2,393,454
|
|||||
5,408,078
|
|||||||
INDUSTRIAL
CONGLOMERATES – 0.6%
|
|||||||
550,000
|
Akfen Holding*
|
2,782,173
|
|||||
INSURANCE – 0.7%
|
|||||||
1,250,000
|
Anadolu Hayat Emeklilik
|
3,119,777
|
|||||
METALS & MINING – 0.9%
|
|||||||
200,000
|
Koza Altin Isletmeleri
|
4,345,404
|
|||||
OIL, GAS & CONSUMABLE
FUELS – 1.0%
|
|||||||
200,000
|
Tupras Turkiye Petrol Rafinerileri
|
4,880,223
|
|||||
TRANSPORTATION
INFRASTRUCTURE – 0.9%
|
|||||||
850,000
|
TAV Havalimanlari Holding
|
4,214,485
|
|||||
WIRELESS
TELECOMMUNICATION
SERVICES – 0.1%
|
|||||||
47,444
|
Turkcell Iletism Hizmetleri*
|
289,422
|
|||||
Total Investments in Turkey
(cost $34,353,486)
|
60,213,934
|
||||||
Shares
|
Description
|
Value(a)
|
|||||
INVESTMENTS IN POLAND – 9.2%
|
|||||||
COMMERCIAL BANKS – 3.7%
|
|||||||
105,000
|
Bank Pekao
|
$
|
5,046,241
|
||||
1,150,000
|
Powszechna Kasa Oszczednosci
Bank Polski
|
12,867,108
|
|||||
17,913,349
|
|||||||
DIVERSIFIED
TELECOMMUNICATION
SERVICES – 1.8%
|
|||||||
1,950,000
|
Netia*†
|
3,551,790
|
|||||
1,285,231
|
Telekomunikacja Polska
|
4,859,203
|
|||||
8,410,993
|
|||||||
INSURANCE – 1.7%
|
|||||||
70,000
|
Powszechny Zaklad Ubezpieczen
|
8,185,466
|
|||||
METALS & MINING – 2.0%
|
|||||||
190,000
|
KGHM Polska Miedz†
|
9,578,030
|
|||||
Total Investments in Poland
(cost $31,877,286)
|
44,087,838
|
||||||
INVESTMENTS IN
CZECH REPUBLIC – 3.0%
|
|||||||
COMMERCIAL BANKS – 0.5%
|
|||||||
12,500
|
Komercni Banka
|
2,548,782
|
|||||
DIVERSIFIED
TELECOMMUNICATION
SERVICES – 1.5%
|
|||||||
350,000
|
Telefonica Czech Republic
|
6,964,949
|
|||||
ELECTRIC UTILITIES – 1.0%
|
|||||||
125,000
|
Ceske Energeticke Zavody
|
4,604,584
|
|||||
Total Investments in Czech Republic
(cost $10,448,645)
|
14,118,315
|
||||||
INVESTMENTS IN HUNGARY – 1.2%
|
|||||||
COMMERCIAL BANKS – 1.2%
|
|||||||
300,000
|
OTP Bank
|
5,693,511
|
|||||
Total Investments in Hungary
(cost $1,642,741)
|
5,693,511
|
||||||
Total Investments in
Common and Preferred
Stocks – 93.8%
(cost $351,105,678)
|
447,743,249
|
Shares
|
Description
|
Value(a)
|
|||||
SECURITIES LENDING
COLLATERAL – 6.0%
|
|||||||
28,634,444
|
Daily Assets Fund
Institutional, 0.21%
(cost $28,634,444)(b)(c)
|
$
|
28,634,444
|
||||
CASH EQUIVALENTS – 0.7%
|
|||||||
3,388,830
|
Central Cash Management
Fund, 0.18%
(cost $3,388,830)(c)
|
3,388,830
|
|||||
Total Investments – 100.5%
(cost $383,128,952)**
|
479,766,523
|
||||||
Other Assets and Liabilities,
Net – (0.5%)
|
(2,362,390
|
)
|
|||||
NET ASSETS – 100.0%
|
$
|
477,404,133
|
Category
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
Common Stocks and/or Other Equity Investments(1)
|
||||||||||||||||
Russia
|
$
|
323,030,314
|
$
|
599,337
|
(2)
|
$
|
—
|
$
|
323,629,651
|
|||||||
Turkey
|
60,213,934
|
—
|
—
|
60,213,934
|
||||||||||||
Poland
|
44,087,838
|
—
|
—
|
44,087,838
|
||||||||||||
Czech Republic
|
14,118,315
|
—
|
—
|
14,118,315
|
||||||||||||
Hungary
|
5,693,511
|
—
|
—
|
5,693,511
|
||||||||||||
Short-Term Instruments(1)
|
32,023,274
|
—
|
—
|
32,023,274
|
||||||||||||
Total
|
$
|
479,167,186
|
$
|
599,337
|
$
|
—
|
$
|
479,766,523
|
ASSETS
|
||||
Investments in non-affiliated securities, at value (cost $351,105,678) — including $26,968,439 of securities loaned
|
$
|
447,743,249
|
||
Investment in Central Cash Management Fund (cost $3,388,830)
|
3,388,830
|
|||
Investment in Daily Assets Fund Institutional (cost $28,634,444)*
|
28,634,444
|
|||
Total Investments, at value (cost $383,128,952)
|
479,766,523
|
|||
Foreign currency, at value (cost $816,550)
|
831,212
|
|||
Receivable for investments sold
|
29,969,826
|
|||
Dividends receivable
|
1,292,918
|
|||
Interest receivable
|
10,022
|
|||
Other assets
|
1,023
|
|||
Total assets
|
511,871,524
|
|||
LIABILITIES
|
||||
Payable upon return of securities loaned
|
28,634,444
|
|||
Payable for investments purchased
|
4,935,401
|
|||
Payable for fund shares repurchased
|
105,744
|
|||
Fund administration fee payable
|
93,782
|
|||
Investment advisory fee payable
|
272,224
|
|||
Payable for Directors' fees and expenses
|
49,976
|
|||
Accrued expenses and other liabilities
|
375,820
|
|||
Total liabilities
|
34,467,391
|
|||
NET ASSETS
|
$
|
477,404,133
|
||
Net assets consist of:
|
||||
Paid-in capital, $0.001 par (Authorized 80,000,000 shares)
|
$
|
513,919,615
|
||
Cost of 6,345,780 shares held in Treasury
|
(146,857,858
|
)
|
||
Undistributed net investment income
|
9,529,067
|
|||
Accumulated net realized gain on investments and foreign currency
|
4,093,897
|
|||
Net unrealized appreciation (depreciation) on:
|
||||
Investments
|
96,637,571
|
|||
Foreign currency
|
81,841
|
|||
Net assets
|
$
|
477,404,133
|
||
Net assets value per share ($477,404,133 ÷ 13,132,942 shares of common stock issued and outstanding)
|
$
|
36.35
|
For the
year ended
October 31, 2012
|
||||
NET INVESTMENT INCOME
|
||||
Income:
|
||||
Dividends (net of foreign withholding taxes of $2,837,702)
|
$
|
15,356,927
|
||
Interest
|
229
|
|||
Income distributions — Central Cash Management Fund
|
16,752
|
|||
Securities lending, including income from Daily Assets Fund Institutional, net of borrower rebates
|
311,783
|
|||
Total investment income
|
15,685,691
|
|||
Expenses:
|
||||
Management fee
|
671,815
|
|||
Investment advisory fee
|
2,619,731
|
|||
Fund administration fee
|
717,624
|
|||
Custodian fee
|
786,547
|
|||
Services to shareholders
|
19,093
|
|||
Reports to shareholders
|
92,126
|
|||
Directors' fees and expenses
|
186,454
|
|||
Legal fees
|
303,415
|
|||
Audit and tax fees
|
102,407
|
|||
NYSE listing fee
|
23,729
|
|||
Insurance
|
73,921
|
|||
Miscellaneous
|
40,881
|
|||
Net expenses
|
5,637,743
|
|||
Net investment income
|
10,047,948
|
|||
REALIZED AND UNREALIZED GAIN (LOSS)
|
||||
Net realized gain (loss) from:
|
||||
Investments
|
4,649,364
|
|||
Foreign currency
|
(35,124
|
)
|
||
Net realized gain (loss)
|
4,614,240
|
|||
Change in net unrealized appreciation (depreciation) on:
|
||||
Investments
|
(6,141,494
|
)
|
||
Foreign currency
|
91,047
|
|||
Change in net unrealized appreciation (depreciation)
|
(6,050,447
|
)
|
||
Net gain (loss)
|
(1,436,207
|
)
|
||
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
|
$
|
8,611,741
|
For the
year ended
October 31, 2012
|
For the
year ended
October 31, 2011
|
|||||||
INCREASE (DECREASE) IN NET ASSETS
|
||||||||
Operations:
|
||||||||
Net investment income
|
$
|
10,047,948
|
$
|
6,422,115
|
||||
Net realized gain (loss)
|
4,614,240
|
44,912,324
|
||||||
Change in net unrealized depreciation
|
(6,050,447
|
)
|
(124,802,205
|
)
|
||||
Net increase (decrease) in net assets resulting from operations
|
8,611,741
|
(73,467,766
|
)
|
|||||
Distributions to shareholders from:
|
||||||||
Net investment income
|
(4,911,716
|
)
|
(3,599,627
|
)
|
||||
Net realized gain
|
(28,000,751
|
)
|
—
|
|||||
Total distributions to shareholders
|
(32,912,467
|
)
|
(3,599,627
|
)
|
||||
Capital share transactions:
|
||||||||
Net proceeds from reinvestment of dividends (394,788 and 0 shares, respectively)
|
12,874,022
|
—
|
||||||
Cost of shares repurchased (530,644 and 371,393 shares, respectively)
|
(17,098,411
|
)
|
(14,578,880
|
)
|
||||
Net decrease in net assets from capital share transactions
|
(4,224,389
|
)
|
(14,578,880
|
)
|
||||
Total decrease in net assets
|
(28,525,115
|
)
|
(91,646,273
|
)
|
||||
NET ASSETS
|
||||||||
Beginning of year
|
505,929,248
|
597,575,521
|
||||||
End of year (including undistributed net investment income of $9,529,067 and
$4,427,959, as of October 31, 2012 and October 31, 2011, respectively)
|
$
|
477,404,133
|
$
|
505,929,248
|
For the years ended October 31,
|
||||||||||||||||||||
2012
|
2011
|
2010
|
2009
|
2008
|
||||||||||||||||
Per share operating performance:
|
||||||||||||||||||||
Net asset value:
|
||||||||||||||||||||
Beginning of year
|
$
|
38.13
|
$
|
43.81
|
$
|
35.89
|
$
|
23.38
|
$
|
71.18
|
||||||||||
Net investment income(a)
|
.75
|
.47
|
.30
|
.46
|
.80
|
|||||||||||||||
Net realized and unrealized gain (loss) on investments
and foreign currency
|
(.08
|
)
|
(6.00
|
)
|
7.98
|
11.85
|
(38.16
|
)
|
||||||||||||
Increase (decrease) from investment operations
|
.67
|
(5.53
|
)
|
8.28
|
12.31
|
(37.36
|
)
|
|||||||||||||
Distributions from net investment income
|
(.37
|
)
|
(.26
|
)
|
(.65
|
)
|
(.07
|
)
|
(.95
|
)
|
||||||||||
Distributions from net realized gains
|
(2.12
|
)
|
—
|
—
|
—
|
(9.31
|
)
|
|||||||||||||
Total distributions
|
(2.49
|
)
|
(.26
|
)
|
(.65
|
)
|
(.07
|
)
|
(10.26
|
)
|
||||||||||
Dilution in net asset value from dividend reinvestment
|
(.10
|
)
|
—
|
(.03
|
)
|
—
|
(.22
|
)
|
||||||||||||
Increase resulting from share repurchases
|
.14
|
.11
|
.32
|
.27
|
.04
|
|||||||||||||||
Net asset value:
|
||||||||||||||||||||
End of year
|
$
|
36.35
|
$
|
38.13
|
$
|
43.81
|
$
|
35.89
|
$
|
23.38
|
||||||||||
Market value:
|
||||||||||||||||||||
End of year
|
$
|
32.98
|
$
|
34.47
|
$
|
39.72
|
$
|
31.70
|
$
|
18.94
|
||||||||||
Total investment return for the year†
|
||||||||||||||||||||
Based upon market value
|
2.97
|
%
|
(12.68
|
)%
|
27.72
|
%
|
68.05
|
%
|
(65.28
|
)%
|
||||||||||
Based upon net asset value
|
2.63
|
%
|
(12.43
|
)%
|
24.70
|
%
|
53.78
|
%
|
(61.27
|
)%
|
||||||||||
Ratio to average net assets:
|
||||||||||||||||||||
Total expenses
|
1.19
|
%
|
1.11
|
%
|
1.14
|
%
|
1.21
|
%
|
1.10
|
%
|
||||||||||
Net investment income
|
2.11
|
%
|
1.05
|
%
|
.79
|
%
|
1.86
|
%
|
1.48
|
%
|
||||||||||
Portfolio turnover
|
31
|
%
|
33
|
%
|
24
|
%
|
50
|
%
|
48
|
%
|
||||||||||
Net assets at end of year (000's omitted)
|
$
|
477,404
|
$
|
505,929
|
$
|
597,576
|
$
|
525,554
|
$
|
372,957
|
||||||||||
(a) Based on average shares outstanding during the year.
|
||||||||||||||||||||
†Total return based on net asset value reflects changes in the Fund's net asset value during each period. Total return based on market value reflects changes in market value during each period. Each figure includes reinvestments of dividend and capital gain distributions, if any. These figures will differ depending upon the level of any discount from or premium to net asset value at which the Fund's shares trade during the period.
|
Undistributed ordinary income
|
$
|
9,510,139
|
||
Undistributed long-term capital gain
|
$
|
4,560,774
|
||
Net unrealized appreciation (depreciation)
|
$
|
96,170,693
|
Years Ended October 31
|
||||||||
2012
|
2011
|
|||||||
Distributions from ordinary
income*
|
$
|
4,911,716
|
$
|
3,599,627
|
||||
Distributions from long-term
capital gains
|
$
|
28,000,751
|
$
|
—
|
Number of Votes
|
|||||||||
For
|
Withheld
|
||||||||
Dr. Franz Wilhelm Hopp
|
11,734,188
|
777,177
|
|||||||
Mr. Christian H. Strenger
|
11,755,924
|
755,441
|
|||||||
Mr. Joachim Wagner
|
11,747,724
|
763,641
|
Number of Votes
|
|||||||||||||||
For
|
Against
|
Abstain
|
|||||||||||||
12,426,352
|
41,530
|
43,479
|
Number of Votes
|
|||||||||||||||
For
|
Against
|
Abstain
|
|||||||||||||
5,995,620
|
3,611,691
|
44,938
|
Fiscal year ended October 31,
|
2012
|
2011
|
2010
|
2009
|
2008
|
||||||||||||||||
Shares repurchased
|
530,644
|
371,393
|
1,089,502
|
1,304,700
|
111,900
|
||||||||||||||||
Shares issued for dividend reinvestment
|
394,788
|
—
|
84,325
|
—
|
1,314,952
|
FACTS
|
What Does DWS Investments Do With Your Personal Information?
|
||
Why?
|
Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
|
||
What?
|
The types of personal information we collect and share can include:
• Social Security number
• Account balances
• Purchase and transaction history
• Bank account information
• Contact information such as mailing address, e-mail address and telephone number
|
||
How?
|
All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons DWS Investments chooses to share; and whether you can limit this sharing.
|
Reasons we can share your personal
information
|
Does DWS Investments
share?
|
Can you limit this
sharing?
|
|||
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders or legal investigations
|
Yes
|
No
|
|||
For our marketing purposes — to offer our products and services to you
|
Yes
|
No
|
|||
For joint marketing with other financial companies
|
No
|
We do not share
|
|||
For our affiliates' everyday business purposes — information about your transactions and experiences
|
No
|
We do not share
|
|||
For our affiliates' everyday business purposes — information about your creditworthiness
|
No
|
We do not share
|
|||
For nonaffiliates to market to you
|
No
|
We do not share
|
Who is providing this notice?
|
The Central Europe and Russia Fund, Inc.
|
How does DWS Investments protect my personal information?
|
To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.
|
||
How does DWS Investments collect my personal information?
|
We collect your personal information, for example. When you
• open an account
• give us your contact information
• provide bank account information for ACH or wire transactions
• tell us where to send money
• seek advice about your investments
|
||
Why can't I limit all sharing?
|
Federal law gives you the right to limit only
• sharing for affiliates' everyday business purposes — information about your creditworthiness
• affiliates from using your information to market to you
• sharing for nonaffiliates to market to you
State laws and individual companies may give you additional rights to limit sharing.
|
Affiliates
|
Companies related by common ownership or control. They can be financial or non-financial companies. Our affiliates include financial companies with the DWS or Deutsche Bank ("DB") name, such as DB AG Frankfurt and DB Alex Brown.
|
||
Non-affiliates
|
Companies not related by common ownership or control. They can be financial and non-financial companies.
Non-affiliates we share with include account service providers; service quality monitoring services; mailing service providers; and verification services to help in the fight against money laundering and fraud.
|
||
Joint marketing
|
A formal agreement between nonaffiliated financial companies that together market financial products or services to you.
• DWS Investments does not jointly market.
|
ITEM 2.
|
CODE OF ETHICS
|
As of the end of the period covered by this report, the registrant has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its Principal Executive Officer and Principal Financial Officer.
There have been no amendments to, or waivers from, a provision of the code of ethics during the period covered by this report that would require disclosure under Item 2.
A copy of the code of ethics is filed as an exhibit to this Form N-CSR.
|
|
ITEM 3.
|
AUDIT COMMITTEE FINANCIAL EXPERT
|
The Fund’s Board of Directors has determined that the Fund has at least one “audit committee financial expert” serving on its audit committee: Mr. Robert H. Wadsworth, Mr. Richard Karl Goeltz and Mr. Joachim Wagner. Each of these audit committee members is “independent,” meaning that he is not an “interested person” of the Fund (as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940) and he does not accept any consulting, advisory, or other compensatory fee from the Fund (except in the capacity as a Board or committee member).
An “audit committee financial expert” is not an “expert” for any purpose, including for purposes of Section 11 of the Securities Act of 1933, as a result of being designated as an “audit committee financial expert.” Further, the designation of a person as an “audit committee financial expert” does not mean that the person has any greater duties, obligations, or liability than those imposed on the person without the “audit committee financial expert” designation. Similarly, the designation of a person as an “audit committee financial expert” does not affect the duties, obligations, or liability of any other member of the audit committee or board of directors.
|
|
ITEM 4.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
Fiscal Year Ended October 31,
|
Audit Fees Billed to Fund
|
Audit-Related
Fees Billed to Fund
|
Tax Fees Billed to Fund
|
All
Other Fees Billed to Fund
|
||||||||||||
2012
|
$ | 87,500 | $ | 0 | $ | 0 | $ | 6,200 | ||||||||
2011
|
$ | 85,000 | $ | 0 | $ | 0 | $ | 6,200 |
Fiscal Year Ended October 31,
|
Audit-Related
Fees Billed to Adviser and Affiliated Fund Service Providers
|
Tax Fees Billed to Adviser and Affiliated Fund Service Providers
|
All
Other Fees Billed to Adviser and Affiliated Fund Service Providers
|
|||||||||
2012
|
$ | 0 | $ | 56,300 | $ | 0 | ||||||
2011
|
$ | 0 | $ | 0 | $ | 0 |
Fiscal Year Ended October 31,
|
Total
Non-Audit Fees Billed to Fund
(A)
|
Total Non-Audit Fees billed to Adviser and Affiliated Fund Service Providers (engagements related directly to the operations and financial reporting of the Fund)
(B)
|
Total Non-Audit Fees billed to Adviser and Affiliated Fund Service Providers (all other engagements)
(C)
|
Total of (A), (B)
and (C)
|
||||||||||||
2012
|
$ | 6,200 | $ | 56,300 | $ | 0 | $ | 62,500 | ||||||||
2011
|
$ | 6,200 | $ | 0 | $ | 0 | $ | 6,200 |
ITEM 5.
|
AUDIT COMMITTEE OF LISTED REGISTRANTS
|
The registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The registrant's audit committee consists of Richard Karl Goeltz (Chairman), Robert H. Wadsworth, Richard R. Burt, Dr. Friedbert Malt and Joachim Wagner.
|
|
ITEM 6.
|
SCHEDULE OF INVESTMENTS
|
Not applicable
|
|
ITEM 7.
|
DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
|
(i)
|
adopting, monitoring and updating guidelines, attached as Exhibit A (the “Guidelines”), that provide how AM will generally vote proxies pertaining to a comprehensive list of common proxy voting matters;
|
(ii)
|
voting proxies where (A) the issues are not covered by specific client instruction or the Guidelines; (B) the Guidelines specify that the issues are to be determined on a case-by-case basis; or (C) where an exception to the Guidelines may be in the best economic interest of AM’s clients; and
|
(iii)
|
monitoring the Proxy Vendor Oversight’s proxy voting activities (see below).
|
n
|
Neither the Guidelines nor specific client instructions cover an issue;
|
n
|
ISS does not make a recommendation on the issue;
|
n
|
The GPVSC cannot convene on the proxy proposal at issue to make a determination as to what would be in the client’s best interest. (This could happen, for example, if the Conflicts of Interest Management Sub-committee found that there was a material conflict or if despite all best efforts being made, the GPVSC quorum requirement could not be met).
|
·
|
Code of Business Conduct and Ethics - DB Group;
|
·
|
Conflicts of Interest Policy - DB Group;
|
·
|
Information Sharing Procedures – DeAM;
|
·
|
Code of Ethics - DeAM; and
|
·
|
Code of Professional Conduct - US.
|
n
|
AM will maintain a record of each vote cast by AM that includes among other things, company name, meeting date, proposals presented, vote cast and shares voted.
|
n
|
The Proxy Vendor Oversight maintains records for each of the proxy ballots it votes. Specifically, the records include, but are not limited to:
|
–
|
The proxy statement (and any additional solicitation materials) and relevant portions of annual statements.
|
–
|
Any additional information considered in the voting process that may be obtained from an issuing company, its agents or proxy research firms.
|
–
|
Analyst worksheets created for stock option plan and share increase analyses.
|
–
|
Proxy Edge print-screen of actual vote election.
|
n
|
AM will retain these Policies and Procedures and the Guidelines; will maintain records of client requests for proxy voting information; and will retain any documents the Proxy Vendor Oversight or the GPVSC prepared that were material to making a voting decision or that memorialized the basis for a proxy voting decision.
|
n
|
The GPVSC also will create and maintain appropriate records documenting its compliance with these Policies and Procedures, including records of its deliberations and decisions regarding conflicts of interest and their resolution.
|
n
|
With respect to AM’s investment company clients, ISS will create and maintain records of each company’s proxy voting record for 12-month periods ended June 30. AM will compile the following information for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect to which the company was entitled to vote:
|
–
|
The name of the issuer of the portfolio security;
|
–
|
The exchange ticker symbol of the portfolio security (if symbol is available through reasonably practicable means);
|
–
|
The Council on Uniform Securities Identification Procedures number for the portfolio security (if the number is available through reasonably practicable means);
|
–
|
The shareholder meeting date;
|
–
|
A brief identification of the matter voted on;
|
–
|
Whether the matter was proposed by the issuer or by a security holder;
|
–
|
Whether the company cast its vote on the matter;
|
–
|
How the company cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and
|
–
|
Whether the company cast its vote for or against management.
|
1
|
For purposes of these Policies and Procedures, “clients” refers to persons or entities: for which AM serves as investment adviser or sub-adviser; for which AM votes proxies; and that have an economic or beneficial ownership interest in the portfolio securities of issuers soliciting such proxies.
|
2
|
The Proxy Vendor Oversight generally monitors upcoming proxy solicitations for heightened attention from the press or the industry and for novel or unusual proposals or circumstances, which may prompt the Proxy Vendor Oversight to bring the solicitation to the attention of the GPVSC Chair. AM portfolio managers, AM research analysts and sub-advisers also may bring a particular proxy vote to the attention of the GPVSC Chair, as a result of their ongoing monitoring of portfolio securities held by advisory clients and/or their review of the periodic proxy voting record reports that the GPVSC Chair distributes to AM portfolio managers and AM research analysts.
|
3
|
As mentioned above, the GPVSC votes proxies (i) where neither a specific client instruction nor a Guideline directs how the proxy should be voted, (ii) where the Guidelines specify that an issue is to be determined on a case by case basis or (iii) where voting in accordance with the Guidelines may not be in the best economic interests of clients.
|
4
|
The Proxy Vendor Oversight, who serves as the non-voting secretary of the GPVSC, may receive routine calls from proxy solicitors and other parties interested in a particular proxy vote. Any contact that attempts to exert improper pressure or influence shall be reported to the Conflicts of Interest Management Sub-Committee.
|
I
|
Board Of Directors And Executives
|
A
|
Election Of Directors
|
B
|
Classified Boards Of Directors
|
C
|
Board And Committee Independence
|
D
|
Liability And Indemnification Of Directors
|
E
|
Qualifications Of Directors
|
F
|
Removal Of Directors And Filling Of Vacancies
|
G
|
Proposals To Fix The Size Of The Board
|
H
|
Proposals to Restrict Chief Executive Officer’s Service on Multiple Boards
|
I
|
Proposals to Restrict Supervisory Board Members Service on Multiple Boards
|
J
|
Proposals to Establish Audit Committees
|
II
|
Capital Structure
|
A
|
Authorization Of Additional Shares
|
B
|
Authorization Of “Blank Check” Preferred Stock
|
C
|
Stock Splits/Reverse Stock Splits
|
D
|
Dual Class/Supervoting Stock
|
E
|
Large Block Issuance
|
F
|
Recapitalization Into A Single Class Of Stock
|
G
|
Share Repurchases
|
H
|
Reductions In Par Value
|
III
|
Corporate Governance Issues
|
A
|
Confidential Voting
|
B
|
Cumulative Voting
|
C
|
Supermajority Voting Requirements
|
D
|
Shareholder Right To Vote
|
IV
|
Compensation
|
A
|
Establishment of a Remuneration Committee
|
B
|
Executive And Director Stock Option Plans
|
C
|
Employee Stock Option/Purchase Plans
|
D
|
Golden Parachutes
|
E
|
Proposals To Limit Benefits Or Executive Compensation
|
F
|
Option Expensing
|
G
|
Management board election and motion
|
H
|
Remuneration (variable pay)
|
I
|
Long-term incentive plans
|
J
|
Shareholder Proposals Concerning “Pay For Superior Performance”
|
K
|
Executive Compensation Advisory
|
L
|
Advisory Votes on Executive Compensation
|
M
|
Frequency of Advisory Vote on Executive Compensation
|
V
|
Anti-Takeover Related Issues
|
A
|
Shareholder Rights Plans (“Poison Pills”)
|
B
|
Reincorporation
|
C
|
Fair-Price Proposals
|
D
|
Exemption From State Takeover Laws
|
E
|
Non-Financial Effects Of Takeover Bids
|
VI
|
Mergers & Acquisitions
|
VII
|
Environmental, Social & Governance Issues
|
A
|
Principles for Responsible Investment (“PRI”)
|
B
|
ESG Issues
|
C
|
Labor & Human Rights
|
D
|
Diversity & Equality
|
E
|
Health & Safety
|
F
|
Government/Military
|
G
|
Tobacco
|
VIII
|
Miscellaneous Items
|
A
|
Ratification Of Auditors
|
B
|
Limitation Of Non-Audit Services Provided By Independent Auditor
|
C
|
Audit Firm Rotation
|
D
|
Transaction Of Other Business
|
E
|
Motions To Adjourn The Meeting
|
F
|
Bundled Proposals
|
G
|
Change Of Company Name
|
H
|
Proposals Related To The Annual Meeting
|
I
|
Reimbursement Of Expenses Incurred From Candidate Nomination
|
J
|
Investment Company Proxies
|
K
|
International Proxy Voting
|
1.
|
“For” proposals that require that a certain percentage (majority up to 66 2/3%) of members of a board of directors be comprised of independent or unaffiliated directors.
|
2.
|
“For” proposals that require all members of a company's compensation, audit, nominating, or other similar committees be comprised of independent or unaffiliated directors.
|
3.
|
“Against” shareholder proposals to require the addition of special interest, or constituency, representatives to boards of directors.
|
4.
|
“For” separation of the Chairman and CEO positions.
|
5.
|
“Against” proposals that require a company to appoint a Chairman who is an independent director.
|
1.
|
“For” proposals to fix the size of the board unless: (a) no specific reason for the proposed change is given; or (b) the proposal is part of a package of takeover defenses.
|
2.
|
“Against” proposals allowing management to fix the size of the board without shareholder approval.
|
1.
|
“Against” proposals to create blank check preferred stock or to increase the number of authorized shares of blank check preferred stock unless the company expressly states that the stock will not be used for anti-takeover purposes and will not be issued without shareholder approval.
|
2.
|
“For” proposals mandating shareholder approval of blank check stock placement.
|
a)
|
The company has a five year return on investment greater than the relevant industry index,
|
b)
|
All directors and executive officers as a group beneficially own less than 10% of the outstanding stock, and
|
c)
|
No shareholder (or voting block) beneficially owns 15% or more of the company.
|
(1)
|
The resulting dilution of existing shares is less than (a) 15 percent of outstanding shares for large capital corporations or (b) 20 percent of outstanding shares for small-mid capital companies (companies having a market capitalization under one billion U.S. dollars).
|
(2)
|
The transfer of equity resulting from granting options at less than FMV is no greater than 3% of the over-all market capitalization of large capital corporations, or 5% of market cap for small-mid capital companies.
|
(3)
|
The plan does not contain express repricing provisions and, in the absence of an express statement that options will not be repriced; the company does not have a history of repricing options.
|
(4)
|
The plan does not grant options on super-voting stock.
|
1.
|
Proposals to limit benefits, pensions or compensation and
|
2.
|
Proposals that request or require disclosure of executive compensation greater than the disclosure required by Securities and Exchange Commission (SEC) regulations.
|
•
|
the election of board members with positions on either remuneration or audit committees;
|
•
|
the election of supervisory board members with too many supervisory board mandates;
|
•
|
“automatic” election of former board members into the supervisory board.
|
•
|
directly align the interests of members of management boards with those of shareholders;
|
•
|
establish challenging performance criteria to reward only above average performance;
|
•
|
measure performance by total shareholder return in relation to the market or a range of comparable companies;
|
•
|
are long-term in nature and encourage long-term ownership of the shares once exercised through minimum holding periods;
|
•
|
do not allow a repricing of the exercise price in stock option plans.
|
•
|
there is a significant misalignment between CEO pay and company performance;
|
•
|
the company maintains significant problematic pay practices;
|
•
|
the board exhibits a significant level of poor communication and responsiveness to shareholders.
|
1.
|
AM policy is to vote “against” shareholder proposals to force equal employment opportunity, affirmative action or board diversity.
|
2.
|
AM policy is also to vote “against” proposals to adopt the Mac Bride Principles. The Mac Bride Principles promote fair employment, specifically regarding religious discrimination.
|
1.
|
AM policy is to vote “against” adopting a pharmaceutical price restraint policy or reporting pricing policy changes.
|
2.
|
AM policy is to vote “against” shareholder proposals to control the use or labeling of and reporting on genetically engineered products.
|
1.
|
AM policy is to vote against shareholder proposals regarding the production or sale of military arms or nuclear or space-based weapons, including proposals seeking to dictate a company's interaction with a particular foreign country or agency.
|
2.
|
AM policy is to vote “against” shareholder proposals regarding political contributions and donations.
|
3.
|
AM policy is to vote “against” shareholder proposals regarding charitable contributions and donations.
|
1.
|
AM policy is to vote “against” shareholder proposals requesting additional standards or reporting requirements for tobacco companies as well as “against” requesting companies to report on the intentional manipulation of nicotine content.
|
2.
|
Shareholder requests to spin-off or restructure tobacco businesses will be opposed.
|
ITEM 8.
|
PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES
|
·
|
Joined Deutsche Asset Management in 1997 and the Fund in 2010.
|
·
|
Portfolio manager for Emerging Markets Equity and Germany Funds; CIO DIMA Branch: Frankfurt.
|
·
|
Previously served as assistant to fund manager in Latin American equities at Morgan Stanley, New York from 1994 to 1996.
|
·
|
BA, Towson University; MBA, Fordham University.
|
·
|
Joined Deutsche Asset Management in 2006 and the Fund in 2012.
|
·
|
Prior to that; served as a fund manager for Eastern European Equities at both Griffin Capital Management and at Warburg Invest; served as a consultant for Eastern European Projects at Belgian Bankers Academy; and served in International Operations at Central Bank of Turkmenistan.
|
·
|
BSc of Economics from Ural State University; Master’s Degree in Banking and Finance from University of Antwerp.
|
·
|
Quantitative measures (e.g. one-, three- and five-year pre-tax returns versus the benchmark and appropriate peer group, taking risk targets into account) are utilized to measure performance.
|
·
|
Qualitative measures (e.g. adherence to, as well as contributions to, the enhancement of the investment process) are included in the performance review.
|
·
|
Other factors (e.g. teamwork, adherence to compliance rules, risk management and "living the values" of Deutsche Asset Management) are included as part of a discretionary component of the review process, giving management the ability to consider additional markers of performance on a subjective basis.
|
Name of Portfolio Manager
|
Dollar Range of
Fund Shares Owned
|
Dollar Range of All DWS Fund Shares Owned
|
||||||
Rainer Vermehren
|
$ | 1 - $10,000 | $ | 1 - $10,000 | ||||
Odeniyaz Dzhaparov
|
- | - |
Name of Portfolio Manager
|
Number of Registered Investment Companies
|
Total Assets of Registered Investment Companies
|
Number of Investment Company Accounts with Performance Based Fee
|
Total Assets of Performance- Based Fee Accounts
|
||||||||||||
Rainer Vermehren
|
3 | $ | 909,800,000 | - | - | |||||||||||
Odeniyaz Dzhaparov
|
- | - | - | - |
Name of Portfolio Manager
|
Number of Pooled Investment Vehicles
|
Total Assets of Pooled Investment Vehicles
|
Number of Pooled Investment Vehicle Accounts with Performance-Based Fee
|
Total Assets of Performance- Based Fee Accounts
|
||||||||||||
Rainer Vermehren
|
- | - | - | - | ||||||||||||
Odeniyaz Dzhaparov
|
9 | $ | 1,671,700,000 | 1 | $ | 679,800,000 |
Name of Portfolio Manager
|
Number of Other Accounts
|
Total Assets of Other Accounts
|
Number of Other Accounts with Performance- Based Fee
|
Total Assets of Performance- Based Fee Accounts
|
||||||||||||
Rainer Vermehren
|
- | - | - | - | ||||||||||||
Odeniyaz Dzhaparov
|
- | - | - | - |
·
|
Certain investments may be appropriate for the Fund and also for other clients advised by the Advisor, including other client accounts managed by the Fund’s portfolio management team. Investment decisions for the Fund and other clients are made with a view to achieving their respective investment objectives and after consideration of such factors as their current holdings, availability of cash for investment and the size of their investments generally. A particular security may be bought or sold for only one client or in different amounts and at different times for more than one but less than all clients. Likewise, because clients of the Advisor may have differing investment strategies, a particular security may be bought for one or more clients when one or more other clients are selling the security. The investment results achieved for the Fund may differ from the results achieved for other clients of the Advisor. In addition, purchases or sales of the same security may be made for two or more clients on the same day. In such event, such transactions will be allocated among the clients in a manner believed by the Advisor to be most equitable to each client, generally utilizing a pro rata allocation methodology. In some cases, the allocation procedure could potentially have an adverse effect or positive effect on the price or amount of the securities purchased or sold by the Fund. Purchase and sale orders for the Fund may be combined with those of other clients of the Advisor in the interest of achieving the most favorable net results to the Fund and the other clients.
|
·
|
To the extent that a portfolio manager has responsibilities for managing multiple client accounts, a portfolio manager will need to divide time and attention among relevant accounts. The Advisor attempts to minimize these conflicts by aligning its portfolio management teams by investment strategy and by employing similar investment models across multiple client accounts.
|
·
|
In some cases, an apparent conflict may arise where the Advisor has an incentive, such as a performance-based fee, in managing one account and not with respect to other accounts it manages. The Advisor will not determine allocations based on whether it receives a performance-based fee from the client. Additionally, the Advisor has in place supervisory oversight processes to periodically monitor performance deviations for accounts with like strategies.
|
·
|
The Advisor and its affiliates and the investment team of each Fund may manage other mutual funds and separate accounts on a long only or a long-short basis. The simultaneous management of long and short portfolios creates potential conflicts of interest including the risk that short sale activity could adversely affect the market value of the long positions (and vice versa), the risk arising from sequential orders in long and short positions, and the risks associated with receiving opposing orders at the same time. The Advisor has adopted procedures that it believes are reasonably designed to mitigate these and other potential conflicts of interest. Included in these procedures are specific guidelines developed to provide fair and equitable treatment for all clients whose accounts are managed by each Fund’s portfolio management team. The Advisor and the portfolio management team have established monitoring procedures, a protocol for supervisory reviews, as well as compliance oversight to ensure that potential conflicts of interest relating to this type of activity are properly addressed.
|
ITEM 9.
|
PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS
|
|
(a)
|
(b)
|
(c)
|
(d)
|
||||||||||||
Period
|
Total Number of
Shares Purchased
|
Average Price Paid
per Share
|
Total Number of
Shares Purchased as
Part of Publicly Announced
Plans or Programs
|
Maximum Number of
Shares that May Yet Be
Purchased Under the
Plans or Programs
|
||||||||||||
November 1 through November 30
|
17,369 | $ | 32.76 | 17,369 | 478,113 | |||||||||||
December 1 through December 31
|
17,303 | $ | 30.31 | 17,303 | 460,810 | |||||||||||
January 1 through January 31
|
15,924 | $ | 30.59 | 15,924 | 444,886 | |||||||||||
February 1 through February 28
|
17,708 | $ | 34.40 | 17,708 | 427,178 | |||||||||||
March 1 through March 31
|
6,844 | $ | 35.12 | 6,844 | 420,334 | |||||||||||
April 1 through April 30
|
104,700 | $ | 32.95 | 104,700 | 315,634 | |||||||||||
May 1 through May 31
|
106,345 | $ | 29.42 | 106,345 | 209,289 | |||||||||||
June 1 through June 30
|
11,544 | $ | 29.14 | 11,544 | 197,745 | |||||||||||
July 1 through July 31
|
7,354 | $ | 30.85 | 7,354 | 190,391 | |||||||||||
August 1 through August 31
|
46,827 | $ | 31.78 | 46,827 | 653,173 | |||||||||||
September 1 through September 30
|
77,330 | $ | 33.77 | 77,330 | 575,843 | |||||||||||
October 1 through October 31
|
101,396 | $ | 33.80 | 101,396 | 474,447 | |||||||||||
Total
|
530,644 | $ | 32.22 | 530,644 | ||||||||||||
On July 18, 2011 the Fund announced that its Board of Directors has authorized the extension of the repurchase program permitting the Fund to repurchase of up to 700,000 shares during the period August 1, 2011- July 31, 2012.
|
||||||||||||||||
On July 18, 2012 the Fund announced that its Board of Directors has authorized the extension of the repurchase program permitting the Fund to repurchase of up to 700,000 shares during the period August 1, 2012- July 31, 2013.
|
||||||||||||||||
On July 18, 2012, the Fund announced that its Board of Directors has approved a series of up to four consecutive, semi-annual tender offers each up to 5% of the Fund's outstanding shares at a price equal to 98% of net asset value (NAV). Under the Fund's Discount Management Program, the Fund is required to conduct a tender offer if its shares trade at an average discount to net asset value of more than 10% during the applicable twelve-week measurement period. The first measurement period commenced on September 10, 2012 and expired on November 30, 2012. During the first measurement period, the Fund's shares traded at an average discount to NAV of 10.18%. Therefore the Fund will conduct a tender offer for up to 5% of its outstanding shares at the price equal to 98% of NAV. The tender is expected to commence on or about February 4, 2013.
|
ITEM 10.
|
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
|
There were no material changes to the procedures by which stockholders may recommend nominees to the Fund’s Board. The Nominating and Governance Committee will consider nominee candidates properly submitted by stockholders in accordance with applicable law, the Fund's Articles of Incorporation or By-laws, resolutions of the Board and the qualifications and procedures set forth in the Nominating and Governance Committee Charter and this proxy statement. The Nominating and Governance Committee's Charter requires that a stockholder or group of stockholders seeking to submit a nominee candidate (i) must have beneficially owned at least 5% of the Fund's common stock for at least two years, (ii) may submit only one nominee candidate for any particular meeting of stockholders, and (iii) may submit a nominee candidate for only an annual meeting or other meeting of stockholders at which directors will be elected. The stockholder or group of stockholders must provide notice of the proposed nominee pursuant to the requirements found in the Fund's By-laws. Generally, this notice must be received not less than 90 days nor more than 120 days prior to the first anniversary of the date of mailing of the notice for the preceding year's annual meeting. Such notice shall include the specific information required by the Fund's By-laws. The Nominating and Governance Committee will evaluate nominee candidates properly submitted by stockholders on the same basis as it considers and evaluates candidates recommended by other sources.
|
||
ITEM 11.
|
CONTROLS AND PROCEDURES
|
|
(a)
|
The Chief Executive and Financial Officers concluded that the Registrant’s Disclosure Controls and Procedures are effective based on the evaluation of the Disclosure Controls and Procedures as of a date within 90 days of the filing date of this report.
|
|
(b)
|
There have been no changes in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting.
|
|
ITEM 12.
|
EXHIBITS
|
|
(a)(1)
|
Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.
|
|
(a)(2)
|
Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.
|
|
(b)
|
Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.
|
Registrant:
|
The Central Europe and Russia Fund, Inc.
|
By:
|
/s/W. Douglas Beck
W. Douglas Beck
President
|
Date:
|
December 28, 2012
|
By:
|
/s/W. Douglas Beck
W. Douglas Beck
President
|
Date:
|
December 28, 2012
|
By:
|
/s/Paul Schubert
Paul Schubert
Chief Financial Officer and Treasurer
|
Date:
|
December 28, 2012
|
Page Number
|
I.
|
Overview |
This Principal Executive Officer and Principal Financial Officer Code of Ethics (“Officer Code”) sets forth the policies, practices, and values expected to be exhibited in the conduct of the Principal Executive Officers and Principal Financial Officers of the investment companies (“Funds”) they serve (“Covered Officers”). A list of Covered Officers and Funds is included on Appendix A.
The Boards of the Funds listed on Appendix A have elected to implement the Officer Code, pursuant to Section 406 of the Sarbanes-Oxley Act of 2002 and the SEC’s rules thereunder, to promote and demonstrate honest and ethical conduct in their Covered Officers.
Deutsche Asset Management, Inc. or its affiliates (“DeAM”) serves as the investment adviser to each Fund. All Covered Officers are also employees of DeAM or an affiliate. Thus, in addition to adhering to the Officer Code, these individuals must comply with DeAM policies and procedures, such as the DeAM Code of Ethics governing personal trading activities, as adopted pursuant to Rule 17j-1 under the Investment Company Act of 1940.1 In addition, such individuals also must comply with other applicable Fund policies and procedures.
The DeAM Compliance Officer, who shall not be a Covered Officer and who shall serve as such subject to the approval of the Fund’s Board (or committee thereof), is primarily responsible for implementing and enforcing this Code. The Compliance Officer has the authority to interpret this Officer Code and its applicability to particular circumstances. Any questions about the Officer Code should be directed to the DeAM Compliance Officer.
The DeAM Compliance Officer and his or her contact information can be found in Appendix A.
|
II.
|
Purposes of the Officer Code
|
The purposes of the Officer Code are to deter wrongdoing and to:
|
||
•
|
promote honest and ethical conduct among Covered Officers, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
|
•
|
promote full, fair, accurate, timely and understandable disclosures in reports and documents that the Funds file with or submit to the SEC (and in other public communications from the Funds) and that are within the Covered Officer’s responsibilities;
|
•
|
promote compliance with applicable laws, rules and regulations;
|
•
|
encourage the prompt internal reporting of violations of the Officer Code to the DeAM Compliance Officer; and
|
•
|
establish accountability for adherence to the Officer Code.
|
|
Any questions about the Officer Code should be referred to DeAM’s Compliance Officer. |
III.
|
Responsibilities of Covered Officers
|
A.
|
Honest and Ethical Conduct
|
|
It is the duty of every Covered Officer to encourage and demonstrate honest and ethical conduct, as well as adhere to and require adherence to the Officer Code and any other applicable policies and procedures designed to promote this behavior. Covered Officers must at all times conduct themselves with integrity and distinction, putting first the interests of the Fund(s) they serve. Covered Officers must be honest and candid while maintaining confidentiality of information where required by law, DeAM policy or Fund policy.
Covered Officers also must, at all times, act in good faith, responsibly and with due care, competence and diligence, without misrepresenting or being misleading about material facts or allowing their independent judgment to be subordinated. Covered Officers also should maintain skills appropriate and necessary for the performance of their duties for the Fund(s). Covered Officers also must responsibly use and control all Fund assets and resources entrusted to them.
Covered Officers may not retaliate against others for, or otherwise discourage the reporting of, actual or apparent violations of the Officer Code or applicable laws or regulations. Covered Officers should create an environment that encourages the exchange of information, including concerns of the type that this Code is designed to address.
|
B.
|
Conflicts of Interest
|
|
A “conflict of interest” occurs when a Covered Officer’s personal interests interfere with the interests of the Fund for which he or she serves as an officer. Covered Officers may not improperly use their position with a Fund for personal or private gain to themselves, their family, or any other person. Similarly, Covered Officers may not use their personal influence or personal relationships to influence decisions or other Fund business or operational matters where they would benefit personally at the Fund’s expense or to the Fund’s detriment. Covered Officers may not cause the Fund to take action, or refrain from taking action, for their personal benefit at the Fund’s expense or to the Fund’s detriment. Some examples of conflicts of interest follow (this is not an all-inclusive list): being in the position of supervising, reviewing or having any influence on the job evaluation, pay or benefit of any immediate family member who is an employee of a Fund service provider or is otherwise associated with the Fund; or having an ownership interest in, or having any consulting or employment relationship with, any Fund service provider other than DeAM or its affiliates.
Certain conflicts of interest covered by this Code arise out of the relationships between Covered Officers and the Fund that already are subject to conflict of interest provisions in the Investment Company Act and the Investment Advisers Act. For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Fund because of their status as “affiliated persons” of the Fund. Covered Officers must comply with applicable laws and regulations. Therefore, any violations of existing statutory and regulatory prohibitions on individual behavior could be considered a violation of this Code.
As to conflicts arising from, or as a result of the advisory relationship (or any other relationships) between the Fund and DeAM, of which the Covered Officers are also officers or employees, it is recognized by the Board that, subject to DeAM’s fiduciary duties to the Fund, the Covered Officers will in the normal course of their duties (whether formally for the Fund or for DeAM, or for both) be involved in establishing policies and implementing decisions which will have different effects on DeAM and the Fund. The Board recognizes that the participation of the Covered Officers in such activities is inherent in the contract relationship between the Fund and DeAM, and is consistent with the expectation of the Board of the performance by the Covered Officers of their duties as officers of the Fund.
Covered Officers should avoid actual conflicts of interest, and appearances of conflicts of interest, between the Covered Officer’s duties to the Fund and his or her personal interests beyond those contemplated or anticipated by applicable regulatory schemes. If a Covered Officer suspects or knows of a conflict or an appearance of one, the Covered Officer must immediately report the matter to the DeAM Compliance Officer. If a Covered Officer, in lieu of reporting such a matter to the DeAM Compliance Officer, may report the matter directly to the Fund’s Board (or committee thereof), as appropriate (e.g., if the conflict involves the DeAM Compliance Officer or the Covered Officer reasonably believes it would be futile to report the matter to the DeAM Compliance Officer).
When actual, apparent or suspected conflicts of interest arise in connection with a Covered Officer, DeAM personnel aware of the matter should promptly contact the DeAM Compliance Officer. There will be no reprisal or retaliation against the person reporting the matter.
Upon receipt of a report of a possible conflict, the DeAM Compliance Officer will take steps to determine whether a conflict exists. In so doing, the DeAM Compliance Officer may take any actions he or she determines to be appropriate in his or her sole discretion and may use all reasonable resources, including retaining or engaging legal counsel, accounting firms or other consultants, subject to applicable law.2 The costs associated with such actions may be borne by the Fund, if appropriate, after consultation with the Fund’s Board (or committee thereof). Otherwise, such costs will be borne by DeAM or other appropriate Fund service provider.
After full review of a report of a possible conflict of interest, the DeAM Compliance Officer may determine that no conflict or reasonable appearance of a conflict exists. If, however, the DeAM Compliance Officer determines that an actual conflict exists, the Compliance Officer will resolve the conflict solely in the interests of the Fund, and will report the conflict and its resolution to the Fund’s Board (or committee thereof). If the DeAM Compliance Officer determines that the appearance of a conflict exists, the DeAM Compliance Officer will take appropriate steps to remedy such appearance. In lieu of determining whether a conflict exists and/or resolving a conflict, the DeAM Compliance Officer instead may refer the matter to the Fund’s Board (or committee thereof), as appropriate. However, the DeAM Compliance Officer must refer the matter to the Fund’s Board (or committee thereof) if the DeAM Compliance Officer is directly involved in the conflict or under similar appropriate circumstances.
After responding to a report of a possible conflict of interest, the DeAM Compliance Officer will discuss the matter with the person reporting it (and with the Covered Officer at issue, if different) for purposes of educating those involved on conflicts of interests (including how to detect and avoid them, if appropriate).
Appropriate resolution of conflicts may restrict the personal activities of the Covered Officer and/or his family, friends or other persons.
Solely because a conflict is disclosed to the DeAM Compliance Officer (and/or the Board or Committee thereof) and/or resolved by the DeAM Compliance Officer does not mean that the conflict or its resolution constitutes a waiver from the Code’s requirements.
Any questions about conflicts of interests, including whether a particular situation might be a conflict or an appearance of one, should be directed to the DeAM Compliance Officer.
|
C.
|
Use of Personal Fund Shareholder Information
|
|
A Covered Officer may not use or disclose personal information about Fund shareholders, except in the performance of his or her duties for the Fund. Each Covered Officer also must abide by the Funds’ and DeAM’s privacy policies under SEC Regulation S-P.
|
D.
|
Public Communications
|
|
In connection with his or her responsibilities for or involvement with a Fund’s public communications and disclosure documents (e.g., shareholder reports, registration statements, press releases), each Covered Officer must provide information to Fund service providers (within the DeAM organization or otherwise) and to the Fund’s Board (and any committees thereof), independent auditors, government regulators and self-regulatory organizations that is fair, accurate, complete, objective, relevant, timely and understandable.
Further, within the scope of their duties, Covered Officers having direct or supervisory authority over Fund disclosure documents or other public Fund communications will, to the extent appropriate within their area of responsibility, endeavor to ensure full, fair, timely, accurate and understandable disclosure in Fund disclosure documents. Such Covered Officers will oversee, or appoint others to oversee, processes for the timely and accurate creation and review of all public reports and regulatory filings. Within the scope of his or her responsibilities as a Covered Officer, each Covered Officer also will familiarize himself or herself with the disclosure requirements applicable to the Fund, as well as the business and financial operations of the Fund. Each Covered Officer also will adhere to, and will promote adherence to, applicable disclosure controls, processes and procedures, including DeAM’s Disclosure Controls and Procedures, which govern the process by which Fund disclosure documents are created and reviewed.
To the extent that Covered Officers participate in the creation of a Fund’s books or records, they must do so in a way that promotes the accuracy, fairness and timeliness of those records.
|
E.
|
Compliance with Applicable Laws, Rules and Regulations
|
|
In connection with his or her duties and within the scope of his or her responsibilities as a Covered Officer, each Covered Officer must comply with governmental laws, rules and regulations, accounting standards, and Fund policies/procedures that apply to his or her role, responsibilities and duties with respect to the Funds (“Applicable Laws”). These requirements do not impose on Covered Officers any additional substantive duties. Additionally, Covered Officers should promote compliance with Applicable Laws.
If a Covered Officer knows of any material violations of Applicable Laws or suspects that such a violation may have occurred, the Covered Officer is expected to promptly report the matter to the DeAM Compliance Officer.
|
IV.
|
Violation Reporting
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A.
|
Overview
|
|
Each Covered Officer must promptly report to the DeAM Compliance Officer, and promote the reporting of, any known or suspected violations of the Officer Code. Failure to report a violation may be a violation of the Officer Code.
|
Examples of violations of the Officer Code include, but are not limited to, the following: | |||
•
|
Unethical or dishonest behavior
|
•
|
Obvious lack of adherence to policies surrounding review and approval of public communications and regulatory filings
|
•
|
Failure to report violations of the Officer Code
|
•
|
Known or obvious deviations from Applicable Laws
|
•
|
Failure to acknowledge and certify adherence to the Officer Code
|
The DeAM Compliance Officer has the authority to take any and all action he or she considers appropriate in his or her sole discretion to investigate known or suspected Code violations, including consulting with the Fund’s Board, the independent Board members, a Board committee, the Fund’s legal counsel and/or counsel to the independent Board members. The Compliance Officer also has the authority to use all reasonable resources to investigate violations, including retaining or engaging legal counsel, accounting firms or other consultants, subject to applicable law.3 The costs associated with such actions may be borne by the Fund, if appropriate, after consultation with the Fund’s Board (or committee thereof). Otherwise, such costs will be borne by DeAM. |
|
B.
|
How to Report
|
Any known or suspected violations of the Officer Code must be promptly reported to the DeAM Compliance Officer.
|
C.
|
Process for Violation Reporting to the Fund Board
|
|
The DeAM Compliance Officer will promptly report any violations of the Code to the Fund’s Board (or committee thereof).
|
D.
|
Sanctions for Code Violations
|
|
Violations of the Code will be taken seriously. In response to reported or otherwise known violations, DeAM and the relevant Fund’s Board may impose sanctions within the scope of their respective authority over the Covered Officer at issue. Sanctions imposed by DeAM could include termination of employment. Sanctions imposed by a Fund’s Board could include termination of association with the Fund.
|
V.
|
Waivers from the Officer Code
|
A Covered Officer may request a waiver from the Officer Code by transmitting a written request for a waiver to the DeAM Compliance Officer.4 The request must include the rationale for the request and must explain how the waiver would be in furtherance of the standards of conduct described in and underlying purposes of the Officer Code. The DeAM Compliance Officer will present this information to the Fund’s Board (or committee thereof). The Board (or committee) will determine whether to grant the requested waiver. If the Board (or committee) grants the requested waiver, the DeAM Compliance Officer thereafter will monitor the activities subject to the waiver, as appropriate, and will promptly report to the Fund’s Board (or committee thereof) regarding such activities, as appropriate.
The DeAM Compliance Officer will coordinate and facilitate any required public disclosures of any waivers granted or any implicit waivers.
|
VI.
|
Amendments to the Code
|
The DeAM Compliance Officer will review the Officer Code from time to time for its continued appropriateness and will propose any amendments to the Fund’s Board (or committee thereof) on a timely basis. In addition, the Board (or committee thereof) will review the Officer Code at least annually for its continued appropriateness and may amend the Code as necessary or appropriate.
The DeAM Compliance Officer will coordinate and facilitate any required public disclosures of Code amendments.
|
VII.
|
Acknowledgement and Certification of Adherence to the Officer Code
|
Each Covered Officer must sign a statement upon appointment as a Covered Officer and annually thereafter acknowledging that he or she has received and read the Officer Code, as amended or updated, and confirming that he or she has complied with it (see Appendix B: Acknowledgement and Certification of Obligations Under the Officer Code).
Understanding and complying with the Officer Code and truthfully completing the Acknowledgement and Certification Form is each Covered Officer’s obligation.
The DeAM Compliance Officer will maintain such Acknowledgements in the Fund’s books and records.
|
VIII.
|
Scope of Responsibilities
|
A Covered Officer’s responsibilities under the Officer Code are limited to:
|
(1)
|
Fund matters over which the Officer has direct responsibility or control, matters in which the Officer routinely participates, and matters with which the Officer is otherwise involved (i.e., matters within the scope of the Covered Officer’s responsibilities as a Fund officer); and
|
(2)
|
Fund matters of which the Officer has actual knowledge.
|
IX.
|
Recordkeeping
|
The DeAM Compliance Officer will create and maintain appropriate records regarding the implementation and operation of the Officer Code, including records relating to conflicts of interest determinations and investigations of possible Code violations.
|
X.
|
Confidentiality
|
All reports and records prepared or maintained pursuant to this Officer Code shall be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Officer Code, such matters shall not be disclosed to anyone other than the DeAM Compliance Officer, the Fund’s Board (or committee thereof), legal counsel, independent auditors, and any consultants engaged by the Compliance Officer.
|
Fund Board
|
Principal Executive Officers
|
Principal Financial Officers
|
Treasurer
|
DWS Funds
|
Douglas Beck
|
Paul Schubert
|
Paul Schubert
|
Germany*
|
Douglas Beck
|
Paul Schubert
|
Paul Schubert
|
As of: | June 1, 2011 |
Print Name
|
Department
|
Location
|
Telephone
|
1.
|
I acknowledge and certify that I am a Covered Officer under the DWS Investments Principal Executive and Financial Officer Code of Ethics (“Officer Code”), and therefore subject to all of its requirements and provisions.
|
2.
|
I have received and read the Officer Code and I understand the requirements and provisions set forth in the Officer Code.
|
3.
|
I have disclosed any conflicts of interest of which I am aware to the DeAM Compliance Officer.
|
4.
|
I will act in the best interest of the Funds for which I serve as an officer and have maintained the confidentiality of personal information about Fund shareholders.
|
5.
|
I will report any known or suspected violations of the Officer Code in a timely manner to the DeAM Compliance Officer.
|
Signature | Date |
Print Name
|
Department
|
Location
|
Telephone
|
1.
|
I acknowledge and certify that I am a Covered Officer under the DWS Investments Principal Executive and Financial Officer Code of Ethics (“Officer Code”), and therefore subject to all of its requirements and provisions.
|
2.
|
I have received and read the Officer Code, and I understand the requirements and provisions set forth in the Officer Code.
|
3.
|
I have adhered to the Officer Code.
|
4.
|
I have not knowingly been a party to any conflict of interest, nor have I had actual knowledge about actual or apparent conflicts of interest that I did not report to the DeAM Compliance Officer in accordance with the Officer Code’s requirements.
|
5.
|
I have acted in the best interest of the Funds for which I serve as an officer and have maintained the confidentiality of personal information about Fund shareholders.
|
6.
|
With respect to the duties I perform for the Fund as a Fund officer, I believe that effective processes are in place to create and file public reports and documents in accordance with applicable regulations.
|
7.
|
With respect to the duties I perform for the Fund as a Fund officer, I have complied to the best of my knowledge with all Applicable Laws (as that term is defined in the Officer Code) and have appropriately monitored those persons under my supervision for compliance with Applicable Laws.
|
8.
|
I have reported any known or suspected violations of the Officer Code in a timely manner to the DeAM Compliance Officer.
|
Signature | Date |
1.
|
I have reviewed this report, filed on behalf of The Central Europe and Russia Fund, Inc., on Form N-CSR;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
December 28, 2012
|
/s/W. Douglas Beck
|
W. Douglas Beck
|
|
President
|
1.
|
I have reviewed this report, filed on behalf of The Central Europe and Russia Fund, Inc., on Form N-CSR;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
December 28, 2012
|
/s/Paul Schubert
|
Paul Schubert
|
|
Chief Financial Officer and Treasurer
|
1.
|
I have reviewed this report, filed on behalf of The Central Europe and Russia Fund, Inc., on Form N-CSR;
|
2.
|
Based on my knowledge and pursuant to 18 U.S.C. § 1350, the periodic report on Form N-CSR (the “Report”) fully complies with the requirements of § 13 (a) or § 15 (d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
1.
|
I have reviewed this report, filed on behalf of The Central Europe and Russia Fund, Inc., on Form N-CSR;
|
2.
|
Based on my knowledge and pursuant to 18 U.S.C. § 1350, the periodic report on Form N-CSR (the “Report”) fully complies with the requirements of § 13 (a) or § 15 (d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
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