EXHIBIT (2)(g)
AGREEMENT REGARDING TRANSFER OF MANAGEMENT AGREEMENT
This Agreement, dated as of September 1, 2004, between Deutsche Bank
Securities Inc. ("DBSI") and Deutsche Investment Management Americas Inc.
("DIMA").
WHEREAS, DBSI is transferring its asset management operations to DIMA
and in connection therewith wishes to transfer to DIMA its rights and
obligations under the Management Agreement, dated as of August 31, 1990 (the
"Management Agreement"), between DBSI and The Germany Fund, Inc., a registered
management investment company (the "Fund");
WHEREAS, DIMA wishes to accept DBSI's rights and assume its obligations
under the Management Agreement;
WHEREAS, the proposed Management Agreement transfer is intended not to
constitute an "assignment" for purposes of the Investment Company Act of 1940 in
reliance on Rule 2a-6 under that Act;
WHEREAS, Deutsche Asset Management International GmbH (formerly DB
Capital Management International GmbH) ("DeAMI") wishes to confirm its
acceptance of the transfer as not affecting the continuing effectiveness of the
Investment Advisory Agreement, dated as of August 31, 1990 (the "Advisory
Agreement"), between the Fund and DeAMI; and
WHEREAS, this Agreement has been approved by the Board of Directors of
the Fund.
W I T N E S S E T H :
1. Transfer. Upon the Effective Date (as defined below), DBSI hereby
transfers and assigns to DIMA all of its rights and obligations under the
Management Agreement, and DIMA hereby accepts such transfer and assignment,
assumes such obligations and agrees to be bound by all the terms and conditions
thereof as though it were substituted for DBSI as an original party thereto.
2. Continuance of Advisory Agreement. DeAMI and the Fund each hereby
confirms that the transfer, assignment, assumption and agreement described in
Section 1 shall not be considered an assignment or termination of the Management
Agreement for purposes of the last paragraph of Section 6.1 of the Investment
Advisory Agreement, and that from the Effective Date references in the Advisory
Agreement to "Management Agreement" shall be to the Management Agreement as
transferred pursuant to this Agreement and references to "DBCC" (the former
DBSI) shall be to DIMA.
3. Effective Date. The transfer contemplated in Section 1 shall become
effective upon the later of (a) the date hereof, or (b) the acceptance and
approval of this Agreement by the Fund.
4. Counterparts. This Agreement may be signed in counterparts, all of
which shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed upon their behalf as of the date set forth above.
DEUTSCHE BANK SECURITIES DEUTSCHE INVESTMENT
INC. MANAGEMENT AMERICAS INC.
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxx Xxxx
---------------------------- -----------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxx Xxxx
Title: Managing Director Title: Assistant Secretary
DEUTSCHE BANK SECURITIES
INC.
By: /s/ X. Xxxxxxxxx
----------------------------
Name: X. Xxxxxxxxx
Title: Director
Accepted and approved
As of the date set forth above:
DEUTSCHE ASSET MANAGEMENT INTERNATIONAL GmbH
By: /s/ Xxxxxx Xxxxxxx /s/ Xxxxxxxxxx Xxxxxxx
------------------------------------------------------
Name: Xx. Xxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx
Title: Managing Director Managing Director
THE GERMANY FUND, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Secretary
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