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 March 6, 1990 (the
"Management Agreement"), between DBSI and The Central Europe and Russia Fund,
Inc. (formerly, The Future 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 March 6, 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 A/ XXXXXXXXX
Name: Xxxxx X. Xxxxxxxxx
Title: Secretary
