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/ DANIEL O. HIRSCH                       By:/s/ JOHN LAMB
    ----------------------------                        ---------------
     Name: Daniel O. Hirsch                    Name: John Lamb
     Title: Managing Director                  Title: Assistant Secretary


DEUTSCHE BANK SECURITIES
INC.


By: /s/ S. SCHAUFLER
   ---------------------------------
      Name: S. Schaufler
      Title: Director

Accepted and approved
As of the date set forth above:

DEUTSCHE ASSET MANAGEMENT INTERNATIONAL GmbH


By: /s/ MARCUS GOERING                      /s/ CHRISTOPHE BERNARD
     Name: Dr. Marcus Goering       Christophe Bernard
     Title: Managing Director       Managing Director

THE GERMANY FUND, INC.


By: /s/ BRUCE A/ ROSENBLUM
     Name: Bruce A. Rosenblum
     Title: Secretary