PRINCETON ADMINISTRATORS, L.P.          800 Scudders Mill Road- Section 1B
                                        Plainsboro, New Jersey 08536




July 21, 2006

Mr. Gregory R. Seward
Franklin Templeton Services, LLC
500 Broward Blvd.
STE 1200
Fort Lauderdale, FL 33394-3091

                Re: SUB-ADMINISTRATION AGREEMENT: TEMPLETON RUSSIA FUND, INC.

Dear Mr. Seward:

     As you may know, on February 15, 2006,  BlackRock,  Inc.  ("BlackRock") and
Merrill Lynch & Co.,  Inc.  ("Merrill  Lynch")  announced  that Merrill  Lynch's
investment  management  business,  Merrill Lynch Investment  Managers,  L.P. and
certain of its affiliates, including Princeton Administrators, L.P. will combine
with BlackRock,  one of the largest publicly traded investment  management firms
in the United States.  We anticipate that the transaction  will close at the end
of the third quarter of 2006.

     Reference is made to your Sub-Administration Agreement, dated June 15, 1995
(the  "Sub-Administration  Agreement")  between  Templeton Russia Fund, Inc. and
Princeton  Administrators,  L.P. (the  "Administrator"0.  In connection with the
transaction  described  in  the  first  paragraph,  the  business  of  Princeton
Administrators,  L.P. will be transferred to the new BlackRock.  As part of this
transaction,  your  Sub-Administration  Agreement  is expected to be assigned to
BlackRock. Because the transaction maybe deemed to result in a change in control
of the  Administrator,  we are seeking your written consent to the assignment of
your  Sub-Administration  Agreement and the waiver of the provision in Article 6
of the  Sub-Administration  Agreement  which  states that such  agreement  shall
automatically   terminate  in  the  event  of  its   assignment.   So  that  the
Administrator's successor entity may continue to serve you after the combination
described  above occurs,  please indicate your consent and waiver by signing and
dating one of the copies of this letter and  returning it to us in the enclosed,
self-addressed envelope as soon as possible. You, of course, will continue to be
able to terminate your Agreement at any time without penalty upon 60 days' prior
written notice to the Administrator.

     If you have any  questions  or  require  additional  information  about the
transaction or the services to be provided  under the Agreement,  please contact
me at (609) 282-7085.

Very truly yours,

/s/DONALD C. BURKE

Donald C. Burke
Senior Vice President
Princeton Administrators, L.P.





The  undersigned  hereby  consents to the  assignment of the  Sub-Administration
Agreement  between  Templeton  Russia Fund,  Inc. and Princeton  Administrators,
L.P., dated June 15, 1995 and the waiver of the above noted provision in Article
6 of the  Sub-Administration  Agreement  in  connection  with  BlackRock  Inc.'s
combination  with Merrill  Lynch  Investment  Managers,  L.P. and certain of its
affiliates, including Princeton Administrators, L.P.

Templeton Russia Fund, Inc.
(renamed Templeton Russia and East European Fund, Inc.)


Print Name:  Jimmy D. Gambill
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Title Designation:  Senior Vice President and
                    Chief Executive Officer -
                    Finance and Administration
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Signature: /s/JIMMY D. GAMBILL
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