<DOCUMENT>
<TYPE>EX-99.77H CHNG CNTRL
<SEQUENCE>4
<FILENAME>mgmtxfer.txt
<DESCRIPTION>TRANSFER OF MANAGEMENT
<TEXT>
              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.

<PAGE>

            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 NEW GERMANY FUND, INC.


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


-2-
</TEXT>
</DOCUMENT>
