<DOCUMENT>
<TYPE>EX-99.D.4
<SEQUENCE>6
<FILENAME>y93068a2exv99wdw4.txt
<DESCRIPTION>FORM OF INFORMATION AGANT AGREEMENT
<TEXT>
<PAGE>
                          (GEORGESON SHAREHOLDER LOGO)


                                                               Exhibit (2)(d)(4)

                                February 12, 2004

Central Europe and Russia Fund, Inc.
c/o Deutsche Asset Management
345 Park Avenue
New York, NY 10154


            Re:   Letter of Agreement

Gentlemen:

This Letter of Agreement, including the Appendix attached hereto (collectively,
this "Agreement"), sets forth the terms and conditions of the engagement of
Georgeson Shareholder Communications Inc. ("GSC") by Central Europe and Russia
Fund, Inc. (the "Company") to act as Information Agent in connection with its
upcoming Rights Offer (the "Offer"). The term of the Agreement shall be the term
of the Offer, including any extensions thereof.

      (a)   Services. GSC shall perform the services described in the Fees &
            Services Schedule attached hereto as Appendix I (collectively, the
            "Services").

      (b)   Fees. In consideration of GSC's performance of the Services, the
            Company shall pay GSC the amounts, and pursuant to the terms, set
            forth on the Fees & Services Schedule attached hereto as Appendix I.

      (c)   Expenses. In connection with GSC's performance of the Services, and
            in addition to the fees and charges discussed in paragraphs (b) and
            (d) hereof, the Company agrees that it shall be solely responsible
            for the following costs and expenses, and that the Company shall, at
            GSC's sole discretion, (i) reimburse GSC for such costs and expenses
            actually incurred by GSC, (ii) pay such costs and expenses directly
            and/or (iii) advance sufficient funds to GSC for payment of such
            costs and expenses:

            -     expenses incidental to the Offer, including postage and
                  freight charges incurred in delivering Offer materials;

            -     expenses incurred by GSC in working with its agents or other
                  parties involved in the Offer, including charges for bank
                  threshold lists, data processing, telephone directory
                  assistance, facsimile transmissions or other forms of
                  electronic communication;

            -     expenses incurred by GSC at the Company's request or for the
                  Company's convenience, including copying expenses, expenses
                  relating to the printing of additional and/or supplemental
                  material and travel expenses of GSC's executives;
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Central Europe and Russia Fund, Inc.
February 12, 2004
Page 2

            -     any other fees and expenses authorized by the Company and
                  resulting from extraordinary contingencies which arise during
                  the course of the Offer, including fees and expenses for
                  advertising (including production and posting), media
                  relations, stock watch and analytical services.

      (d)   Custodial Charges. GSC agrees to check, itemize and pay on the
            Company's behalf the charges of brokers and banks, with the
            exception of ADP Proxy Services and Prudential Securities which will
            bill the Company directly, for forwarding the Company's offering
            material to beneficial owners. The Company agrees to provide GSC,
            prior to the commencement of the initial distribution of offering
            materials to such brokers and banks, with a preliminary payment
            equal to 75% of GSC's good faith estimate of the charges which shall
            be assessed by such brokers and banks for two distributions of such
            materials. The Company shall pay GSC an administrative fee of five
            dollars ($5.00) for each broker and bank invoice paid by GSC on the
            Company's behalf. If the Company prefers to pay these bills
            directly, please strike out and initial this clause before returning
            the executed Agreement.

      (e)   Compliance with Applicable Laws. The Company and GSC hereby
            represent to one another that each shall use its best efforts to
            comply with all applicable laws relating to the Offer, including,
            without limitation, the Securities Exchange Act of 1934, as amended,
            and the rules and regulations promulgated thereunder.

      (f)   Indemnification. The Company agrees to indemnify and hold harmless
            GSC and its stockholders, officers, directors, employees, agents and
            affiliates against any and all claims, costs, damages, liabilities,
            judgments and expenses, including the fees, costs and expenses of
            counsel retained by GSC, which result from claims, actions, suits,
            subpoenas, demands or other proceedings brought against or involving
            GSC which directly relate to or arise out of GSC's performance of
            the Services (except for costs, damages, liabilities, judgments or
            expenses which shall have been determined by a court of law pursuant
            to a final and nonappealable judgment to have directly resulted from
            GSC's gross negligence or intentional misconduct). In addition, the
            prevailing party shall be entitled to reasonable attorneys' fees and
            court costs in any action between the parties to enforce the
            provisions of this Agreement, including the indemnification rights
            contained in this paragraph. The indemnity obligations set forth in
            this paragraph shall survive the termination of this Agreement.

      (g)   Governing Law. This Agreement shall be governed by the substantive
            laws of the State of New York without regard to its principles of
            conflicts of laws, and shall not be modified in any way, unless
            pursuant to a written agreement which has been executed by each of
            the parties hereto. The parties agree that any and all disputes,
            controversies or claims arising out of
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Central Europe and Russia Fund, Inc.
February 12, 2004
Page 3

            or relating to this Agreement (including any breach hereof) shall be
            subject to the jurisdiction of the federal and state courts in New
            York County, New York and the parties hereby waive any defenses on
            the grounds of lack of personal jurisdiction of such courts,
            improper venue or forum non conveniens.

      (h)   Exclusivity. The Company agrees and acknowledges that GSC shall be
            the sole Information Agent retained by the Company in connection
            with the Offer, and that the Company shall refrain from engaging any
            other Information Agent to render any Services, in a consultative
            capacity or otherwise, in relation to the Offer.

      (i)   Additional Services. In addition to the Services, the Company may
            from time to time request that GSC provide it with certain
            additional consulting or other services. The Company agrees that
            GSC's provision of such additional services shall be governed by the
            terms of a separate agreement to be entered into by the parties at
            such time or times, and that the fees charged in connection
            therewith shall be at GSC's then-current rates.

      (j)   Confidentiality. GSC agrees to preserve the confidentiality of (i)
            all material non-public information provided by the Company or its
            agents for GSC's use in fulfilling its obligations hereunder and
            (ii) any information developed by GSC based upon such material
            non-public information (collectively, "Confidential Information").
            For purposes of this Agreement, Confidential Information shall not
            be deemed to include any information which (w) is or becomes
            generally available to the public in accordance with law other than
            as a result of a disclosure by GSC or any of its officers,
            directors, employees, agents or affiliates; (x) was available to GSC
            on a nonconfidential basis and in accordance with law prior to its
            disclosure to GSC by the Company; (y) becomes available to GSC on a
            nonconfidential basis and in accordance with law from a person other
            than the Company or any of its officers, directors, employees,
            agents or affiliates who is not otherwise bound by a confidentiality
            agreement with the Company or is not otherwise prohibited from
            transmitting such information to a third party; or (z) was
            independently and lawfully developed by GSC based on information
            described in clauses (w), (x) or (y) of this paragraph. The Company
            agrees that all reports, documents and other work product provided
            to the Company by GSC pursuant to the terms of this Agreement are
            for the exclusive use of the Company and may not be disclosed to any
            other person or entity without the prior written consent of GSC. The
            confidentiality obligations set forth in this paragraph shall
            survive the termination of this Agreement.


      (k)   Entire Agreement; Appendix. This Agreement constitutes the entire
            agreement and supersedes all prior agreements and understandings,
            both written and oral, among the parties hereto with respect to the
            subject matter
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Central Europe and Russia Fund, Inc.
February 12, 2004
Page 4
            hereof. The Appendix to this Agreement shall be deemed to be
            incorporated herein by reference as if fully set forth herein. This
            Agreement shall be binding upon all successors to the Company (by
            operation of law or otherwise).

      IF THE ABOVE IS AGREED TO BY YOU, PLEASE EXECUTE AND RETURN THE ENCLOSED
      DUPLICATE OF THIS AGREEMENT TO GEORGESON SHAREHOLDER COMMUNICATIONS INC.,
      17 STATE STREET - 10TH FLOOR, NEW YORK, NEW YORK 10004, ATTENTION: MARCY
      ROTH, CONTRACT ADMINISTRATOR.


                                      Sincerely,

                                      GEORGESON SHAREHOLDER
                                      COMMUNICATIONS INC.

                                      By:
                                          --------------------------------
                                                  Keith T. Haynes

                                      Title:
                                               Senior Managing Director
                                          --------------------------------

Agreed to and accepted as of
the date first set forth above:

CENTRAL EUROPE AND RUSSIA FUND, INC.

By:
    --------------------------------


Title:
      --------------------------------
<PAGE>
                                                                      APPENDIX I

                            FEES & SERVICES SCHEDULE

BASE SERVICES                                                            $5,000
-------------                                                            -------

-     Advance review of Offer documents

-     Advice and Consultation with respect to set up and progress of Offer


-     Strategic advice relating to the Offer

-     Assistance in preparation of advertisements and news releases

-     Dissemination of Offer documents to bank and broker community

-     Communication with bank and broker community during Offer period

ADDITIONAL SERVICES

-     Direct telephone communication with retail (i.e., registered and NOBO
      shareholders)                                                          TBD
                                                                            ----
            - $5.00 per completed call (incoming and outgoing)


NOTE: The foregoing fees are exclusive of reimbursable expenses and custodial
charges as described in paragraphs (c) and (d) of this Agreement. In addition,
the Company will be charged a fee of $1,000 if the Offer is extended for any
reason.



                            FEE PAYMENT INSTRUCTIONS

The Company shall pay GSC as follows:

-     Upon execution of this Agreement, the Company shall pay GSC $2,500, which
      amount is in consideration of GSC's commitment to represent the Company
      and is non-refundable;

-     If applicable, immediately prior to the commencement of the mailing, the
      Company shall advance to GSC a portion of anticipated custodial charges;
      and

-     Upon completion of the Offer, the Company shall pay GSC the sum of (i)
      $2,500, (ii) any variable fees for Additional Services (e.g., telephone
      calls) which shall have accrued over the course of the Offer, (iii) the
      Success Fee, if earned and (iv) all reimbursable expenses.

GSC will send the Company an invoice for each of the foregoing payments.

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