PRINCETON ADMINISTRATORS, L.P. 000 Xxxxxxxx Xxxx Xxxx- Xxxxxxx 0X
Xxxxxxxxxx, Xxx Xxxxxx 00000
July 21, 2006
Xx. Xxxxxxx X. Xxxxxx
Xxxxxxxx Xxxxxxxxx Services, LLC
000 Xxxxxxx Xxxx.
STE 0000
Xxxx Xxxxxxxxxx, XX 00000-3091
Re: SUB-ADMINISTRATION AGREEMENT: XXXXXXXXX RUSSIA FUND, INC.
Dear Xx. Xxxxxx:
As you may know, on February 15, 2006, BlackRock, Inc. ("BlackRock") and
Xxxxxxx Xxxxx & Co., Inc. ("Xxxxxxx Xxxxx") announced that Xxxxxxx Xxxxx'x
investment management business, Xxxxxxx Xxxxx 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 Xxxxxxxxx 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 (000) 000-0000.
Very truly yours,
/s/XXXXXX X. XXXXX
Xxxxxx X. Xxxxx
Senior Vice President
Princeton Administrators, L.P.
The undersigned hereby consents to the assignment of the Sub-Administration
Agreement between Xxxxxxxxx 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 Xxxxxxx Xxxxx Investment Managers, L.P. and certain of its
affiliates, including Princeton Administrators, X.X.
Xxxxxxxxx Russia Fund, Inc.
(renamed Xxxxxxxxx Russia and East European Fund, Inc.)
Print Name: Xxxxx X. Xxxxxxx
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Title Designation: Senior Vice President and
Chief Executive Officer -
Finance and Administration
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Signature: /s/XXXXX X. XXXXXXX
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