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FORM OF
- AUTHORIZED PARTICIPANT AGREEMENT -
This Authorized Participant Agreement (the "Agreement") is entered into by
and among THE COUNTRYBASKETS INDEX FUND, INC. (the "Fund"), ALPS MUTUAL
FUNDS SERVICES, INC. (the "Distributor"), STATE STREET BANK AND TRUST
COMPANY, AS INDEX RECEIPT AGENT, CUSTODIAN AND TRANSFER AGENT ("State
Street Bank"), and ______________________________ (the "Participant"). The
Distributor has been retained to provide services as principal underwriter
of the Fund acting on an agency basis in connection with the sale and
distribution of shares of common stock, par value $.001 per share
(sometimes referred to each as a "CB ShareSM" and collectively as the "CB
Shares(TM)"), of the series of the Fund (each a "Series") named on Annex I
hereto. State Street Bank serves as Custodian and Transfer Agent of the
Fund and is an Index Receipt Agent as that term is defined in the rules of
the National Securities Clearing Corporation ("NSCC"). As specified in the
Fund's prospectus included as part of its registration statement on Form N-
1A (No. 33-85710), the CB Shares(TM) of any Series offered thereby may be
purchased or redeemed only in aggregations of a specified number of CB
Shares(TM), referred to therein and herein as a "Creation Unit". The
number of CB Shares(TM) presently constituting a Creation Unit of each
Series is set forth in Annex I. The Fund's prospectus and statement of
additional information ("SAI") provide that Creation Units shall be sold in
exchange for a Fund Deposit, consisting of a Fund Basket and a Cash
Component, delivered to the Fund by the Participant for its own account or
acting on behalf of another party in accordance with and subject to the
terms and conditions set forth therein and that CB Shares may be redeemed
only in Creation Unit aggregations generally for a Fund Basket and a
minimal cash redemption payment. References to the Fund prospectus and the
SAI are to the then current prospectus and SAI as each may be supplemented
or amended from time to time. Capitalized terms not otherwise defined
herein are used herein as defined in the Fund prospectus or SAI (as the
case may be). This Agreement is intended to set forth certain premises and
the procedures by which the Participant may acquire and/or redeem Creation
Unit size aggregations of Fund shares (i) of each Series through the
facilities of The Depository Trust Company ("DTC"), as described herein,
and (ii) of the US Index Series through the Continuous Net Settlement
("CNS") clearing processes of NSCC as such processes have been enhanced to
effect purchases and redemptions of Creation Units, such processes being
referred to herein as the "CB Shares Clearing Process."
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The parties hereto in consideration of the premises and of the mutual
agreements contained herein agree as follows:
1. STATUS OF PARTICIPANT. The Participant hereby represents, covenants
and warrants that (i) with respect to orders for the purchase or
requests for redemption of Creation Units of the U.S. Index Series by
means of the CB Shares Clearing Process, it is a member of NSCC and a
participant in the CNS System of NSCC and a DTC Participant, (ii)
that it is a U.S. resident for purposes of income taxation and (iii)
with respect to orders for the purchase or requests for redemption of
Creation Unit size aggregations of Fund shares of any Series other
than the U.S. Index Series, it is a DTC Participant. The Participant
may place orders for the purchase or redemption of Creation Unit size
aggregations of Fund shares subject to the procedures for purchase
and redemption referred to in paragraph 2 of this Agreement
("Execution of Orders; NSCC") and the provisions of Annex II hereto,
either, in the case of the US Index Series, by means of the CB Shares
Clearing Process, or in the case of any Series, outside the CB Shares
Clearing Process. Any change in the foregoing status of the
Participant shall terminate this Agreement and Participant shall give
prompt written notice to the Fund, State Street Bank and the
Distributor of such change.
2. EXECUTION OF ORDERS; NSCC. All orders for the purchase or redemption
of Creation Units shall be handled in accordance with the terms of
the Fund prospectus and SAI and the procedures described in Annex II
to this Agreement and shall require the timely execution and delivery
of an appropriate notice of intention (except in the case of the U.S.
Index Series) to place an order, purchase order or redemption
request, as the case may be, substantially in the forms set forth in
Annex III, IV and V hereto respectively. Each party hereto agrees to
comply with the provisions of such documents to the extent applicable
to it. In the event the procedures include the use of recorded
telephone lines, the Participant hereby consents to such use. The
Participant understands and agrees that Beneficial Owners may submit
requests for redemption on each day that the New York Stock Exchange
is open for trading and that the Participant is prepared to process
such requests, as provided herein and in the Fund prospectus and SAI.
The Fund reserves the right to issue additional or other procedures
relating to the manner of purchase or redemption of Creation Units,
and the Distributor, State Street Bank and the Participant each
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agrees to comply with such procedures as may be issued from time to
time which are applicable to it respectively.
Solely with respect to orders for the purchase or requests for the
redemption of Creation Units of the US Index Series through the CB
Shares Clearing Process, the Participant hereby authorizes State
Street Bank to transmit to NSCC on behalf of the Participant such
instructions, including share amounts of Fund Basket securities and
cash amounts, as are necessary with respect to the purchase and
redemption of Creation Units, consistent with the instructions issued
by the Participant to the CB Share telephone representative (the "CB
Share Telephone Representative"). The Participant agrees to be bound
by the terms of such instructions issued by State Street Bank and
reported to NSCC as though such instructions were issued by the
Participant directly to NSCC.
3. ROLE OF PARTICIPANT. (a) The Participant shall have no authority in
any transaction to act as agent of the Distributor, the Fund or State
Street Bank.
(b) By executing this Agreement, the Participant agrees in connection
with any purchase or redemption transactions in which it acts for a
customer or for any other DTC Participant or indirect DTC
Participant, or any Beneficial Owner, that it shall extend to any
such party all of the rights, and shall be bound by all of the
obligations of an NSCC participant if the CB Shares Clearing Process
is used and of a DTC Participant in addition to any obligations that
it undertakes hereunder or in accordance with the Fund prospectus and
SAI.
4. AUTHORIZED PERSONS. Concurrently with the execution of this
Agreement and from time to time thereafter, the Participant shall
deliver to the Fund, with copies to State Street Bank and the
Distributor, duly certified as appropriate by its Secretary or other
duly authorized official, a certificate setting forth the names and
signatures of all persons authorized to give instructions relating to
activity contemplated hereby or any other notice, request or
instruction on behalf of the Participant (each an "Authorized
Person"). Such certificate may be accepted and relied upon by the
Fund, the Distributor and State Street Bank as conclusive evidence of
the facts set forth therein and shall be considered to be in full
force and effect until delivery to the Fund, the Distributor and
State
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Street Bank of a superseding certificate bearing a subsequent date.
The Distributor shall issue to each Authorized Person a unique
personal identification number ("PIN Number") by which such
Authorized Person and the Participant shall be identified and
instructions issued by the Participant hereunder shall be
authenticated. The PIN number shall be kept confidential and only
provided to Authorized Persons. Upon the termination or revocation
of authority of such Authorized Person by the Participant, the
Participant shall give immediate written notice of such fact to the
Fund, the Distributor and State Street Bank and such notice shall be
effective upon receipt by the Fund, the Distributor and State Street
Bank.
5. PURCHASE. (a)The Participant understands and agrees that in the case
of each Series other than the US Index Series, the Fund has caused
the Custodian to maintain with the applicable subcustodian for such
Series an account in the relevant foreign jurisdiction to which the
Participant shall deliver or cause to be delivered in connection with
the purchase of a Creation Unit the securities constituting a Fund
Basket on behalf of itself or any party for which it is acting
(whether or not a customer) in accordance with the terms and
conditions applicable to such account in such jurisdiction. The
Participant also acknowledges and agrees on behalf of itself and any
party for which it is acting (whether as a customer or otherwise)
that delivery of the securities constituting a Fund Basket together
with a purchase order shall be irrevocable, subject to acceptance by
the Fund, or by the Distributor on behalf of the Fund, of the order.
The treatment of income items and corporate actions with respect to
the securities so delivered shall be as set forth in Annex VIII
hereto.
(b) The Participant represents on behalf of itself and any party for
which it acts that upon delivery of portfolio securities constituting
a Fund Basket to the Custodian and/or the relevant subcustodian in
accordance with the terms of the Fund prospectus and the SAI, the
Fund will acquire good and unencumbered title to such securities,
free and clear of all liens, restrictions, charges and encumbrances
and not subject to any adverse claims, including, without limitation,
any restriction upon the sale or transfer of such securities imposed
by (i) any agreement or arrangement entered into by the Participant
or any party for which it is acting in connection with a purchase
order or (ii) any provision of the Securities Act of 1933, as
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amended (the "1933 Act"), and any regulations thereunder (except that
portfolio securities of issuers other than U.S. issuers shall not be
required to have been registered under the 1933 Act if not exempt
from such registration), or of the securities laws or regulations of
any other applicable jurisdiction and (iii) no such securities are
"restricted securities" as such term is used in Rule 144(a)(3)(i)
promulgated under the 1933 Act.
(c) The Participant hereby agrees that as between the Fund and/or
State Street Bank and itself or any party for which it acts in
connection with a purchase order, it will provide for and assume
responsibility for payment of the Cash Component and any other
amounts of cash due to the Fund in connection with the purchase of
any Creation Unit aggregation of shares (including the cash purchase
transaction fee). Such payment shall be made on the Issue Date in
same day or immediately available funds by wire transfer to an
account maintained by the Custodian or by such other means as may be
agreed upon from time to time by the Fund and State Street Bank. In
the case of the CB Shares Clearing Process, the Cash Component for
Creation Units of the US Index Series may also be delivered thereby.
The Participant may require the investor to enter into an agreement
with the Participant with respect to such matters relating to payment
or any other matters set forth herein. In connection with any
purchase order, the Participant shall be liable to the Distributor
for the amounts, if any, advanced by the Distributor in its sole
discretion to the Participant for payment of the amounts due and
owing for the Cash Component and related cash transaction fee. Any
determination (which shall be final) with respect to the delivery of
the Cash Component or estimated amount sufficient to pay the Cash
Component shall be made by State Street Bank; any determination
(which shall be final) as to the number of shares of each security in
the Fund Basket required to be delivered, and the waiver of any
deficiency therein or as to the validity, form or sufficiency and
acceptance or rejection for deposit of the securities delivered by an
Authorized Participant shall be made by State Street Bank and/or the
Adviser, as the case may be, as set forth in the Fund prospectus and
SAI, and neither State Street Bank nor the Advisor shall be liable
for any loss incurred by the Participant as a result of such
determination. Notwithstanding the foregoing, in the case of any
delay in confirmation by the Custodian of receipt of a complete and
satisfactory Fund Basket tendered by an
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Authorized Participant in proper form to the Custodian or a
subcustodian, as applicable, so that a purchase order in all respects
in proper form is not accepted on the date of its submission and the
Creation Unit of CB Shares is not issued pursuant thereto at the net
asset value of such shares next determined on such date, State Street
Bank shall, if a new purchase order properly completed is submitted
by the Authorized Participant on the following Business Day, for the
Creation Unit of CB Shares to be issued at the net asset value
thereof next computed on the date of such new purchase order (and
against delivery of the Fund Basket initially tendered with any
required adjustment in the Cash Component), reimburse such Authorized
Participant (i) its reasonable additional costs of transferring the
Fund Basket securities and (ii) its carrying costs resulting from the
delay in issuance of the Creation Unit of CB Shares at LIBOR rate
(fixed at midday) for the time between the expected settlement date
of the CB Shares and the actual date. THE AUTHORIZED PARTICIPANT
ACCEPTS AND AGREES THAT THE FOREGOING SHALL BE ITS SOLE REMEDY IN ANY
SUCH CASE AND THAT NONE OF STATE STREET BANK, THE DISTRIBUTOR OR THE
FUND SHALL BE RESPONSIBLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES IN CONNECTION THEREWITH.
If a Fund Basket tendered to the Custodian or subcustodian is
found to be incomplete in part, the Authorized Participant may at its
option request that the Custodian/subcustodian retain the securities
that have been delivered for up to two NYSE business days in order to
seek to complete the delivery of the Fund Basket (effective on the
date the purchase order was first submitted), unless cash in lieu of
such securities is permitted to be substituted as provided in the
Fund prospectus and SAI, provided that, in any such case, the
Authorized Participant shall submit at the request of the Distributor
a new purchase order form properly completed on the date of
completion of delivery of the Fund Basket, together with any required
adjustment in the Cash Component, the net asset value of the CB
Shares to be acquired with such Fund Basket to be the net asset value
of such CB Shares as next computed on the date of completion of
delivery.
6. REDEMPTION. (a) The Participant represents and warrants that it will
not obtain an Order Number (as described in Annex II) from the Fund
for the purpose of redeeming any Creation Unit size aggregation of
Fund shares of any Series unless it first ascertains that it
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or its customer, as the case may be, owns outright or has full legal
authority and legal and beneficial right to tender for redemption the
requisite number of CB Shares of the relevant Series to be redeemed
and to the entire proceeds of the redemption and that such CB Shares
have not been loaned or pledged to another party nor are the subject
of a repurchase agreement, securities lending agreement or such other
arrangement which would preclude the delivery of such CB Shares to
State Street Bank on a Regular Way (as defined below) basis if the CB
Shares Clearing Process is used or in accordance with the Fund
prospectus and SAI or as otherwise required by the Fund. Any such
tender of CB Shares for redemption shall be irrevocable. The
Participant understands that CB Shares of any Series can be redeemed
only when Creation Unit size aggregations of a Beneficial Owner are
held in the account of a single Participant. As of the date hereof,
"Regular Way" settlement shall take place within three (3) business
days following a securities trade (generally expressed as "T+3"). In
the case of securities, including CB Shares delivered through the
CB Shares Clearing Process, "T+3" refers to three (3) NSCC business
days (i.e., days during which NSCC is open for business).
(b) (i) In order to provide for taking delivery of shares of
portfolio securities constituting a Fund Basket (or lesser amount of
such securities as may be the case, as provided in the Fund
prospectus and SAI) upon redemption of CB Shares in Creation Unit
aggregations, the Participant agrees for itself and on behalf of any
Beneficial Owner for which it is acting, to maintain, or to ascertain
that the party to receive the redemption proceeds maintains,
appropriate securities broker-dealer, bank or other custody
arrangements in the jurisdiction in which the portfolio securities
are customarily traded, to which account such portfolio securities of
the Fund Basket will be delivered by the Custodian or subcustodian.
If neither the redeeming Beneficial Owner, nor the Participant acting
on behalf of such redeeming Beneficial Owner, has appropriate
arrangements satisfactory to the Fund to take delivery of the
portfolio securities in the applicable foreign jurisdiction, and it
is not possible to make other such arrangements (to which the
Participant shall reasonably agree), or if it is not possible to
effect deliveries of the portfolio securities of the Fund Basket in
such jurisdiction, the Participant understands and agrees that the
Fund will exercise its option to redeem such shares in cash and
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the redeeming Beneficial Owner will be required to receive its
redemption proceeds in cash, less the cash transaction fee applicable
to cash redemption proceeds.
(ii) The Participant covenants and agrees that it shall give or
shall cause to be given written notice to the counterparty that is to
receive portfolio securities in the Fund Basket as part of redemption
proceeds no later than the date and time when a request for
redemption (as defined herein) is submitted to the Fund by such
Participant. Such notice to accept delivery from the appropriate
subcustodian shall be by facsimile, telex or other means of
communication reasonably designed to ensure the counterparty's
receipt of instructions by the day following the date of the
redemption request is duly made to the Fund.
(iii) In order to permit delivery of Fund Basket securities by
the Fund upon redemption in the case of Series other than the US
Index Series in conformity with the requirements of applicable U.S.
federal securities laws, the Participant irrevocably agrees with the
Fund that if Participant is a broker or dealer (a "BD Participant"),
it will on its own behalf or on behalf of a Beneficial Owner of a
Creation Unit of shares of any Series designated on Annex VII hereto
on any date specified therein (the "Designated Series" and the
"Designated Dates") either (A) refer any request for redemption to a
Participant that is not such a broker or dealer designated by the
Fund and named in Annex VII (a "Designated Participant") or (B)
execute and sign an agreement in a form determined by the Fund to
comply with the provisions of Rule 15c6-1 under the Securities
Exchange Act of 1934, as amended, to waive compliance with T+3 and
extend the time for delivery of redemption proceeds securities by
such number of days as may be specified by the Fund (but in any case
not to exceed the number of calendar days permitted by Section 22(e)
of the 1940 Act or Securities and Exchange Commission order as
described in the Fund prospectus and SAI). The form of such
agreement and waiver is set forth in the form of redemption request
included as Annex V hereto. If for any reason, the redemption
request with respect to a Creation Unit of a Designated Series
submitted by a BD Participant on a Designated Date does not include
such a duly executed waiver provided for in the form of redemption
request, the BD Participant understands and agrees that State Street
Bank shall cause such redemption request to be referred to a
Designated Participant. The Participant agrees that Annex VII hereto
may be amended from time to time
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by the Fund in its sole discretion. The Participant also covenants
and agrees to use its best efforts to cause any person on whose
behalf it submits a redemption request if such person is a broker or
dealer to execute and deliver an agreement to waive delivery in T+3
in accordance with Rule 15c6-1 with respect to any Designated Series
and Date. The BD Participant agrees that in referring any redemption
request with respect to a Designated Series on a Designated Date to a
Designated Participant it shall do so in a prompt and timely manner
to permit such Designated Participant to execute the redemption
request on the same date. The Participant understands that any
request for redemption not in compliance with the covenants set forth
in this paragraph (iii) may be rejected by the Fund. The Participant
acknowledges that if the Fund so determines, the Fund may in its sole
discretion in order to permit timely delivery of redemption proceeds
pay any part or the entire redemption proceeds in cash, subject to
the cash redemption transaction fee.
7. BENEFICIAL OWNERSHIP. The Participant represents and warrants to the
Fund that it does not hold for the account of any single Beneficial
Owner of CB Shares(TM) of the relevant Series 80 percent or more of
the outstanding CB Shares(TM) of such relevant Series, so as to cause
the Fund to have a basis in the portfolio securities deposited with
the Fund with respect to such Series different from the market value
of such portfolio securities on the date of such deposit, pursuant to
section 351 of the Internal Revenue Code of 1986, as amended. The
Fund, and its Transfer Agent and Distributor, shall have the right to
require information from the Participant regarding CB Share(TM)
ownership of each Series and to rely thereon to the extent necessary
to make a determination regarding ownership of 80 percent or more of
outstanding CB Shares(TM) of any Series by a Beneficial Owner as a
condition to the acceptance of a Fund Deposit.
8. INDEMNIFICATION. The Participant hereby agrees to indemnify and hold
harmless the Distributor, the Fund, State Street Bank and Trust
Company as Custodian, Transfer Agent and Index Receipt Agent, their
respective subsidiaries, affiliates, directors, officers, employees
and agents (each an "Indemnified Party") from and against any loss,
liability, cost and expense incurred by such Indemnified Party as a
result of (i) any breach by the Participant of any provision of this
Agreement; or (ii) any actions of such Indemnified Party in reliance
upon any instructions
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issued in accordance with Annex II (as may be amended from time to
time) believed by the Fund, the Distributor and/or State Street Bank
to be genuine and to have been given by the Participant. This
paragraph shall survive the termination of this Agreement. THE
DISTRIBUTOR SHALL NOT BE LIABLE TO THE PARTICIPANT FOR ANY DAMAGES
ARISING OUT OF MISTAKES OR ERRORS IN DATA PROVIDED TO THE DISTRIBUTOR
BY OR INTERRUPTIONS OR DELAYS OF COMMUNICATIONS WITH THIRD PARTY
SERVICE PROVIDERS TO THE FUND.
9. FUND BASKET DATA. The Participant understands that the number and
names of the portfolio securities constituting the Fund Basket for
each Series will be made available by the Distributor as such
information is supplied to the Distributor each day that the NYSE is
open for trading and will also be made available on each such day
through the facilities of the NSCC.
10. ACKNOWLEDGMENT. The Participant acknowledges receipt of the Fund
prospectus and the SAI and represents it has reviewed such documents
and understands the terms thereof.
11. NOTICES. Except as otherwise specifically provided in this
Agreement, all notices required or permitted to be given pursuant to
this Agreement shall be given in writing and delivered by personal
delivery or by postage prepaid registered or certified United States
first class mail, return receipt requested, or by telex, telegram or
facsimile or similar means of same day delivery (with a confirming
copy by mail as provided herein). Unless otherwise notified in
writing, all notices to the Fund shall be at the address or
telephone, facsimile or telex numbers indicated below the Fund's
signature line, Attn.: , with a copy to State Street Bank
and Trust Company, _____________________, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇, Attn.: CB Shares(TM).
All notices to the Participant and the Distributor shall be directed
to the address or telephone, facsimile or telex numbers indicated
below the signature line of such party.
12. TERMINATION AND AMENDMENT. This Agreement shall become effective in
this form as of the date executed by the Fund and may be terminated
at any time by any party upon sixty days' prior written notice to
the other parties and may be terminated earlier by the Fund at any time
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in the event of a breach by the Participant of this Agreement or the
procedures described or incorporated herein or upon a change in
control (as such term is used in the Investment Company Act of 1940,
as amended) of the Participant. Failure to complete properly a
purchase order submitted to the Distributor may, in the discretion of
the Fund, be regarded as such a breach. This Agreement supersedes
any prior such agreement between or among the parties. This
Agreement may be amended by the Fund from time to time without the
consent of any Beneficial Owner by the following procedure. The Fund
will mail a copy of the amendment to the Distributor, State Street
Bank and the Participant. If none of the Distributor, State Street
Bank or the Participant objects in writing to the amendment within
five days after its receipt, the amendment will become part of this
Agreement in accordance with its terms.
13. GOVERNING LAW. This Agreement shall be governed by and interpreted
in accordance with the laws of the State of New York.
14. COUNTERPARTS. This Agreement may be simultaneously executed in
several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed and delivered as of the day and year written below.
THE COUNTRYBASKETS(TM) INDEX FUND,
INC.
BY:
TITLE:
ADDRESS:
Date: , 199 TELEPHONE:
FACSIMILE:
TELEX:
______________________________
PARTICIPANT
BY:
TITLE:
ADDRESS:
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Date: , 199 TELEPHONE:
FACSIMILE:
ALPS MUTUAL FUNDS SERVICES, INC.
BY:
TITLE:
ADDRESS:
Date: , 199 TELEPHONE:
FACSIMILE:
STATE STREET BANK AND TRUST COMPANY, AS
CUSTODIAN, TRANSFER AGENT AND INDEX RECEIPT
AGENT
BY:
TITLE:
ADDRESS:
Date: , 199 TELEPHONE:
FACSIMILE:
TELEX:
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ANNEX I
THE COUNTRYBASKETS(TM) INDEX FUND, INC.
FORM OF AUTHORIZED PARTICIPANT AGREEMENT
No. of Shares
Series in Creation Units
The 100,000
Australia
Index
The 100,000
France
Index
The 100,000
Germany
Index
The 100,000
Hong Kong
Index
The 100,000
Italy
Index
The 250,000
Japan
Index
The 100,000
South
Africa
Index
The UK 100,000
Index
The US 100,000
Index
II-1
ANNEX II
THE COUNTRYBASKETS(TM) INDEX FUND, INC.
This Annex II to the Authorized Participant Agreement supplements the
Fund prospectus and SAI and is an attachment to the Authorized Participant
Agreement (i) with respect to the procedures to be used in processing an
order for the purchase and redemption of CB Shares(TM) in Creation Unit
size aggregations of each Series outside of the CB Shares Clearing Process
and (ii) with respect to the purchase and redemption of CB Shares(TM) in
Creation Unit size aggregations of the US Index Series through the CB
Shares Clearing Process. Capitalized terms, unless otherwise defined in
this Annex II, have the meanings attributed to them in the Authorized
Participant Agreement or the Fund prospectus and SAI.
A Participant is required to have signed the Authorized Participant
Agreement. Upon acceptance of the Agreement and execution thereof by the
Fund and in connection with the initial purchase order submitted by the
Participant, the Distributor will assign a personal identification number
("PIN") to each Authorized Person authorized to act for the Participant.
This will allow a Participant through its Authorized Person(s) to place an
order with respect to Creation Units of CB Shares(TM).
II-2
Part A
TO SUBMIT A NOTICE OF INTENTION FOR THE SUBSEQUENT PURCHASE OF ONE OR MORE
CREATION UNITS OF CB SHARES(TM)
A Notice of Intention is not an order for the purchase of CB Shares(TM),
which can only be completed subsequently. See the Fund prospectus and SAI
and Part B to this Annex II. A Notice of Intention must be submitted on
the date that a given Fund Basket for a Series is announced for delivery on
a subsequent Issue Date, provided that no Notice of Intention is required
to initiate a purchase order for CB Shares of the US Index Series through
the CB Shares Clearing Process.
1. Call to Receive an Intention Number. An Authorized Person of a
Participant must call the CB Shares(TM) telephone representative at
▇▇▇-▇▇▇-▇▇▇▇ not later than 15 minutes prior to the closing time of the
regular trading session on the New York Stock Exchange (the "NYSE Closing
Time") (ordinarily 4:00 p.m. New York time) to receive an Intention Number.
Upon verifying the authenticity of the caller (as determined by the use of
the appropriate PIN Number) and the terms of the Notice of Intention, the
CB Shares(TM) telephone representative will issue a unique Intention
Number. All submissions with respect to a notice of the intention to
purchase CB Shares(TM) are required to be in writing in the form of Notice
of Intention approved by the Fund (see Annex III hereto) and accompanied by
the designated Intention Number. Incoming telephone calls are queued and
will be handled in the sequence received. Calls placed before the NYSE
Closing Time will be processed even if the call is taken after this cutoff
time. ACCORDINGLY, DO NOT HANG UP AND REDIAL. INCOMING CALLS THAT ARE
ATTEMPTED LATER THAN THE NYSE CLOSING TIME WILL NOT BE ACCEPTED.
NOTE THAT THE TELEPHONE CALL IN WHICH THE INTENTION NUMBER IS ISSUED
INITIATES THE INTENTION PROCESS BUT DOES NOT ALONE CONSTITUTE THE NOTICE OF
INTENTION. A NOTICE OF INTENTION (SUCH NOTICE REFERRED TO HEREIN AS THE
"INTENTION") IS ONLY COMPLETED AND PROCESSED UPON RECEIPT OF WRITTEN
INSTRUCTIONS CONTAINING THE DESIGNATED INTENTION NUMBER AND TRANSMITTED BY
FACSIMILE TO OR THE APPROPRIATE
ELECTRONIC INTERFACE ("ELECTRONIC INTERFACE") PROVIDED TO THE PARTICIPANT.
II-3
2. Place the Intention. An Intention Number is only valid for a limited
time. The Intention must be sent by facsimile or Electronic Interface to
the CB Shares(TM) telephone representative within 15 minutes of the
issuance of the Intention Number, but prior to the NYSE Closing Time. In
the event that the Intention is not received within such time period, the
CB Shares(TM) representative will attempt to contact the Participant to
request immediate transmission of the Intention. Unless the Intention is
received by the CB Shares(TM) representative upon the earlier of (i) within
15 minutes of contact with the Participant or (ii) 1 hour after the NYSE
Closing Time, the Intention will be deemed invalid.
3. Await Receipt of Confirmation. The Distributor shall issue an advice
of receipt of the Intention within one (1) hour of its receipt of an
Intention in good form. In the event the Participant does not receive a
timely advice from the Distributor, it should contact the CB Shares(TM)
telephone representative at the telephone number indicated above.
4. Ambiguous Instructions. In the event that an Intention contains
ambiguous instructions or terms that differ from the information provided
in the telephone call at the time of issuance of the Intention Number, the
CB Shares(TM) telephone representative will attempt to contact the
Participant to request confirmation of the terms of the Intention. If an
Authorized Person confirms the terms as they appear in the Intention, the
Intention will be processed. If an Authorized Person contradicts its
terms, the Intention will be deemed invalid and a corrected Intention must
be received by the CB Shares(TM) telephone representative not later than
the earlier of (i) within 15 minutes of such contact with the Participant
or (ii) 1 hour after the NYSE Closing Time. If the CB Shares(TM) telephone
representative is not able to contact an Authorized Person, then the
Intention shall be processed in accordance with its terms notwithstanding
any inconsistency from the terms of the telephone information. In the
event that an Intention contains terms that are illegible, the Intention
will be deemed invalid and the CB Shares(TM) representative will
II-4
attempt to contact the Participant to request retransmission of the
Intention. A corrected Intention must be received by the CB Shares(TM)
representative not later than the earlier of (i) within 15 minutes of such
contact with the Participant or (ii) 1 hour after the NYSE Closing Time.
5. Processing an Intention. The Distributor reserves the right to
suspend an Intention in the event that the acceptance of a Purchase Order
subsequent to the Intention would appear to result in the Participant or a
Beneficial Owner owning 80 percent or more of all outstanding CB Shares(TM)
of a given Series upon the subsequent purchase of CB Shares(TM). In such
event, the CB Shares(TM) telephone representative will attempt to contact
an Authorized Person for purposes of confirmation of the fact that with
respect to such Participant no Beneficial Owner would own 80 percent or
more of all outstanding CB Shares(TM) of the applicable Series upon
execution of the subsequent Purchase Order. In the event that (i) the CB
Shares(TM) telephone representative is unable to contact an Authorized
Person or (ii) the Participant fails to transmit an identical Intention
containing a representation and warranty as to such fact, then the
Intention shall be deemed invalid.
6. Delivery of Intention. The Participant must make delivery to State
Street Bank and Trust Company as the Custodian or to the appropriate
subcustodian for the Series (see Annex VI) of a single Fund Basket with
respect to one Intention with respect to a given Series. For multiple
Intentions (greater than one), one Fund Basket must be delivered with the
number of shares of each component security of that Fund Basket multiplied
by the number of Intentions. The Custodian or the appropriate subcustodian
will expect delivery from a single designated counter-party determined at
the time of completion of the Authorized Participant Agreement. The
counter-party may be changed by the Participant by written instructions to
the Custodian no later than 24 hours prior to executing an Intention.
7. Cancellation of Intention. If upon the designated settlement date
for the purchase of CB Shares(TM) (as determined by the Intention) a
purchase order is not received from the Participant and accepted, the
Intention will be canceled, and any securities deposited at the Custodian or
at the appropriate subcustodian will be delivered back to the Participant at a
cost to be incurred by the Participant.
II-5
Part B
TO PLACE AN ORDER FOR PURCHASE OF CB SHARES(TM) IN CREATION UNIT SIZE
AGGREGATIONS
1. Call to Receive an Order Number. An Authorized Person for the
Participant must call the CB Shares(TM) telephone representative at
▇▇▇-▇▇▇-▇▇▇▇ not later than 15 minutes prior to the NYSE Closing Time to
receive an Order Number. Upon verifying the authenticity of the caller (as
determined by the use of the appropriate PIN Number) and the terms of the
order, the CB Shares(TM) telephone representative will issue a unique Order
Number. All orders with respect to the purchase of Creation Unit
aggregations of CB Shares of any Series are required to be in writing on
the form of purchase order ("Purchase Order") approved by the Fund (see
Annex IV hereto) and accompanied by the designated Order Number. Incoming
telephone calls are queued and will be handled in the sequence received.
Calls placed before the NYSE Closing Time will be processed even if the
call is taken after this cut-off time. ACCORDINGLY, DO NOT HANG UP AND
REDIAL. INCOMING CALLS THAT ARE ATTEMPTED LATER THAN THE NYSE CLOSING TIME
WILL NOT BE ACCEPTED.
NOTE THAT THE TELEPHONE CALL IN WHICH THE ORDER NUMBER IS ISSUED INITIATES
THE ORDER PROCESS BUT DOES NOT ALONE CONSTITUTE THE PURCHASE ORDER. A
PURCHASE ORDER IS ONLY COMPLETED AND PROCESSED UPON RECEIPT OF WRITTEN
INSTRUCTIONS CONTAINING THE DESIGNATED ORDER NUMBER AND PIN NUMBER AND
TRANSMITTED BY FACSIMILE OR ELECTRONIC INTERFACE. INSTRUCTIONS FOR USE OF
THE ELECTRONIC INTERFACE WILL BE PROVIDED TO THE PARTICIPANT WHEN THE ORDER
NUMBER IS OBTAINED.
2. Place the Order. An Order Number is only valid for a limited time.
The Purchase Order for creation of Creation Unit size aggregations of CB
Shares(TM) must be sent by facsimile or Electronic Interface to the CB
Shares(TM) telephone representative within 15 minutes of the issuance of
the Order Number but prior to the NYSE Closing Time. In the event that the
Purchase Order is not received within such time period, the CB Shares(TM)
telephone representative will attempt to contact the Participant to request
immediate transmission of the Purchase Order. Unless the Purchase
II-6
Order is received by the CB Shares(TM) telephone representative upon the
earlier of (i) within 15 minutes of such contact with the Participant or
(ii) the NYSE Closing Time, the order will be deemed invalid.
3. Await Receipt of Confirmation.
(a) In the Case of Purchases through the CB Shares Clearing Process.
The Participant shall transfer or arrange for the transfer of the requisite
Fund Basket of securities for the US Index Series and the Cash Component to
State Street Bank by means of the CB Shares Clearing Process so as to be
received no later than on the Regular Way settlement date following the
Business Day on which the Purchase Order is received by the Distributor.
The Distributor shall issue to both the Participant and State Street
Bank an acknowledgment of receipt of a Purchase Order for CB Shares of the
US Index Series through the CB Shares Clearing Process within one (1) hour
of its receipt of a Purchase Order in proper form as described above. In
the event the Participant does not receive a timely acknowledgment from the
Distributor, it should contact the CB Shares telephone representative at
the telephone number indicated. After the Distributor has received a duly
completed Purchase Order for CB Shares of the US Index Series, State Street
Bank shall initiate procedures to transfer the requisite CB Shares through
the CB Shares Clearing Process so as to be received by the Participant no
later than on the Regular Way settlement date following the Business Day on
which the duly completed Purchase Order is received by the Distributor.
(b) In All Other Cases:
(i) In the case of the US Index Series, the Participant shall deliver
on the Issue Date (i) the Fund Basket to the Custodian through DTC
and (ii) the Cash Component or estimated amount sufficient to pay the
Cash Component in same day or immediately available funds by wire
transfer to the account designated by the Custodian.
(ii) In the case of all other Series, the Participant shall deliver
on the Issue Date (except as indicated
II-7
below) (i) the Fund Basket to the relevant subcustodian and (ii) the
Cash Component or estimated amount sufficient to pay the Cash
Component and the Cash Component transaction fee in same day or
immediately available funds by wire transfer to the account
designated by the Custodian. In the case of the France Index Series
and the Italy Index Series, the Fund Basket must be received by the
subcustodian on the day before the Issue Date.
The Participant will receive an acknowledgment of acceptance of the
Purchase Order from the Distributor upon the later to occur of (i) within
one (1) hour of its receipt of a duly completed Purchase Order and (ii)
confirmation from the Custodian that all Fund Basket securities have been
delivered and that cash is on hand to cover the Cash Component, together
with the applicable Cash Component transaction fee. In certain
circumstances, the confirmation from the Custodian that all securities have
been delivered may not be available until the NYSE Closing Time. In the
event that the Participant does not receive a timely confirmation from the
Distributor, the Participant should contact the CB Shares(TM) telephone
representative at the telephone number indicated.
4. Ambiguous Instructions. In the event that a Purchase Order contains
ambiguous instructions or terms that differ from the information provided
in the telephone call at the time of issuance of the Order Number, the CB
Shares(TM) telephone representative will attempt to contact the Participant
to request confirmation of the terms of the order. If an Authorized Person
confirms the terms as they appear in the Purchase Order then the order will
be accepted and processed. If an Authorized Person contradicts its terms,
the Purchase Order will be deemed invalid and a corrected Order must be
received by the CB Shares(TM) telephone representative not later than the
earlier of (i) within 15 minutes of such contact with the Participant or
(ii) the NYSE Closing Time. If the CB Shares(TM) telephone representative
is not able to contact an Authorized Person, then the Purchase Order shall
be accepted and processed in accordance with its terms notwithstanding any
inconsistency with the telephone information. In the event that a Purchase
Order contains terms that are illegible, the Purchase Order will be deemed
invalid and the CB Shares(TM)
II-8
telephone representative will attempt to contact the Participant to request
retransmission of the Purchase Order. A corrected Purchase Order must be
received by the CB Shares(TM) telephone representative not later than the
earlier of (i) within 15 minutes of such contact with the Participant or
(ii) the NYSE Closing time.
5. Processing Purchase Orders. The Distributor reserves the right to
suspend a Purchase Order in the event that its acceptance would appear to
result in the Participant or a Beneficial Owner owning 80 percent or more
of all outstanding CB Shares(TM) of a Series. In such event, the CB
Shares(TM) telephone representative will attempt to contact an Authorized
Person for purposes of confirmation of the fact that with respect to such
Participant no Beneficial Owner would own 80 percent or more of all
outstanding CB Shares(TM) of a given Series upon execution of the Purchase
Order. In the event that (i) the CB Shares(TM) telephone representative is
unable to contact an Authorized Person or (ii) the Participant fails to
transmit an identical Purchase Order confirming the representation and
warranty as to such fact, then the Purchase Order shall be deemed invalid.
If the Participant fails to deliver all components of the Fund Basket
in the specified share amounts, the Distributor shall notify the Adviser to
determine whether cash may be accepted in lieu of the securities not
delivered, as provided in the Fund prospectus and SAI. If the Purchase
Order is not accepted, any securities delivered by the Participant to the
Custodian or appropriate subcustodian will be delivered back to the
Participant at a cost to be incurred by the Participant.
6. Subcustodian Accounts. Annex VI hereto contains a list of the
subcustodian accounts to which the portfolio securities constituting the
Fund Basket of each Series other than the US Index Series are to be
delivered in connection with a Purchase Order.
II-9
Part C
TO PLACE A REQUEST FOR REDEMPTION OF CB SHARES(TM) IN CREATION UNIT SIZE
AGGREGATIONS
Prior to submitting a Redemption Request with respect to the
Series indicated on the dates set forth on Annex VII hereto,
please review the provisions of paragraph (b) of Section 6
of the Agreement.
The Participant understands and agrees that Beneficial
Owners may submit requests for redemption on each day that
the New York Stock Exchange is open for trading.
1. Call to Receive a Redemption Number and to Notify Delivery of CB
Shares. (a) An Authorized Person of the Participant must call the Transfer
Agent at (___)- - prior to delivering the aggregated CB Shares(TM)
constituting a Creation Unit in order to notify the Transfer Agent of the
intention to redeem. The Transfer Agent will arrange for the Authorized
Person to obtain the Redemption Request Number as described in (b) below.
Participants planning to deliver CB Shares(TM) for redemption on such day
should ascertain the deadlines applicable to DTC by contacting the
operations department of the broker or depository institution effectuating
such transfer of securities. These deadlines will vary and are likely to
be significantly earlier than the closing time of the regular trading
session of the New York Stock Exchange (the "NYSE Closing Time")
(ordinarily 4:00 p.m. New York time). In no event may CB Shares be
delivered subsequent to the NYSE Closing Time to be effective for
redemption that day. Participants should note that transfers of CB Shares
through DTC cannot be made on Columbus Day, Veterans Day and ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ Day and plan accordingly, as described in the Fund prospectus and
SAI. The Fund will accept Redemption Requests otherwise in proper form on
these dates provided that the requisite CB Shares are delivered to State
Street Bank's account by : a.m. on the next DTC business day. If the
CB Shares in
II-10
Creation unit size aggregations are not received by such time, the
Redemption Request will be cancelled.
(b) An Authorized Person of the Participant must call the Transfer
Agent (___)-___-____ not later than 15 minutes prior to the NYSE Closing
Time to receive a Redemption Request Number. Upon verification of the
authenticity of the caller (as determined by the use of the appropriate PIN
Number), the Authorized Person will be issued a unique Redemption Request
Number.
All orders with respect to the redemption of Creation Unit
aggregations of CB Shares(TM) are required to be on the form of redemption
request approved by the Fund (see Annex V hereto) and accompanied by the
designated Redemption Request Number. Incoming telephone calls are queued
and will be handled in the sequence received. Calls placed before the NYSE
Closing Time will be processed even if the call is taken after this on-off
time. ACCORDINGLY, DO NOT HANG UP AND REDIAL. INCOMING CALLS THAT ARE
ATTEMPTED LATER THAN THE NYSE CLOSING TIME WILL NOT BE ACCEPTED.
NOTE THAT ISSUANCE OF THE REDEMPTION REQUEST NUMBER INITIATES THE
REDEMPTION REQUEST PROCESS BUT DOES NOT ALONE CONSTITUTE THE REDEMPTION
REQUEST. A REDEMPTION REQUEST (THE "REDEMPTION REQUEST") IS ONLY COMPLETED
AND PROCESSED UPON RECEIPT OF WRITTEN INSTRUCTIONS CONTAINING THE
DESIGNATED REDEMPTION REQUEST NUMBER AND PIN NUMBER AND TRANSMITTED BY
FACSIMILE TO THE TRANSFER AGENT AT (___) ___-____ OR BY ELECTRONIC
INTERFACE, WITH A COPY BY FACSIMILE TO (___) ___-____.
2. Place the Request. A Redemption Request Number is only valid for a
limited time. The Redemption Request for Creation Unit size aggregations
of CB Shares(TM) must be sent to the Transfer Agent by facsimile at (___)
___-____ or by Electronic Interface, with a copy by facsimile to (___) ___-
____, within 15 minutes of the issuance of the Redemption Request Number.
In the event that the Redemption Request is not received within such time
period, State Street Bank or its representative will attempt to contact the
Participant to request immediate transmission of the Redemption Request.
Unless the Redemption Request is received upon the earlier of (i) within 15
minutes of contact with the Participant or
II-11
(ii) the NYSE Closing Time, the order will be deemed invalid.
3. Ambiguous Instructions. In the event that a Redemption Request
contains terms that differ from the information provided in the telephone
call at the time of issuance of the Order Number, State Street Bank or its
representative will attempt to contact the Participant to request
confirmation of the terms of the request. If an Authorized Person confirms
the terms as they appear in the Redemption Request, the order will be
processed. If an Authorized Person contradicts its terms, the Request will
be deemed invalid and a corrected Redemption Request must be received not
later than the earlier of (i) within 15 minutes of such contact with the
Participant or (ii) the NYSE Closing Time. If State Street Bank or its
representative is not able to contact an Authorized Person, the Redemption
Request shall be processed in accordance with its terms notwithstanding any
inconsistency with the terms of the telephone information. In the event
that a Redemption Request contains terms that are illegible, the Request
will be deemed invalid and State Street Bank or its representative will
attempt to contact the Participant to request retransmission of the
Request. A corrected Request must be received not later than the earlier
of (i) within 15 minutes of such contact with the Participant or (ii) the
NYSE Closing Time.
4. Await Receipt of Confirmation.
(a) In the Case of Redemptions through the CB Shares Clearing
Process. The Participant shall be required to transfer or arrange for the
transfer of the requisite CB Shares of the US Index Series to State Street
Bank by means of the CB Shares Clearing Process so as to be received no
later than on the Regular Way settlement date following the business day on
which such Redemption Request is received in proper form. After the
receipt of a Redemption Request for CB Shares of the US Index Series, State
Street Bank shall initiate procedures to transfer the requisite Fund Basket
securities and the cash redemption payment, if any, through the CB Shares
Clearing Process so as to be received by the Participant no later than on
the Regular Way settlement date
II-12
following the business day on which the Redemption Request is duly received
in proper form by the Fund.
State Street Bank shall issue to the Participant an acknowledgment of
a Redemption Request within one (1) hour of its receipt of a Redemption
Request in proper form. If a Participant does not receive a timely
acknowledgment, it should contact State Street Bank or its representative
directly at the telephone number(s) indicated.
(b) In All Other Cases. In the case of all Redemption Requests
other than through the CB Shares Clearing Process, the Participant must
deliver on the same date the Redemption Request is made the Creation Unit
size aggregation of CB Shares(TM) of the relevant Series to the Transfer
Agent on behalf of the Fund through DTC, except in the case of three DTC
non-settlement days when delivery may be made by : a.m. on the next DTC
business day, as indicated above. Upon completion of the process and
receipt of the duly completed Redemption Request and of the CB Shares(TM)
by the Transfer Agent, the Transfer Agent will deliver or cause to be
delivered to the Participant an acknowledgment of acceptance. The Fund
shall make delivery of the Fund Basket and cash redemption proceeds (less
the amount of the applicable cash redemption transaction fee) in accordance
with the time required by applicable rules or an appropriate order of the
Securities and Exchange Commission.
In the case of each Series other than the US Index Series, the Fund
Basket or appropriate securities included therein constituting in-kind
redemption proceeds will be delivered to the appropriate foreign account
which must be indicated on the Redemption Request form. An appropriate
account must be established by the Participant or the customer on whose
behalf the Participant is acting in the foreign jurisdiction to which the
in-kind redemption proceeds are to be delivered in advance of the request
for redemption. The Redemption Request must include all necessary
information about the counterparty to permit the Fund's subcustodian to
arrange for prompt delivery of proceeds securities. Instructions to accept
the Fund Basket securities as redemption proceeds must be given by the
Participant in writing to the counterparty on the date the redemption
request is made by facsimile, telex or other means of communication to
ensure that such instructions are received by the counterparty no later
than the day following
II-13
the date of redemption. The cash proceeds will be delivered to or for the
account of the Participant in accordance with the instructions on the
Redemption Request form.
III-1
ANNEX III
THE COUNTRY BASKETS(TM) INDEX FUND, INC.
INTENTION NUMBER
(assigned by Distributor):__________
FORM OF NOTICE OF INTENTION
CONTACT INFORMATION FOR ORDER EXECUTION:
Telephone Order Number: (▇▇▇) ▇▇▇-▇▇▇▇ Business Number: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile Number: (▇▇▇) ▇▇▇-▇▇▇▇
ALL ITEMS IN PART I MUST BE COMPLETED BY PARTICIPANT.
I. TO BE COMPLETED BY PARTICIPANT.
Date: Time:
Participant Name: Soliciting Dealer (if any):
Telephone Number: PIN (issued by the Distributor):
Fax Number: DTC Participant Number:
Telex Number:
NUMBER AND SERIES OF CREATION UNITS* INTENDED TO BE PURCHASED:
(This Notice of Intention may be used for intended purchases of Creation
Units of only one Series of the Fund. Use additional forms for intended
purchases of Creation Units of other Series.)
____________ Creation Unit(s) of the ______________ Index Series
DELIVERY OF FUND BASKET:
Upon acknowledgment of this Notice of Intention by the
Distributor, the undersigned Participant will arrange for the delivery to
_______________________ (the designated (sub)Custodian for the __________
Series) of the designated Fund Basket(s) of securities for a purchase of
shares of such Series on the intended Issue Date. Transfer of the Fund
Basket securities will be made from the following custodial account:
_________________________________________
[Originating Bank or other Custodian]
_________________________________________
[Account Name]
_________________________________________
[Reference #]
* One Creation Unit of the Australia Index Series, the France
Index Series, the Germany Index Series, the Hong Kong Index
Series, the Italy Index Series, the South Africa Index Series
and the UK Index Series consists of 100,000 shares.
One Creation Unit of the Japan Index Series consists of 250,000
shares. No Form of Notice of Intention is used in connection
with the US Index Series.
III-2
The Participant represents and warrants to the Distributor and the Fund
that it does not and will not, after the consummation of the purchase
contemplated by this notice, hold for the account of any single beneficial
owner of Fund shares of the Series to which this Notice of Intention
relates eighty percent (80%) or more of the outstanding shares of such
Series.
Signature of Authorized Person:
_______________________________
Name:
Title:
II. TO BE COMPLETED BY DISTRIBUTOR.
__ Reviewed by the Distributor to determine whether the
Participant will hold for the account of any beneficial
owner of Fund shares of the Series to which this Notice
relates, after the consummation of the purchase
contemplated by this Notice, eighty percent (80%) or more
of the outstanding shares of such Series.
The above intention is:
__ Acknowledged by the Distributor.
THE INTENDED ISSUE DATE FOR THE ABOVE INTENTION IS ___________,
____.
__ Rejected - Reason:______________________________________
__________ ___________ _______________________
Date Time Authorized Signature
Acknowledgement of the above intention by the Distributor does not
constitute acceptance of a purchase order. In order for Fund shares to be
issued on the relevant Issue Date indicated above, (1) a properly completed
purchase order (in the form available from the Distributor) must be
received by the Distributor from the Participant by 4:00 p.m. (New York
time) on the Issue Date, (2) delivery of the applicable Fund Basket of
securities announced for the Series to the account of the Fund's Custodian
or the appropriate subcustodian in the relevant country must be confirmed
on the Issue Date (provided that delivery of the Fund Basket for each of
the France Index Series and the South Africa Index Series must be made on
the day prior to the Issue Date) and (3) arrangements satisfactory to the
Fund for the payment to the Custodian of the Cash Component and the
applicable Cash Component transaction fee for the intended purchase on such
Issue Date (based on the net asset value determined at 4:00 p.m. on the
Issue Date) must have been made. See the Fund's Prospectus and Statement
of Additional Information.
THE FUND AND THE DISTRIBUTOR ON BEHALF OF THE FUND RESERVE THE RIGHT TO
REJECT ANY PURCHASE ORDER.
IV-1
ANNEX IV
THE COUNTRYBASKET(TM) INDEX FUND, INC.
Purchase Order
Number __________
FORM OF PURCHASE ORDER
CONTACT INFORMATION FOR ORDER EXECUTION:
Telephone Order Number: (▇▇▇) ▇▇▇-▇▇▇▇ Business Number: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile Number: (▇▇▇) ▇▇▇-▇▇▇▇
ALL ITEMS IN PART I MUST BE COMPLETED BY PARTICIPANT. THE DISTRIBUTOR, IN
ITS DISCRETION, MAY REJECT ANY ORDER NOT SUBMITTED IN PROPER FORM. SEE THE
FUND'S PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION.
I. TO BE COMPLETED BY PARTICIPANT.
Date: Time:
Participant Name:
Telephone Number: PIN (issued by the Distributor):
Fax Number: DTC Participant Number:
Telex Number:
Date of Notice
of Intention: Soliciting Dealer
Intention Number: Placing Order (if any):
NUMBER AND SERIES OF CREATION UNITS* TO BE PURCHASED:
(This Purchase Order Form may be used for purchases of Creation
Units of only one Series of the Fund.)
___________ Creation Unit(s) of the _____________ Index Series
PURCHASE ORDER NUMBER (assigned by Distributor):
DELIVERY OF CASH COMPONENT:
The undersigned Participant has arranged for delivery to the
Custodian of funds equal, at a minimum, to the Cash Component
and, for each Series other than the US Index Series, the Cash
Component transaction fee with respect to the above Order. The
details of the delivery of the Cash Component and Cash
Component transaction fee to the Custodian are set forth below:
* One Creation Unit of the Australia Index Series, the France
Index Series, the Germany Index Series, the Hong Kong Index
Series, the Italy Index Series, the South Africa Index Series
and the UK Index Series consists of 100,000 shares.
One Creation Unit of the Japan Index Series consists of
250,000 shares.
IV-2
Wire Transfer: Other:
________________________________
________________________________
[Originating Bank]
_______________________________
_______________________________
[Account]
_______________________________
_______________________________
[Ref. #]
TRANSFER OF GOOD TITLE:
The undersigned Participant understands and agrees that upon
acceptance by the Fund or the Distributor on behalf of the Fund of
this Order and the related Fund Basket(s) of securities, the purchase
of Creation Unit aggregations of Fund shares shall be irrevocable and
that transfer to the Fund of good title to the securities
constituting the Fund Basket shall have been made. The Participant
also represents and warrants to the Distributor and the Fund that it
does not and will not, after the consummation of the purchase
contemplated by this Order, hold for the account of any single
beneficial owner of Fund shares of the Series to which this Order
relates 80 percent or more of the outstanding shares of such Series.
Signature of Authorized Person:
Name:
Title:
II. TO BE COMPLETED BY DISTRIBUTOR
__ Reviewed by the Distributor to determine whether the
Participant will hold for the account of any beneficial owner
of Fund shares of the Series to which this Notice relates,
after the consummation of the purchase contemplated by this
Notice, eighty percent (80%) or more of the outstanding shares
of such Series.
__ Fund Basket(s) Received by (sub)Custodian.
__ Cash Component and Cash Component transaction fee (not
applicable in US Index Series) received by Custodian.
This certifies that the above order has been:
__ Accepted by the Fund
__ Declined - Reason:____________________________________________
________ ________ ___________________________
Date Time Authorized Signature
V-1
ANNEX V
THE COUNTRYBASKET(TM) INDEX FUND, INC.
FORM OF REDEMPTION REQUEST Redemption Request
Number: __________
CONTACT INFORMATION FOR REQUEST EXECUTION:
Telephone Order Number: (800) - Business Number: (617) -
Facsimile Number: (617) -
ALL ITEMS IN PART I MUST BE COMPLETED BY PARTICIPANT. THE TRANSFER AGENT
IN ITS DISCRETION MAY REJECT ANY REQUEST NOT SUBMITTED IN PROPER FORM. SEE
THE FUND'S PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION ("SAI").
I. TO BE COMPLETED BY PARTICIPANT.
Date: Time:
Participant Name:
Telephone Number: PIN (issued by the Distributor):
Fax Number: DTC Participant Number:
Telex Number:
NUMBER AND SERIES OF CREATION UNITS* TO BE REDEEMED:
(This Redemption Request Form may be used for the redemption of
Creation Units of only one Series of the Fund. Use additional
forms for redemptions of Creation Units of other Series.)
_________ Creation Units of the ________________ Index Series
REDEMPTION REQUEST NUMBER (issued by Transfer Agent):
______________
INSTRUCTION FOR DELIVERY OF FUND BASKET(S):
(for Series other than the US Index Series,
indicate foreign custodial account information)
Deliver ________ Fund Basket(s) to: ________ Fund Basket(s) to:
(Number) (Number)
_______________________________ ____________________________
[Custodian] [Custodian]
_______________________________ ____________________________
[Account Name] [Account Name]
_______________________________ ____________________________
[Account No.] [Account No.]
_______________________________ ____________________________
[Other Reference] [Other Reference]
* One Creation Unit of the Australia Index Series, the France
Index Series, the Germany Index Series, the Hong Kong Index
Series, the Italy Index Series, the South Africa Index Series
and the UK Index Series consists of 100,000 shares. One
Creation Unit of the Japan Index Series consists of
250,000 shares.
V-2
Additional delivery instructions, if necessary, may be attached on a
separate sheet.
___________________
INSTRUCTIONS FOR DELIVERY OF CASH REDEMPTION PROCEEDS:
Other
____________________________ ___________________________
[Bank]
____________________________ ___________________________
[Account Name]
____________________________ ___________________________
[Account No.]
____________________________ ___________________________
[Other Reference]
The Participant must deliver, on the redemption date, to the
Transfer Agent ( [account name]; account number
; reference ) the
Creation Unit size aggregation(s) of Fund shares being
redeemed.
The undersigned Participant represents and warrants to the
Transfer Agent and the Fund that it has the right and authority
for itself or on behalf of its customer to redeem the Fund
shares contemplated by this redemption.
Signature of Authorized Person:
Name:
Title:
II. TO BE COMPLETED BY THE PARTICIPANT ON DATES INDICATED ON
ANNEX VII
The Participant hereby irrevocably waives compliance with Rule 15c6-1 under
the Securities Exchange Act of 1934 in respect of this Redemption Request
and agrees that the time of delivery of redemption proceeds securities to
the Participant may be extended by the Fund for that number of days set
forth in Annex VII for this redemption (but in any case not to exceed the
number of calendar days permitted by Section 22(e) of the Investment
Company Act of 1940 or the order of the Securities and Exchange Commission
described in the Fund's Prospectus and SAI).
If the Participant is submitting this Redemption Request on behalf of a
broker or dealer, the Participant represents that it has obtained a written
waiver dated the date hereof of such customer for delivery of Fund Basket
securities as provided herein.
V-3
The Participant hereby irrevocably agrees that if the Fund so determines,
the Fund may in its sole discretion in order to permit timely delivery of
redemption proceeds pay the entire amount of redemption proceeds in respect
of this Redemption Request in cash, subject to the cash redemption
transaction fee.
Signature of Authorized Person:
Name:
Title:
III. TO BE COMPLETED BY TRANSFER AGENT
This certifies that the above request has been:
__ Accepted by the Fund
__ Declined - Reason:
___________ __________ _________________________
Date Time Authorized Signature
250Lan01\115980.4 V-4
ANNEX VI
THE COUNTRYBASKETS(TM) INDEX FUND, INC.
VI-1
ANNEX VI
THE COUNTRYBASKET(TM) INDEX FUND, INC.
LIST OF CUSTODIAN/SUBCUSTODIAN ACCOUNTS
Australia: Japan:
Westpac Custodian Nominees Ltd. The Sumitomo Trust & Banking
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Co. Ltd.
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ Overseas Custody Section
Australia 11-5 Nihonbashi - Honcho
4 Chome
Fund Number: XXXX Chuo-Ku, Tokyo 103
BIC: ▇▇▇▇▇▇▇▇▇▇▇ Japan
Attn: Deputy General Manager
France: Securities Operations Dept.
Banque Paribas
Services de TitrosConservation Fund Number: XXXX
B.P. 141 BIC: STBCIPJTXXX
▇ ▇▇▇ ▇'▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇:
▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ Development Bank of Singapore
Investment Banking
Fund Number: XXXX 24 Raffles Place
BIC: ▇▇▇▇▇▇▇▇▇▇▇ Hex ▇▇-▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Germany:
BHF-BANK Fund Number: XXXX
Bockenheimer ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ BIC: ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇/▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇:
Fund Number: XXXX Standard Bank of South Africa
BIC: ▇▇▇▇▇▇▇▇▇▇▇ Limited
Johannesburg Stock Exchange
Hong Kong: Building
Standard Chartered Bank ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ Floor Johannesburg ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
The Landmark, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇ Fund Number: XXXX
Attn: Operations Manager BIC: ▇▇▇▇▇▇▇▇▇▇▇
Custodial Service &
Securities Department United Kingdom:
State Street Bank and Trust Company
Fund Number: XXXX Canary Wharf
BIC: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ - ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇: Attn: UK Custody
▇▇▇▇▇▇ Guaranty Trust Co. of NY
Milan Branch Fund Number: XXXX
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇: ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇
Attn: Securities Trust and
Information Services
Fund Number: XXXX Fund or Account Number will be
BIC: ▇▇▇▇▇▇▇▇▇▇▇ specific to a Participant.
VII-1
ANNEX VII
THE COUNTRYBASKETS(TM) INDEX FUND, INC.
AUSTRALIA
T+3
No. U.S. Bus.
Australia Days to
Redemption Settlement Settlement
Date Date Date Reason
1/23/96 1/29/96 4 Holiday: Australia Day, 1/26/96
1/24/96 1/30/96 4
1/25/96 1/31/96 4
3/6/96 3/12/96 4 Holiday: Labor Day, 3/11/96
3/7/96 3/13/96 4
3/8/96 3/14/96 4
4/2/96 4/9/96 4 Holiday: Good Friday, 4/5/96; Easter Monday, 4/8/96
4/3/96 4/10/96 4
4/4/96 4/11/96 4
4/22/96 4/26/96 4 Holiday: ANZAC Day, 4/25/96
4/23/96 4/29/96 4
4/24/96 4/30/96 4
6/5/96 6/11/96 4 Holiday: Queen's Birthday, 6/10/96
6/6/96 6/12/96 4
6/7/96 6/13/96 4
7/31/96 8/6/96 4 Holiday: Bank Holiday, 8/5/96
8/1/96 8/7/96 4
8/2/96 8/8/96 4
10/2/96 10/8/96 4 Holiday: Labor Day, 10/7/96
10/3/96 10/9/96 4
10/4/96 10/10/96 4
12/20/96 12/27/96 4 Holiday: Christmas Day, 12/25/96;
12/23/96 12/30/96 4 Boxing Day, 12/26/96
12/24/96 12/31/96 4
VII-2
FRANCE
T+2
No. U.S. Bus.
France Days to
Redemption Settlement Settlement
Date Date Date Reason
8/13/96 8/19/96 4 Holiday: Assumption Day, 8/15/96; Day after
8/14/96 8/20/96 4 Assumption Day, 8/16/96
VII-3
GERMANY
T+2
No. U.S. Bus.
Germany Days to
Redemption Settlement Settlement
Date Date Date Reason
12/20/96 12/27/96 4 Holiday: Christmas Eve, 12/24/96; Christmas Holiday,
12/23/96 12/30/96 4 12/26/96
VII-4
HONG KONG
T+2
No. U.S. Bus.
Germany Days to
Redemption Settlement Settlement
Date Date Date Reason
2/15/96 2/22/96 4 Holiday: Lunar New Year, 2/19/96;
2/16/96 2/23/96 4 Day after Lunar New Year, 2/20/96;
Day after Lunar New Year, 2/21/96
4/2/96 4/9/96 4 Holiday: ▇▇▇▇▇ ▇▇▇▇ Festival, 4/4/96;
4/3/96 4/10/96 4 Good Friday, 4/5/96; Easter Monday,
4/8/96
4/26/96 5/2/96 4 Holiday: ▇▇▇▇ ▇▇▇▇ Haji, 4/29/96; Labor Day, 5/1/96
VII-5
ITALY
T+3
No. U.S. Bus.
Italy Days To
Redemption Settlement Settlement
Date Date Date Reason
4/22/96 4/26/96 4 Holiday: Liberation Day, 4/25/96
4/23/96 4/29/96 4
4/24/96 4/30/96 4
4/26/96 5/2/96 4 Holiday: Labor Day, 5/1/96
4/29/96 5/3/96 4
4/30/96 5/6/96 4
8/12/96 6/16/96 4 Holiday: Assumption Day, 8/15/96
8/13/96 8/19/96 4
8/14/96 8/20/96 4
10/29/96 11/4/96 4 Holiday: All Saints Day, 11/1/96
10/30/96 11/5/96 4
10/31/96 11/6/96 4
12/20/96 12/27/96 4 Holiday: Christmas Day, 12/25/96;
12/23/96 12/30/96 4 Christmas Holiday, 12/26/96
12/24/96 12/31/96 4
VII-6
JAPAN
T+3
No. U.S. Bus.
Japan Days To
Redemption Settlement Settlement
Date Date Date Reason
1/2/96 1/8/96 4 Holiday: Bank Holiday, 1/3/96
1/10/96 1/16/96 4 Holiday: Coming of Age Day, 1/15/96
1/11/96 1/17/96 4
1/12/96 1/18/96 4
2/7/96 2/13/96 4 Holiday: National Foundation Day,
2/8/96 2/14/96 4 2/12/96
2/9/96 2/15/96 4
3/15/96 3/21/96 4 Holiday: Vernal Equinox, 3/20/96
3/18/96 3/22/96 4
3/19/96 3/25/96 4
4/30/96 5/7/96 5 Holiday: Constitution/Memorial Day,
5/1/96 5/8/96 5 5/3/96; Children's Day, 5/6/96
5/2/96 5/9/96 5
5/3/96 5/9/96 4
9/11/96 9/17/96 4 Holiday: Respect for the Aged Day,
9/12/96 9/18/96 4 9/16/96
9/13/96 9/19/96 4
9/18/96 9/24/96 4 Holiday: Autumnal Equinox, 9/23/96
9/19/96 9/25/96 4
9/20/96 9/26/96 4
10/7/96 10/11/96 4 Holiday: Health Sports Day, 10/10/96
10/8/96 10/14/96 4
10/9/96 10/15/96 4
10/30/96 11/5/96 4 Holiday: Culture Day, 11/4/96
10/31/96 11/6/96 4
11/1/96 11/7/96 4
12/18/96 12/24/96 4 Holiday: Emperor's Birthday, 12/23/96
12/26/96 1/6/97 6 Holiday: Bank Holiday, 12/31/96;
12/27/96 1/7/97 6 Bank Holiday, 1/1/97; Bank Holiday,
12/30/96 1/8/97 6 1/2/97; Bank Holiday, 1/3/97
12/31/96 1/8/97 ▇
▇▇▇-▇
▇▇▇▇▇ ▇▇▇▇▇▇
T+3
South No. U.S. Bus.
Africa Days To
Redemption Settlement Settlement
Date Date Date Reason
3/18/96 3/22/96 4 Holiday: Human Rights Day, 3/21/96
3/19/96 3/25/96 4
3/20/96 3/26/96 4
4/2/96 4/9/96 4 Holiday: Good Friday, 4/5/96; Family
4/3/96 4/10/96 4 Day, 4/8/96
4/4/96 4/11/96 4
4/26/96 5/2/96 4 Holiday: Worker's Day, 5/1/96
4/29/96 5/3/96 4
4/30/96 5/6/96 4
6/12/96 6/18/96 4 Holiday: Youth Day, 6/17/96
6/13/96 6/19/96 4
6/14/96 6/20/96 4
8/6/96 8/12/96 4 Holiday: Women's Day, 8/9/96
8/7/96 8/13/96 4
8/8/96 8/14/96 4
9/19/96 9/25/96 4 Holiday: Heritage Day, 9/24/96
9/20/96 9/26/96 4
9/23/96 9/27/96 4
12/11/96 12/17/96 4 Holiday: Day of Reconciliation,
12/12/96 12/18/96 4 12/16/96
12/13/96 12/19/96 4
12/20/96 12/27/96 4 Holiday: Christmas Day, 12/25/96;
12/23/96 12/30/96 4 Day of Goodwill, 12/26/96
12/24/96 12/31/96 4
VIII-1
ANNEX VIII
THE COUNTRYBASKETS(TM) INDEX FUND, INC.
This Annex VIII to the Authorized Participant Agreement sets
forth procedures with respect to income items or corporate actions on
securities constituting a Fund Basket and delivered to the Fund by a
Participant in connection with an order for the purchase of a Creation
Unit:
Neither the Custodian nor the applicable subcustodian will
notify the Participant of income items or corporate actions to which the
Participant is entitled. The Participant must claim the Custodian or such
subcustodian for entitlements with respect to income items and mandatory
corporate action proceeds paid to the Custodian or such subcustodian. With
respect to voluntary corporate actions to which a Participant is entitled,
the Custodian or such subcustodian will process unsolicited elections
communicated to it by such Participant. With respect to voluntary
corporate actions for which such election shall not have been received from
a Participant, the Custodian shall apply the default elections set forth on
the attached schedule of "State Street Bank Corporate Action Defaults".
With respect to any voluntary corporate action not set forth in such
schedule, the election shall be made by the Fund's Investment Adviser,
Deutsche ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇.▇. ▇▇▇▇▇▇▇▇ Inc.
VIII-2
State Street Bank Corporate Action Defaults
ACTION
TYPE ACTION TYPE NAME DEFAULT
BNEX Bonus Rights Exercise/Expiration Subscribe
CONS Consent Take No Action
CONV Conversion Take No Action
CPAY Call Payment Take No Action
CURO Currency Option Company Default
DIVR Dividend Reinvestment Cash
DTRT Dissenters Rights Take No Action
ELEC Election Options Company Default
EXCH Exchange Offer Take No Action
EXWR Exercise/Expiration Warrants Let Expire
FCCN Full Call/Conversion Accept Call
GMTE General Meeting - Special Take No Action
GMTG General Meeting - Annual Take No Action
IMER International Merger Company Default
MWDR Merger with Dissenter's Rights Take No Action
NRRO Non Renounceable Rights Exercise Take No Action
OPUT Option Put Take No Action
PCCN Partial Call/Conversion Accept Call
REPO Repayment Option Take No Action
RGEX Rights Exercise/Expiration Let Expire
SCRL Scrip to Scripless Convert to Scripless
VIII-3
ACTION
TYPE ACTION TYPE NAME DEFAULT
STCO Stock/Cash Option Company Default
SUBO Subscription Offer Take No Action
TE99 Odd Lot Tender Take No Action
TEND Tender Offer Take No Action
TKOV Takeover Take No Action