1
SUBSCRIPTION AGREEMENT
The CountryBaskets Index Fund, Inc., a Maryland corporation
(the "Fund"), and ALPS Mutual Funds Services, Inc., a Colorado corporation
(the "Distributor"), hereby agree as follows:
1. The Fund hereby offers the Distributor and the Distributor
hereby agrees to purchase the following shares, par value $.001 per share,
of each series ("Series") of the Fund: _______ shares at $_______ per
share representing _______ shares of the Australia Index Series; _______
shares at $_______ per share representing ______ shares of the France Index
Series; _______ shares at $_______ per share representing _______ shares of
the Germany Index Series; _______ shares at $_______ per share representing
_______ shares of the Hong Kong Index Series; _______ shares at $_______
per share representing _______ shares of the Italy Index Series; _______
shares at $_______ per share representing _______ shares of the Japan Index
Series; _______ shares at $_______ per share representing _______ shares of
the South Africa Index Series; _______ shares at $_______ per share
representing _______ shares of the UK Index Series; and _______ shares at
$_______ per share representing _______ shares in US Index Series
(collectively, the "Shares"). The Distributor hereby acknowledges receipt
of a purchase confirmation reflecting the purchase of the Shares, and the
Fund hereby acknowledges receipt from the Distributor of cash in the amount
of $ _________ in full payment for the Shares.
2. The Distributor represents and warrants to the Fund that
the Shares are being acquired for investment purposes and not with a view
to the distribution thereof.
3. The Distributor agrees that if it or any direct or indirect
transferee of the Shares redeems the Shares prior to the fifth anniversary
of the date the Fund begins its investment activities, the Distributor will
pay to the Fund an amount equal to the number resulting from multiplying
each Fund's total unamortized organizational expenses by a fraction, the
numerator of which is equal to the number of Shares redeemed by the
Distributor or such transferee and the denominator of which is equal to the
number of shares of each Series outstanding as of the date of such
redemption, as long as the administrative position of the staff of the
Securities and Exchange Commission requires such reimbursement.
2
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the ____ day of ________, 1996.
THE COUNTRYBASKETS INDEX FUND, INC.
Attest:
_____________________ By:__________________________________
Name: Name:
Title:
ALPS MUTUAL FUNDS SERVICES, INC.
Attest:
_____________________ By:__________________________________
Name: Name:
Title:
