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ADMINISTRATION AGREEMENT
Agreement dated as of , 1996 by and between State
Street Bank and Trust Company, a Massachusetts trust company (the
"Administrator"), and The CountryBasketsSM Index Fund, Inc., a Maryland
corporation (the "Fund").
WHEREAS, the Fund is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended
(the "1940 Act");
WHEREAS, shares of the Fund's common stock will be listed on
the New York Stock Exchange ("NYSE") or another national securities
exchange; and
WHEREAS, the Fund desires to retain the Administrator to
furnish certain administrative services to the Fund and the Administrator
is willing to furnish such services on the terms and conditions hereinafter
set forth.
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties hereto agree as follows:
1. APPOINTMENT OF ADMINISTRATOR
The Fund hereby appoints the Administrator to act as
administrator with respect to the Fund for purposes of providing certain
administrative services for the period and on the terms set forth in this
Agreement. The Administrator accepts such appointment and agrees to render
the services stated herein.
The Fund will initially issue and sell shares of Common Stock,
par value $.001 per share ("Shares"), of the initial series listed in
Schedule A to this Agreement (each such series, together with each other
series subsequently established by the Fund and made subject to this
Agreement pursuant to this paragraph, being herein referred to as a
"Series" and, collectively, the "Series"). In the event that the Fund is
authorized to issue and issues Shares of one or more additional Series with
respect to which it wishes to retain the Administrator to act as
administrator hereunder, the Fund shall notify the Administrator in
writing. Upon written acceptance by the Administrator, such Series shall
become subject to the provisions of this Agreement to the same extent as
the existing Series, except to the extent that such provisions (including
those relating to the fees and expenses payable by the Fund and its Series)
may be modified with respect to each additional Series in writing by the
Fund and the Administrator at the time of the addition of the Series.
2. DELIVERY OF DOCUMENTS
The Fund will promptly deliver to the Administrator copies of
each of the following documents and all future amendments and supplements
thereto, if any:
a. The Fund's charter document and by-laws;
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b. The Fund's currently effective registration statement
under the Securities Act of 1933, as amended (the "1933
Act"), and the 1940 Act, and the Fund's Prospectus(es)
and Statement(s) of Additional Information relating to
all Series and all amendments and supplements thereto as
currently in effect;
c. Certified copies of the resolutions of the Board of
Directors of the Fund (the "Board") authorizing (1) this
Agreement and (2) certain individuals on behalf of the
Fund to (a) give instructions to the Administrator
pursuant to this Agreement and (b) authorize
disbursements, including payment of expenses;
d. A copy of the investment management agreement between the
Fund and its investment adviser (the "Adviser");
e. A copy of the distribution agreement between the Fund and
its distributor; and
f. Such other certificates, documents or opinions which the
Administrator may, in its reasonable discretion, deem
necessary or appropriate in the proper performance of its
duties.
3. REPRESENTATIONS AND WARRANTIES OF THE ADMINISTRATOR
The Administrator represents and warrants to the Fund that:
a. It is a Massachusetts trust company duly organized,
existing and in good standing under the laws of The
Commonwealth of Massachusetts;
b. It has full power and authority to carry on its business
in The Commonwealth of Massachusetts;
c. All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement;
d. No legal or administrative proceedings have been
instituted or threatened which would impair the
Administrator's ability to perform its duties and
obligations under this Agreement;
e. It possesses all material governmental licenses, permits,
consents, orders or approvals and other authorizations
necessary to perform its duties and obligations under
this Agreement; and
f. Its entry into this Agreement shall not cause a material
breach or be in material conflict with any other
agreement or obligation of the Administrator or any law
or regulation applicable to it.
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4. REPRESENTATIONS AND WARRANTIES OF THE FUND
The Fund represents and warrants to the Administrator that:
a. It is a corporation duly incorporated, existing and in
good standing under the laws of the State of Maryland;
b. It has full power and authority to enter into and perform
this Agreement;
c. All requisite corporate proceedings have been taken to
authorize the Fund to enter into and perform this
Agreement;
d. It is an investment company duly registered under the
1940 Act;
e. A registration statement with respect to the Shares under
the 1933 Act and the Fund under the 1940 Act has been
filed and has become effective. The Fund also warrants
to the Administrator that as of the date of commencement
of this Agreement, all necessary filings under the
securities laws of the states in which the Fund offers or
sells its Shares will have been made;
f. No legal or administrative proceedings have been
instituted or threatened which would impair the Fund's
ability to perform its duties and obligations under this
Agreement;
g. Its entry into this Agreement shall not cause a material
breach or be in material conflict with any other
agreement or obligation of the Fund or any law or
regulation applicable to it; and
h. As of the close of business on the date of this
Agreement, the Fund is authorized to issue Shares in the
amounts set forth in Schedule A to this Agreement.
5. ADMINISTRATIVE SERVICES
The Administrator shall provide the following administrative
services, subject to the general supervision and direction of the Fund, and
to review and correction by the Fund's independent accountants and legal
counsel, and in accordance with policies and procedures which may be
established from time to time between the Fund and the Administrator:
a. Oversee the determination and publication by the Fund's
custodian (the "Custodian") of the net asset value of
each Series in accordance with applicable regulations and
the Fund's policy as adopted from time to time by the
Board;
b. Oversee the maintenance by the Custodian of certain books
and records of the Fund as required under Rule 31a-1(b)
of the 1940 Act;
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c. Maintain those books and records of the Fund that are
required under Rule 31a-1(b) of the 1940 Act and not
otherwise maintained by the Custodian, distributor,
transfer agent and dividend disbursing agent (the
"Transfer Agent") or the Adviser, including without
limitation the books and records required to be
maintained under paragraphs (4) and (10) of such Rule,
unless otherwise directed by the Fund;
d. Prepare each Series' federal, state and local income tax
returns for review by the Fund's treasurer and
independent accountants prior to their filing by the
Fund's treasurer;
e. Review the calculation, submit for approval and arrange
for payment of the Fund's expenses and ensure proper
accounting treatment and allocation of the same to each
Series, where applicable;
f. Prepare each Series' expense projections, establish
accruals and review the same on a periodic basis and
submit the same for review by the Fund's treasurer;
g. Prepare, for review and approval by officers of the Fund,
financial information for the Fund's semi-annual and
annual reports, proxy statements and other communications
required by law, regulation or otherwise to be sent to
Fund shareholders, and arrange for the printing and
dissemination of such reports and communications to
record and, through The Depository Trust Company,
beneficial owners of Shares;
h. Prepare, for review and approval by an officer of the
Fund, (i) the Fund's periodic financial reports required
to be filed with the Securities and Exchange Commission
("SEC") on Form N-SAR, (ii) the financial information
required by Form N-1A, (iii) financial and other reports
required by the NYSE (or any other national securities
exchange, if applicable) and such other reports, forms or
filings as may be required by federal or state regulatory
authorities, in each case under this clause (iii) such
reports, forms or filings to be derived from information
reasonably accessible to the Administrator.
i. Prepare such reports relating to the business and affairs
of the Fund as may be mutually agreed upon and not
otherwise prepared by the Fund's Adviser, Custodian,
Transfer Agent, distributor, legal counsel or independent
accountants;
j. Prepare recommendations as to each Series' income and
capital gains available for distribution; calculate such
distributions for each Series in accordance with
applicable regulations and the distribution policies set
forth in the Fund's registration statement, and assist
Fund management in making final determination of
distribution amounts;
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k. Monitor each Series' share capital activity and notify
the Fund when a specified percentage, established by the
Adviser, of the authorized number of Shares of each
Series has been issued;
l. Make such reports and recommendations to the Fund's
officers and/or the Board concerning the performance of
the independent accountants and such other service
providers as the Board may reasonably request;
m. Make such reports and recommendations to the Fund's
officers and/or the Board concerning the performance and
fees of the Fund's Custodian, Transfer Agent and
distributor and the fees of the Fund's Adviser and
Administrator as the Board may reasonably request;
n. Oversee and review calculations of fees paid to the
Fund's Adviser, Administrator, Custodian, Transfer Agent
and distributor and pursuant to Rule 12b-1 plan(s) of the
Fund and its Series;
o. Consult with the Fund's officers, independent accountants
and legal counsel in establishing and implementing the
accounting policies and procedures of the Fund;
p. Review implementation of any dividend reinvestment
programs authorized by the Board;
q. Oversee the proper treatment/recording of all
transactions including, but not limited to, portfolio
transactions, capital stock transactions and income and
expense items, and reconciliation of such records with
Fund accounting records; monitor such records against
list of approved brokers, compile all transactions
effected by the Adviser and provide the Fund with related
reports derived from information reasonably accessible to
the Administrator, as requested by the Fund;
r. Monitor corporate actions on portfolio securities, the
receipt of other income, and cash and other
disbursements;
s. Monitor each Series' collection of refunds or rebates of
withholdings or other foreign taxes paid;
t. Prepare, and after review by the Fund's treasurer,
provide IRS Forms 1099 or 1042 to all persons (other than
shareholders) to whom the Fund is required to deliver
such forms;
u. Obtain Employer Identification Numbers and CUSIP numbers
for each Series;
v. Respond to or refer to the Fund's officers, distributor
or Transfer Agent shareholder inquiries relating to the
Fund;
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w. Provide periodic testing of portfolios and portfolio
transactions to assist the Fund's Adviser in complying
with Internal Revenue Code mandatory qualification
requirements, the requirements of the 1940 Act, including
Rule 17e-1 thereunder, and Fund prospectus restrictions,
and other testing at intervals reasonably acceptable to
the Administrator with respect to information reasonably
accessible to the Administrator and requested by the
Fund;
x. Review and provide assistance on shareholder
communications at the request of the Fund or the Fund's
distributor;
y. Maintain and monitor general Fund calendar for reporting,
filing and compliance purposes;
z. Maintain copies of the Fund's charter document and by-
laws;
aa. File annual and semi-annual shareholder reports with the
appropriate regulatory or self-regulatory agencies;
review text of "President's letters" to shareholders and
"Management's Discussion of Fund Performance" or any
equivalent text (which shall also be subject to review by
the Fund's independent accountants and legal counsel);
bb. Provide consultation on regulatory matters relating to
portfolio management, Fund operations and any potential
changes in each Series' investment policies, operations
or structure; act as liaison to outside legal counsel to
the Fund and, where applicable, to legal counsel to the
Fund's Board members who are not "interested persons" (as
defined in the 0000 Xxx) of the Fund;
cc. Develop or assist in developing guidelines and procedures
to improve overall accounting control and compliance by
the Fund and its various agents;
dd. Counsel and assist the Fund in the handling of routine
regulatory examinations and work closely with the Fund's
legal counsel in response to any non-routine regulatory
matters;
ee. Make presentations at Board meetings where appropriate
and follow up on matters raised at Board meetings;
ff. Provide assistance to the Fund's officers or the Adviser
in connection with notices, communications and press
releases for the NYSE pursuant to the Fund's listing
agreement with respect to the Shares; and
gg. Subject to review by the Fund's legal counsel,
1. prepare Rule 24f-2 Notices; and
2. maintain any state registrations or exemptions from
registration of the Fund's securities as detailed
in Schedule C to this Agreement.
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The Administrator will also provide the office facilities and
the personnel required by it to perform the services contemplated herein.
6. FEES; EXPENSES; EXPENSE REIMBURSEMENT
The Administrator shall receive from the Fund with respect to
each Series such compensation for the Administrator's services provided
pursuant to this Agreement as may be agreed to from time to time in a
written fee schedule approved by the parties and initially set forth in
Schedule B to this Agreement. The fees are to be billed monthly and shall
be due and payable promptly upon receipt of the invoice. Upon the
termination of this Agreement before the end of any month, the fee for the
part of the month before such termination shall be prorated according to
the proportion which such part bears to the full monthly period and shall
be payable upon the date of termination of this Agreement. In addition,
the Fund shall reimburse the Administrator for reasonable out-of-pocket
costs incurred in connection with its services under this Agreement.
The Fund agrees to reimburse the Administrator promptly for
any equipment and supplies specially ordered by or for the Fund through the
Administrator and for any other expenses not contemplated by this Agreement
that the Administrator may incur on the Fund's behalf at the Fund's request
or as consented to by the Fund in advance in writing.
The Fund will bear all expenses that are incurred in its
operation and not specifically assumed by the Administrator. Expenses to
be borne directly or indirectly by the Fund with respect to each Series
include, but are not limited to: organizational expenses; cost of services
of independent accountants and outside legal and tax counsel (including
such counsel's review of the Fund's registration statement, proxy
materials, federal and state tax qualification as a regulated investment
company and other reports and materials prepared by the Administrator under
this Agreement); cost of any services contracted for by the Fund directly
from parties other than the Administrator; cost of trading operations and
brokerage fees, commissions and transfer taxes in connection with the
purchase and sale of securities for the Fund; investment advisory fees;
taxes, insurance premiums and other fees and expenses applicable to its
operation; costs incidental to any meetings of shareholders including, but
not limited to, legal fees, fees of independent accountants and proxy
filing fees and the costs of preparation (other than the preparation
specified in Section 5, subject to Schedule B), printing and mailing of any
proxy materials; costs incidental to Board meetings, including fees and
expenses of Board members; the salary and expenses of any officer or
director\trustee of the Fund (to the extent that any are paid); costs
incidental to the preparation (other than the preparation specified in
Section 5, subject to Schedule B), printing and distribution of the Fund's
shareholder reports; cost of typesetting and printing of prospectuses; cost
of preparation (other than the preparation specified in Section 5, subject
to Schedule B), and filing of the Fund's tax returns, Form N-1A and Form N-
SAR, and all notices, registrations and amendments associated with
applicable federal and state tax and securities laws; all applicable
registration fees and filing fees required under federal and state
securities laws; fidelity bond and directors' and officers' liability
insurance and the cost of independent pricing services used in computing
the net asset value of the Fund's Series, as set forth in the Custodian
Contract between the Fund and the Administrator.
The Administrator is authorized to and may employ or associate with
such person or persons as the Administrator may deem desirable to assist it
in performing its duties under this Agreement; provided,
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however, that the compensation of such person or persons shall be paid by
the Administrator and that the Administrator shall be as fully responsible
to the Fund for the acts and omissions of any such person or persons as it
is for its own acts and omissions; and further provided that the
Administrator shall not make a material delegation of its duties, except
in accordance with Section 14 of this Agreement.
7. INSTRUCTIONS AND ADVICE
At any time the Administrator may apply to any officer of the
Fund for instructions and may consult with outside counsel for the Fund or
the independent accountants for the Fund at the expense of the Fund or its
own legal counsel, with respect to any matter arising in connection with
the services to be performed by the Administrator under this Agreement.
The Administrator shall not be liable and shall be indemnified by the Fund
for any action taken or omitted by it in good faith in reliance upon any
such instructions or advice or upon any paper or document reasonably
believed by it to be genuine and to have been signed by the proper person
or persons. The Administrator shall not be held to have notice of any
change of authority of any person until receipt of written notice thereof
from the Fund. Nothing in this paragraph shall be construed as imposing
upon the Administrator any obligation to seek such instructions or advice.
8. LIMITATION OF LIABILITY AND INDEMNIFICATION
The Administrator shall be responsible for the performance of
only such duties as are set forth in this Agreement and except as otherwise
provided under Section 6, shall have no responsibility for the actions or
activities of any other party, including other service providers. The
Administrator shall have no liability for any error of judgement or mistake
of law or for any loss or damage resulting from the performance or
nonperformance of its duties hereunder except for any loss or damage
resulting from acts or omissions of the Administrator, its officers, agents
or employees involving bad faith, negligence, willful misconduct or
reckless disregard of its or their obligations and duties under this
Agreement. The Administrator shall not be liable for consequential damages
under any provision of this Agreement or for any consequential damages
arising out of any act or failure to act hereunder. [In any event, the
Administrator's liability under this Agreement shall be limited to the
greater of its total annual compensation earned and fees paid hereunder
during the preceding twelve months or $855,000, for any liability or loss
suffered by the Fund, including, but not limited to, any liability relating
to qualification of the Fund as a regulated investment company or any
liability relating to the Fund's compliance with any federal or state tax
or securities statute, regulation or ruling.]
The Fund shall indemnify and hold the Administrator harmless
from all loss, cost, damage and expense, including reasonable fees and
expenses for counsel, incurred by the Administrator resulting from any
claim, demand, action or suit in connection with the Administrator's
acceptance of this Agreement, any action or omission by it in the
performance of its duties hereunder, or as a result of acting upon any
instructions reasonably believed by it to have been duly authorized by the
Fund, provided that this indemnification shall not apply to actions or
omissions of the Administrator, its officers or employees in cases of its
or their own bad faith, negligence, willful misconduct or reckless
disregard of its or their obligations and duties under this Agreement.
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The Fund will be entitled to participate at its own expense in
the defense, or, if it so elects, to assume the defense of any suit brought
to enforce any liability subject to the indemnification provided above. In
the event the Fund elects to assume the defense of any such suit and retain
counsel, the Administrator or any of its affiliated persons, named as
defendant or defendants in the suit, may retain additional counsel but
shall bear the fees and expenses of such counsel unless (i) the Fund shall
have specifically authorized the retaining of such counsel or (ii) the
Administrator shall have determined in good faith that the retention of
such counsel is required as a result of a conflict of interest. Neither
the Administrator nor any of its affiliated persons shall in any case
confess any claim or make any compromise or settlement in any case in which
the Fund may be required to indemnify any such persons except with the
Fund's prior written consent.
The indemnification contained herein shall survive the
termination of this Agreement.
9. CONFIDENTIALITY
The Administrator agrees that, except as otherwise required by
law, it will keep confidential all books, records and information in its
possession relating to the Fund or its shareholders or shareholder accounts
and will not disclose the same to any person except at the request or with
the written consent of the Fund.
10. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS
The Fund assumes full responsibility for complying with all
securities, tax, commodities and other laws, rules and regulations
applicable to it.
In compliance with the requirements of Rule 31a-3 under the
1940 Act, the Administrator agrees that all records which it maintains for
the Fund shall at all times remain the property of the Fund, shall be
readily accessible during normal business hours, and shall be promptly
surrendered upon the termination of the Agreement or otherwise on written
request. The Administrator further agrees that all records which it
maintains for the Fund pursuant to Rule 31a-1 under the 1940 Act will be
preserved for the periods prescribed by Rule 31a-2 under the 1940 Act
unless any such records are earlier surrendered as provided above. Records
shall be surrendered in usable machine-readable form.
11. SERVICES NOT EXCLUSIVE
The services of the Administrator to the Fund are not to be
deemed exclusive, and the Administrator shall be free to render similar
services to others. The Administrator shall be deemed to be an independent
contractor and shall, unless otherwise expressly provided herein or
authorized by the Fund from time to time, have no authority to act or
represent the Fund in any way or otherwise be deemed an agent of the Fund.
12. TERM, TERMINATION AND AMENDMENT
This Agreement shall become effective on the date first written
above. The Agreement shall continue in effect unless and until terminated
in writing by either party on sixty (60) days' prior written
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notice. Termination of this Agreement with respect to any given Series
shall in no way affect the continued validity of this Agreement with
respect to any other Series. Upon termination of this Agreement, the Fund
shall pay to the Administrator such compensation and any reimbursable
expenses as may be due under the terms hereof as of the date of such
termination, including reasonable out-of-pocket expenses associated with
such termination. This Agreement may be modified or amended from time to
time by mutual written agreement of the parties hereto.
13. NOTICES
Any notice or other communication authorized or required by
this Agreement to be given to either party shall be in writing and deemed
to have been given when delivered in person or by confirmed facsimile, or
posted by certified mail, return receipt requested, to the following
address (or such other address as a party may specify by written notice to
the other): if to the Fund: The CountryBaskets Index Fund, Inc., c/o
Deutsche Xxxxxx Xxxxxxxx/X.X. Xxxxxxxx Inc., 00 Xxxx 00xx Xxxxxx, Xxx Xxxx,
Xxx Xxxx, 00000, Attn: Xxxxxx Xxxxx, fax: (000) 000-0000; if to the
Administrator: State Street Bank and Trust Company, 0000 Xxxxxxxx Xxxxx,
Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000, Attn: Xxxxx X. Xxxxxx, Vice President
and Senior Counsel, fax: (000) 000-0000.
14. NON-ASSIGNABILITY
This Agreement shall not be assigned by either party hereto
without the prior consent in writing of the other party, except that the
Administrator may assign this Agreement to a successor of all or a
substantial portion of its business, or to a party controlling, controlled
by or under common control with the Administrator.
15. SUCCESSORS
This Agreement shall be binding on and shall inure to the
benefit of the Fund and the Administrator and their respective successors
and permitted assigns.
16. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the
parties hereto with respect to the subject matter hereof and supersedes all
previous representations, warranties or commitments regarding the services
to be performed hereunder whether oral or in writing.
17. WAIVER
The failure of a party to insist upon strict adherence to any
term of this Agreement on any occasion shall not be considered a waiver nor
shall it deprive such party of the right thereafter to insist upon strict
adherence to that term or any term of this Agreement. Any waiver must be in
writing signed by the waiving party.
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18. FORCE MAJEURE
The Administrator shall not be responsible or liable for any
failure or delay in performance of its obligations under this Agreement
arising out of or caused, directly or indirectly, by circumstances beyond
its control, including without limitation, work stoppage, power or other
mechanical failure, computer virus which the Administrator could not have
prevented by using commercially reasonable methods, natural disaster,
governmental action or communication disruption.
19. SEVERABILITY
If any provision of this Agreement is invalid or unenforceable,
the balance of the Agreement shall remain in effect, and if any provision
is inapplicable to any person or circumstance it shall nevertheless remain
applicable to all other persons and circumstances.
20. GOVERNING LAW
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The Commonwealth of
Massachusetts.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers designated below as of the date first written
above.
THE COUNTRYBASKETSSM INDEX FUND, INC.
By:
Name:
Title:
STATE STREET BANK AND TRUST COMPANY
By:
Name:
Title:
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ADMINISTRATION AGREEMENT
The CountryBasketsSM Index Fund, Inc.
SCHEDULE A
Listing of Series and Authorized Shares
Series Authorized Shares as of , 0000
Xxxxxxxxx Index Series 200,000,000
France Index Series 200,000,000
Germany Index Series 200,000,000
Hong Kong Index Series 200,000,000
Italy Index Series 200,000,000
Japan Index Series 200,000,000
South Africa Index Series 200,000,000
UK Index Series 200,000,000
US Index Series 200,000,000
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ADMINISTRATION AGREEMENT
The CountryBasketsSM Index Fund, Inc.
SCHEDULE B
Fees and Expenses
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ADMINISTRATION AGREEMENT
The CountryBasketsSM Index Fund, Inc.
SCHEDULE C
Registration of Fund Shares
with State Securities Administrators
The Administrator will prepare and file required documentation to maintain
the registration or exemption from registration of Shares of each Series in
accordance with the securities laws of each jurisdiction in which such
Shares are to be offered or sold as determined by the Fund. The
registration services shall consist of the following:
1. Filing amendments to the Fund's Application to Register
Securities, if applicable;
2. Filing amendments to the Fund's registration statement under
applicable state securities laws where required;
3. Filing Fund sales reports and advertising literature where
required;
4. Payment at the expense of the Fund of any Fund state
registration and filing fees in connection with the maintenance
of registration or exemption of the Shares;
5. Filing the Prospectus and statements of additional information,
any supplements thereto or any amendments to the registration
statement on Form N-1A, where required to maintain the
registration or exemption of the Shares;
6. Filing required documentation to renew registration of Fund as
issuer or issuer/dealer;
7. Filing of annual, semi-annual and quarterly reports,
supplements or amendments thereto and proxy statements where
required; and
8. The performance of such additional services as the
Administrator and the Fund may agree upon in writing.
Unless otherwise specified in writing by the Administrator, registration
services by the Administrator shall not include determining the
availability of exemptions under a jurisdiction's blue sky law. Any such
determination shall be made by the Fund or its legal counsel. In
connection with the services described herein, the Fund shall issue in
favor of the Administrator a power of attorney to register Shares on behalf
of the Fund, which power of attorney shall be substantially in the form of
Exhibit I attached hereto.
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ADMINISTRATION AGREEMENT
The CountryBasketsSM Index Fund, Inc.
EXHIBIT I
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, as of , 1996 that The
CountryBasketsSM Index Fund, Inc. (the "Fund") makes, constitutes, and
appoints STATE STREET BANK AND TRUST COMPANY (the "Administrator") with
principal offices at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx its lawful
attorney-in-fact for it to do as if it were itself acting, the following:
1. REGISTRATION OF SHARES. The power to register shares of each
authorized Series of the Fund in each jurisdiction in which Shares
are offered or sold and in connection therewith the power to prepare,
execute, and deliver and file any and all applications, including
without limitation, applications to register shares, to register
agents, consents, including consents to service of process, reports,
including without limitation, all periodic reports, claims for
exemption, or other documents and instruments now or hereafter
required or appropriate in the judgment of the Administrator in
connection with the registration of Shares, provided that this
Limited Power of Attorney shall not include the power to execute,
deliver or file any application, consent or other document to
maintain an office of the Fund in any state, to change the terms of
the offering of the Shares in any state from the terms set forth in
its registration statement filed with the Securities and Exchange
Commission, to qualify the Fund as a foreign corporation in any state
or to consent to service of process in any state other than with
respect to claims arising out of the offering of Shares.
2. CHECKS. The power to draw, endorse, and deposit checks in the name
of the Fund in connection with the registration of Shares of any
Series with state securities administrators.
The execution of this limited power of attorney shall be deemed coupled
with an interest and shall be revocable only upon receipt by the
Administrator of termination of such authority. Nothing herein shall be
construed to constitute the appointment of the Administrator as or
otherwise authorize the Administrator to act as an officer or director of
the Fund.
IN WITNESS WHEREOF, the Fund has caused this Agreement to be executed in
its name and on its behalf by and through its duly authorized officer, as
of the date first written above.
The CountryBasketsSM Index Fund, Inc.
By:
Name:
Title:
