1
TRANSFER AGENCY AND SERVICE AGREEMENT
between
THE COUNTRYBASKETSSM INDEX FUND, INC.
and
STATE STREET BANK AND TRUST COMPANY
1G - Domestic Corp/Series
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TABLE OF CONTENTS
Page
1. Terms of Appointment; Duties of the Bank . . . . . . . . . . . . 1
2. Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . 4
3. Representations and Warranties of the Bank . . . . . . . . . . . 5
4. Representations and Warranties of the Fund . . . . . . . . . . . 5
5. Data Access and Proprietary Information . . . . . . . . . . . . 6
6. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . 7
7. Standard of Care . . . . . . . . . . . . . . . . . . . . . . . . 8
8. Covenants of the Fund and the Bank . . . . . . . . . . . . . . . 8
9. Termination of Agreement . . . . . . . . . . . . . . . . . . . . 9
10. Additional Series . . . . . . . . . . . . . . . . . . . . . . . 9
11. Assignment; Subcontractors . . . . . . . . . . . . . . . . . . 9
12. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
13. Massachusetts Law to Apply . . . . . . . . . . . . . . . . . . . 10
14. Force Majeure . . . . . . . . . . . . . . . . . . . . . . . . . 10
15. Consequential Damages . . . . . . . . . . . . . . . . . . . . . 10
16. Merger of Agreement . . . . . . . . . . . . . . . . . . . . . . 10
17. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . 10
18. Book-Entry System . . . . . . . . . . . . . . . . . . . . . . . 11
Schedule A . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Schedule B . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Schedule C . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
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TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the day of , 1996, by and between The
CountryBasketsSM Index Fund, Inc., a Maryland corporation, having its
principal office and place of business at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000 (the "Fund"), and State Street Bank and Trust Company, a
Massachusetts trust company, having its principal office and place of
business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the "Bank").
WHEREAS, the Fund is authorized to issue shares of common stock, par value
$.001 per share ("CB Shares(SM)"), in separate series, with each such series
representing interests in a separate portfolio of securities and other
assets;
WHEREAS, the Fund intends to sell and redeem CB Shares(SM) only in
aggregations of the number of CB Shares(SM) specified with respect to each
series (each a "Creation Unit");
WHEREAS, the Fund will initially offer CB Shares(SM) in nine series, the
Australia Index Series, the France Index Series, the Germany Index Series,
the Hong Kong Index Series, the Italy Index Series, the Japan Index Series,
the South Africa Index Series, the UK Index Series and the US Index Series
(each such series, together with each other series subsequently established
by the Fund and made subject to this Agreement in accordance with Section
10, being herein referred to as a "Series", and collectively as the
"Series");
WHEREAS, the CB Shares(SM) of each of the initial nine Series have been
approved for listing on the New York Stock Exchange ("NYSE"), subject to
notice of issuance;
WHEREAS, the NYSE trading symbol, the CUSIP number of the CB Shares(SM) and
the number of CB Shares(SM) per Creation Unit of each Series is set forth in
Schedule A hereto;
WHEREAS, The Depository Trust Company, a limited purpose trust company
organized under the laws of the State of New York ("DTC"), or its nominee,
will be the initial record or registered owner (the "Shareholder") of all
CB Shares(SM);
WHEREAS, certificates will not be issued for CB Shares(SM) unless neither DTC
nor a replacement depository shall be the depository for the CB Shares(SM);
and
WHEREAS, the Fund desires to appoint the Bank as the transfer agent and
dividend disbursing agent with respect to each Series and the Bank desires
to accept such appointment;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:
1. Terms of Appointment; Duties of the Bank
1.1 Subject to the terms and conditions set forth in this Agreement and
in the currently effective prospectus and statement of additional
information of the Fund (together, the "Prospectus"), the
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Fund hereby employs and appoints the Bank and the Bank agrees to act as
transfer agent for the Fund's authorized and issued CB Shares(SM) of each
Series and as the Fund's dividend disbursing agent.
1.2 Anything to the contrary herein notwithstanding, until such time as
the Fund issues certificates for the CB Shares(SM), the CB Shares(SM)
shall be held in book-entry form only through the facilities of DTC (or
such other depository as may be selected by the Fund) and the Bank
shall deal with such CB Shares(SM) and perform its services hereunder
accordingly.
1.3 The Bank agrees that it will perform the following services:
(a) In accordance with procedures established from time to time
with respect to each Series by agreement between the Fund and
the Bank, the Bank shall:
(i) Review upon receipt from the Fund's distributor (the
"Distributor") orders for the purchase of Creation Unit
aggregations of CB Shares(SM) which have been submitted to
the Distributor and based on its records and the records
of DTC determine whether the order if accepted will
result in the depositor of the Fund Basket or Baskets
owning or appearing to own eighty percent (80%) of the
outstanding CB Shares(SM) of such Series and provide advice
of the same to the Distributor;
(ii) Receive from the Distributor purchase orders for Creation
Unit aggregations of CB Shares(SM) received in good form and
accepted by or on behalf of the Fund by the Distributor,
and pursuant to such orders issue the appropriate number
of CB Shares(SM) of the applicable Series and hold such CB
Shares(SM) in the account of the Shareholder for each of the
respective Series of the Fund;
(iii) Provide the Distributor, by means of facsimile, with
confirmations of the issuance of Creation Units, such
confirmations to be delivered by the Distributor;
(iv) Receive for acceptance from Authorized Participants (as
defined in the Prospectus) redemption requests; deliver
the appropriate documentation thereof to the authorized
custodian of the Fund (the "Custodian"); generate and
transmit or cause to be generated and transmitted
confirmation of receipt of such redemption requests to
the Authorized Participants submitting the same; and
redeem the appropriate number of CB Shares(SM) held in the
account of the Shareholder;
(v) Act as Index Receipt Agent with respect to purchases and
redemptions of Creation Unit aggregations of CB Shares(SM)
of the U.S. Index Series through the Continuous Net
Settlement System of the National Securities Clearing
Corporation ("NSCC") in accordance with the terms of each
Authorized Participant Agreement among the Fund, the
Distributor, the Bank and the Authorized Participant
named therein and the rules and procedures established by
NSCC from time to time;
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(vi) Prepare and transmit by means of DTC's book-entry system
payments for dividends and distributions declared by the
Fund with respect to each Series;
(vii) Maintain the record of the name and address of the
Shareholder and the number of CB Shares(SM) issued by each
Series of the Fund and held by the Shareholder;
(viii) Record the issuance of CB Shares(SM) of the Fund and
maintain pursuant to SEC Rule 17Ad-10(e) a record of the
total number of CB Shares(SM) of the Fund and of each Series
which are authorized, based upon data provided to it by
the Fund, issued and outstanding. The Bank shall also
provide the Fund on a regular basis with the total number
of CB Shares(SM) which are authorized, issued and
outstanding and shall not issue any Shares of a Series in
excess of the number of authorized shares of such Series
and shall have no obligation when recording the issuance
of CB Shares(SM) to take cognizance of any laws relating to
the issue or sale of such CB Shares(SM), which function
shall be the sole responsibility of the Fund except that
the Bank shall act in accordance with instructions of the
Fund related thereto;
(ix) Prepare and transmit to the Fund and the Administrator
all information with respect to purchases and redemptions
of CB Shares(SM) as may be required to be reported to the
NYSE and any other applicable securities exchange;
(x) On days that a Series may accept orders for purchases or
redemptions, calculate and transmit to the Custodian and
the Fund's administrator the number of outstanding CB
Shares(SM) for each Series;
(xi) On days that a Series may accept orders for purchases or
redemptions, transmit to the Custodian, the Fund and DTC
the amount of CB Shares(SM) purchased and redeemed for such
Series;
(xii) Confirm to DTC the number of CB Shares(SM) evidenced by each
global certificate in registered form (the "Global
Certificate") issued to the Shareholder, as DTC may
reasonably request;
(xii) Prepare and deliver other reports, information and
documents to DTC as DTC may reasonably request;
(xiv) On days that a Series may accept orders for purchases or
redemptions, notify the Distributor of the net asset
value per CB Share SM of such Series by sending a telecopy
to the office of the Distributor at the address set forth
in the Fund's Prospectus;
(xv) Extend voting rights to the Shareholder and/or beneficial
owners of CB Shares(SM) in accordance with the policies and
procedures of DTC for book-entry only securities;
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(xvi) Issue CB Shares(SM) and maintain Shareholder records in
accordance with the Prospectus in connection with any
dividend reinvestment plan, if adopted by the Board of
Directors; and
(xvii) Maintain those books and records of the Fund that are
required under Rule 31a-1(b)(2)(D) of the 1940 Act unless
otherwise directed by the Fund.
(b) In addition to and neither in lieu nor in contravention of the
services set forth in the above paragraph (a), the Bank shall
perform the customary services of a transfer agent and dividend
disbursing agent, including but not limited to: maintaining
the account of the Shareholder for each Series, obtaining a
list of DTC participants holding interests in the Global
Certificate at the request of the Fund, mailing proxy material,
shareholder reports and Prospectuses to the Shareholder or DTC
participants or beneficial owners of CB Shares(SM) at the request
of the Distributor or the Fund.
(c) For so long as CB Shares(SM) are represented by Global
Certificates, the following shall be delivered to DTC for
delivery to beneficial owners in accordance with the procedures
for book-entry only securities of DTC:
(i) Annual and semi-annual reports of the Fund;
(ii) Proxies, proxy statements and other proxy soliciting
materials;
(iii) Prospectus and amendments and supplements to the
Prospectus, including stickers; and
(iv) Other communications as may be required by law or
reasonably requested by the Fund.
(d) The Bank shall provide additional services on behalf of the
Fund (e.g., escheatment services) which may be agreed upon in
writing between the Fund and the Bank.
(e) With respect to notices of an intention for the purchase of CB
Shares(SM) from an Authorized Participant (as defined in the
Prospectus) ("Intentions"), the Bank will:
(i) Upon receipt from the Distributor of a notice of an
Intention, assist the Distributor in determining whether
acceptance of the subsequent purchase order would result
in (a) the beneficial owner owning 80 percent or more of
the CB Shares(SM) or (b) the issuance of CB Shares(SM) in
excess of the number authorized by the particular Series;
(ii) Process Intentions received from the Distributor; and
1.4 In the event that (a) DTC notifies the Fund that it is unwilling or
unable to continue as depositary for the CB Shares(SM) or (b) the Fund
in its sole discretion determines to discontinue use of the DTC book-
entry system for the transfer of CB Shares(SM) and in either case, no
replacement depositary is appointed by the Fund, certificates
represented by the CB Shares(SM) will be printed and delivered, and,
upon ninety days prior notice to the Bank, this Agreement will be
amended
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to reflect the holding of CB Shares(SM) in certificated form, such amendment
to include the addition of provisions substantially as set forth in
Schedule C to this Agreement.
2. Fees and Expenses
2.1 For the performance by the Bank of the services to be rendered by it
pursuant to this Agreement, the Fund agrees with respect to each
Series to pay the Bank an annual maintenance fee for each Series as
set forth in the initial fee schedule attached hereto as Schedule B.
Such fees and out-of-pocket expenses and advances identified under
Section 2.2 below may be changed from time to time subject to mutual
written agreement between the Fund and the Bank.
2.2 In addition to the fee paid under Section 2.1 above, the Fund agrees
with respect to each Series to reimburse the Bank for reasonable
out-of-pocket expenses, including but not limited to postage, forms,
telephone, microfilm, microfiche, tabulating proxies, records storage
or advances incurred by the Bank for the items set out in Schedule B.
In addition, any other expenses incurred by the Bank at the request
or with the consent of the Fund, will be reimbursed by the Fund with
respect to each Series.
2.3 The Fund agrees with respect to each Series to pay all fees and
reimbursable expenses promptly upon the receipt of the billing
notice. Postage for mailing of dividends, proxies, Fund reports and
other mailings to all shareholder and beneficial owner accounts shall
be advanced to the Bank by the Fund at least seven (7) days prior to
the mailing date in cases where the Bank is to mail such materials to
DTC Participants and beneficial owners of CB Shares(SM).
3. Representations and Warranties of the Bank
The Bank represents and warrants to the Fund that:
3.1 It is a trust company duly organized, existing and in good standing
under the laws of The Commonwealth of Massachusetts;
3.2 It is duly qualified to carry on its business in The Commonwealth of
Massachusetts;
3.3 It is empowered under applicable laws and by its Charter and By-Laws
to enter into and perform this Agreement;
3.4 All requisite corporate proceedings have been taken to authorize it
to enter into and perform this Agreement;
3.5 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under
this Agreement; and
3.6 It is duly qualified to act as transfer agent and registrar in
accordance with the requirements of the New York Stock Exchange.
4. Representations and Warranties of the Fund
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The Fund represents and warrants to the Bank that:
4.1 It is a corporation, duly incorporated, existing and in good standing
under the laws of the State of Maryland;
4.2 It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement;
4.3 All necessary corporate proceedings have been taken to authorize it
to enter into and perform this Agreement;
4.4 It is an open-end and non-diversified management investment company
registered under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
4.5 A registration statement under the Securities Act of 1933, as amended
(the "1933 Act"), and the 1940 Act with respect to each of the Series
has become and is currently effective.
5. Data Access and Proprietary Information
5.1 The Fund acknowledges that the computer programs, screen formats,
report formats, interactive design techniques, and documentation
manuals furnished to the Fund by the Bank as part of the Fund's
ability to access certain Fund-related share activity and shareholder
data ("Customer Data") maintained by the Bank on databases under the
control and ownership of the Bank or other third party ("Data Access
Services") constitute copyrighted, trade secret, or other proprietary
information (collectively, "Proprietary Information") of substantial
value to the Bank or other third party. In no event shall
Proprietary Information be deemed Customer Data or Customer Data be
deemed Proprietary Information. The Fund agrees to treat all
Proprietary Information as proprietary to the Bank and further agrees
that it shall not divulge any Proprietary Information to any person
or organization except as may be provided hereunder. Without
limiting the foregoing, the Fund agrees for itself, its employees,
officers and agents:
(a) to access Customer Data solely from locations as may be
designated in writing by the Bank and solely in accordance with
the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the
Proprietary Information except for use in reports prepared for
the Fund's officers or directors or for use in reports prepared
for the Fund by the Fund's service providers;
(c) to refrain from obtaining unauthorized access to any portion of
the Proprietary Information, and if such access is
inadvertently obtained, to inform in a timely manner of such
fact and dispose of such information in accordance with the
Bank's instructions;
(d) to refrain from causing or allowing third-party data acquired
hereunder from being retransmitted to any other computer
facility or other location, except with the prior written
consent of the Bank;
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(e) that the Fund shall have access only to those authorized
transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to
protect at the Bank's expense the rights of the Bank in
Proprietary Information at common law, under federal copyright
law and under other federal or state law.
Each party shall take reasonable efforts to advise its officers or
employees of their obligations pursuant to this Section 5. The
obligations of this Section shall survive any termination of this
Agreement.
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5.2 If the Fund notifies the Bank that any of the Data Access Services do
not operate in material compliance with the most recently issued user
documentation for such services, the Bank shall make best efforts in
a timely manner to correct such failure. Organizations from which
the Bank may obtain certain data included in the Data Access Services
are solely responsible for the contents of such data and the Fund
agrees to make no claim against the Bank arising out of the contents
of such third-party data, including, but not limited to, the accuracy
thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE
SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS,
AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES
EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO,
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
5.3 If the transactions available to the Fund include the ability to
originate electronic instructions to the Bank in order to (i) effect
the transfer or movement of cash or CB Shares(SM) or (ii) transmit
shareholder information or other information, then in such event the
Bank shall be entitled to rely on the validity and authenticity
of such instruction without undertaking any further inquiry as long
as such instruction is undertaken in conformity with reasonable
security procedures established by the Bank from time to time.
6. Indemnification
6.1 The Bank shall not be responsible for, and the Fund shall with
respect to each Series indemnify and hold the Bank harmless from and
against, any and all losses, damages, costs, charges, reasonable
counsel fees, payments, expenses and liability arising out of or
attributable to:
(a) All actions of the Bank or its agents or subcontractors
identified to the Fund in Section 11.3 ("Section 11.3
Subcontractors") hereof required to be taken pursuant to this
Agreement, provided that such actions are taken in good faith
and without negligence, willful misconduct or reckless
disregard of its or their obligations and duties under this
Agreement;
(b) The Fund's lack of good faith, or its negligence or willful
misconduct which arise out of the breach of any representation
or warranty of the Fund hereunder;
(c) The good faith reliance on or use by the Bank or its agents or
Section 11.3 Subcontractors of information, records or
documents which (i) are received by the Bank or its agents or
such Section 11.3 Subcontractors from persons authorized by the
Fund's Board of Directors ("Authorized Persons") or (ii) have
been prepared or maintained by the Fund or any other person or
firm on behalf of the Fund;
(d) The reliance on, or the carrying out by the Bank or its agents
or Section 11.3 Subcontractors of any instructions or requests
of the Fund received from Authorized Persons with respect to
each Series; or
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(e) The offer or sale of CB Shares(SM) in violation of any requirement
under the federal securities laws or regulations or the
securities laws or regulations of any state or in violation of
any stop order or other determination or ruling by any federal
agency or any state with respect to the offer or sale of such
CB Shares(SM) in such state.
6.2 At any time the Bank may apply to any officer of the Fund for
instructions, and may consult with legal counsel with respect to any
matter arising in connection with the services to be performed by the
Bank under this Agreement, and the Bank and its agents or Section
11.3 Subcontractors shall not be liable and shall be indemnified by
the Fund with respect to the applicable Series for any action taken
or omitted by it in good faith reliance upon such instructions or
upon the opinion of such counsel. The Bank, its agents and Section
11.3 Subcontractors shall be protected and indemnified in acting upon
any paper or document furnished by or on behalf of the Fund,
reasonably believed to be genuine and to have been signed by the
proper person or persons, or upon any instruction, information, data,
records or documents provided the Bank or its agents or such Section
11.3 Subcontractors by machine readable input, telex, CRT data entry
or other similar means authorized by the Fund, and shall not be held
to have notice of any change of authority of any person, until
receipt of written notice thereof from the Fund.
6.3 In order that the indemnification provisions contained in this
Article 6 shall apply to a claim for which the Fund may be required
to indemnify the Bank, the Bank shall promptly notify the Fund of
such assertion and shall keep the Fund advised with respect to all
developments concerning such claim. The Fund will be entitled to
participate in 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.
The Bank shall in no case confess any claim or make any compromise or
settlement in any case in which the Fund may be required to indemnify
the Bank except with the Fund's prior written consent.
7. Standard of Care
The Bank shall at all times act in good faith and agrees to use its
best efforts within reasonable limits to insure the delivery and
accuracy of all services to be performed, including any documents or
information to be provided by it, under this Agreement, but assumes
no responsibility and shall not be liable for loss or damage due to
errors unless said errors are caused by its negligence, bad faith, or
willful misconduct or that of its agents, employees or Section 11.3
Subcontractors or the reckless disregard of its or their obligations
and duties hereunder.
8. Covenants of the Fund and the Bank
8.1 The Fund shall with respect to each Series promptly furnish to the
Bank the following:
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(a) Certified copies of the resolutions of the Board of Directors
of the Fund authorizing (1) the appointment of the Bank and the
execution and delivery of this Agreement and (2) the Authorized
Persons to give instructions or requests to the Bank pursuant
to this Agreement;
(b) A copy of the Articles of Incorporation and By-Laws of the Fund
and all amendments thereto; and
(c) A copy of the Fund's currently effective registration statement
under the 1933 Act and the 1940 Act and the Prospectus relating
to all Series and all amendments and supplements thereto.
8.2 The Bank shall keep records relating to the services to be performed
hereunder, in the form and manner as it may reasonably deem
advisable. To the extent required by Section 31 of the 1940 Act and
the rules thereunder, the Bank agrees that all such records prepared
or maintained by the Bank relating to the services to be performed by
the Bank hereunder are the property of the Fund and will be
preserved, maintained and made available in accordance with such
Section and rules, and will be surrendered promptly to the Fund upon
the termination of this Agreement or on and in accordance with its
request. All records shall be reasonably available for inspection
and use by the Fund.
8.3 The Bank and the Fund agree that all books, records, information and
data pertaining to the business of the other party which are
exchanged or received pursuant to the negotiation or the carrying out
of this Agreement shall remain confidential, and shall not be
voluntarily disclosed to any other person, except as may be required
by law.
8.4 In case of any requests or demands for the inspection of the
shareholder records of the Fund, the Bank will endeavor to notify the
Fund and to secure instructions from an Authorized Person of the
Fund as to such inspection. The Bank reserves the right, however, to
exhibit the shareholder records to any person whenever it is advised
by its counsel that it may be held liable under applicable law for
the failure to exhibit the shareholder records to such person.
9. Termination of Agreement
9.1 This Agreement may be terminated by either party upon sixty (60)
days' written notice to the other.
9.2 Upon the termination of this Agreement by either party, all
reasonable out-of-pocket expenses associated with the delivery of
records and material in accordance with the Fund's instructions will
be borne by the Fund with respect to each Series. Additionally, the
Bank reserves the right to charge for any other reasonable expenses
associated with such termination.
10. Additional Series
In the event that at any time the Fund establishes one or more Series
in addition to those then set forth in Schedule A for which it
desires to have the Bank render services as transfer agent and
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dividend disbursing agent under the terms hereof, it shall so notify the
Bank in writing, and if the Bank agrees in writing to provide such
services, such Series of the Fund shall become a Series subject to the
provisions of this Agreement and shall be added to Schedule A.
11. Assignment; Subcontractors
11.1 Except as provided in Section 11.3 below, neither this Agreement nor
any rights or obligations hereunder may be assigned by either party
without the prior written consent of the other party.
11.2 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective successors and permitted assigns.
11.3 The Bank may, without further consent on the part of the Fund,
subcontract for the performance hereof with (i) Boston Financial Data
Services, Inc., a Massachusetts corporation ("BFDS"), which is duly
registered as a transfer agent pursuant to Section 17A(c)(1) of the
Securities Exchange Act of 1934, as amended ("Section 17A(c)(1)"),
(ii) a BFDS subsidiary duly registered as a transfer agent pursuant
to Section 17A(c)(1) or (iii) a BFDS affiliate registered pursuant to
Section 17A(c)(1) to the extent such registration is required by law
in order to perform the services so delegated; provided, however,
that the Bank shall be as fully responsible to the Fund for the acts
and omissions of any such subcontractor as it is for its own acts and
omissions.
11.4 The Bank may, with the consent of the Fund, subcontract for the
performance of all or some of its duties under Section 1.3(a)(iv)
with respect to the processing of redemption requests for CB SharesSM
to a subcontractor designated in writing by the Fund.
Notwithstanding any provision of this Agreement to the contrary, the
Bank shall have no liability for and shall be indemnified by the Fund
against any and all losses, damages, costs, charges, reasonable
counsel fees, payments, expenses and liability arising out of or
attributable to the acts or omissions of any such subcontractor.
12. Amendment
This Agreement may be amended or modified by a written agreement
executed by both parties.
13. Massachusetts Law to Apply
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The Commonwealth
of Massachusetts without reference to the choice of law provisions
thereof.
14. Force Majeure
In the event either party is unable to perform its obligations under
the terms of this Agreement because of acts of God, strikes,
equipment or transmission failure or damage reasonably beyond its
control, or other causes reasonably beyond its control, such party
shall not be liable for
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damages to the other for any damages resulting from such failure to perform
or otherwise from such causes.
15. Consequential Damages
Neither party to this Agreement shall be liable to the other party
for consequential damages under any provision of this Agreement or
for any consequential damages arising out of any act or failure to
act hereunder.
16. Merger of Agreement
This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject
matter hereof whether oral or written.
17. Counterparts
This Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
18. Book-Entry System
Until the issuance of certificates in definitive form other than the
Global Certificate, the rights of beneficial owners of CB Shares(SM)
shall be exercised through DTC and the DTC participants, and shall be
those established by law and agreements between DTC and DTC
participants.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly
authorized officers, as of the day and year first written above.
THE COUNTRYBASKETSSM INDEX FUND, INC.
By:
Name:
Title:
ATTEST:
STATE STREET BANK AND TRUST COMPANY
By:
Name:
Title: Executive Vice President
ATTEST:
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Transfer Agency and Service Agreement
The CountryBasketsSM Index Fund, Inc.
Schedule A
Name of Series CB Shares(SM) Per
(Trading Symbol) CUSIP Creation Xxxx
00000X
Xxxxxxxxx Index Series 10 9 100,000
(GXA)
France Index Series 20 8 100,000
(GXF)
Germany Index Series 30 7 100,000
(GXG)
Hong Kong Index Series 40 6 100,000
(GXH)
Italy Index Series 50 5 100,000
(GXI)
Japan Index Series 60 4 250,000
(GXJ)
South Africa Index Series 70 3 100,000
(GXR)
UK Index Series 80 2 100,000
(GXK)
US Index Series 88 5 100,000
(GXU)
15
Transfer Agency and Service Agreement
The CountryBasketsSM Index Fund, Inc.
Schedule B
Fee Schedule
16
Transfer Agency and Service Agreement
The CountryBasketsSM Index Fund, Inc.
Schedule C
In the event that this Agreement is amended pursuant to Section 1.4, the
Bank shall provide the services listed below in addition to the services
set forth in Section 1.3. The Bank shall:
1. Effect transfers of CB Shares(SM) by the registered owners thereof
upon receipt of appropriate instructions;
2. Issue replacement certificates for those certificates alleged to
have been lost, stolen or destroyed upon receipt by the Bank of
indemnification satisfactory to the Bank and protecting the Bank
and the Fund, and the Bank, at its option, may issue replacement
certificates in place of mutilated stock certificates upon
presentation thereof and without such indemnity;
3. Maintain records of account for registered owners of CB Shares(SM);
4. Prepare shareholder meeting lists;
5. Mail proxies and proxy materials, shareholder reports, prospectuses
and other shareholder communications set forth in Section 1.3(c) to
shareholders of the Fund;
6. Prepare and transmit payments for dividends and distributions
declared by the Fund on behalf of each Series;
7. Withhold taxes on U.S. resident and non-resident alien accounts,
prepare and file U.S. Treasury Department Forms 1099 and other
appropriate forms required with respect to dividends and
distributions by federal authorities for all shareholders; and
8. Prepare and mail statements of account to shareholders for all
purchases and redemptions of CB Shares(SM) and other confirmable
transactions in shareholder accounts.
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