U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer: The CountryBaskets Index Fund, Inc.
31 West 52nd Street, New York, NY 10019
2. Name of each series or class of funds for which this notice is filed:
The Australia Index Series
The France Index Series
The Germany Index Series
Series The Hong Kong Index Series
The Italy Index Series
The Japan Index Series
The South Africa Index Series
The UK Index Series
The US Index Series
3. Investment Company Act File Number: 811-8734
Securities Act File Number: 33-85710
4. Last day of fiscal year for which this notice is filed: 10/31/96
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6): NA
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant
to rule 24f-2 in a prior fiscal year, but which remained unsold at
the beginning of the fiscal year: None
-1-
<PAGE>
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2: None
9. Number and aggregate sale price of securities sold during the fiscal
year:
SHARES SALE PRICE
8,603,469 $280,248,875
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
SHARES SALE PRICE
8,603,469 $280,248,875
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see Instruction B.7): None
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2
(from Item 10): $ 280,248,875
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11 if + 0
applicable):
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 43,267,804
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable): + 0
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2
[ line (i), plus line (ii), less line (iii), plus 236,981,071
line (iv) (if applicable)]
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see
Instruction C.6): x 1/33 of 1%
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$ 71,812.45
-2-
<PAGE>
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules
of Informal and Other Procedures (17 CFR 202.3a). [X]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
December 30, 1996
-----------------
SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By (Signature and Title)
/s/ Joseph Cheung
Treasurer
Date: December 27, 1996
-3-
<PAGE>
Exhibit Index.
Exhibit Description
- ------- -----------
99 Opinion Letter from Sullivan & Cromwell
<TABLE>
<S> <C>
SULLIVAN & CROMWELL
NEW YORK TELEPHONE: (212) 558-4000
TELEX: 62694 (INTERNATIONAL) 127816 (DOMESTIC) 125 Broad Street, New York 10004-2498
CABLE ADDRESS: LADYCOURT, NEW YORK __________
FACSIMILE: (212) 558-3588 (125 Broad Street) 250 PARK AVENUE, NEW YORK 10177-0021
(212) 558-3792 (250 Park Avenue) 1701 PENNSYLVANIA AVE, N.W. WASHINGTON, D.C. 20006-5805
444 SOUTH FLOWER STREET, LOS ANGELES 90071-2901
8, PLACE VENDOME, 75001 PARIS
ST. OLAVE'S HOUSE, 9a IRONMONGER LANE, LONDON EC2V 8EY
101 COLLINS STREET, MELBOURNE 3000
2-1, MARUNOUCHI I-CHOME, CHIYODA-KU, TOKYO 100
NINE QUEEN'S ROAD, CENTRAL, HONG KONG
</TABLE>
December 27, 1996
The CountryBaskets Index Fund, Inc.
c/o Deutsche Morgan Grenfell Inc.,
31 W. 52nd Street,
New York, New York 10019.
Dear Sirs:
You have requested our opinion in connection with the notice which you
propose to file pursuant to Rule 24f-2 under the Investment Company Act of 1940
with respect to your Common Stock, $0.001 par value ("Common Stock"), as
follows: 700,584 shares of Common Stock of your Australia Index Series (the
"Australia CB Shares"); 1,300,305 shares of Common Stock of your France Index
Series (the "France CB Shares"); 600,331 shares of Common Stock of your Germany
Index Series (the "Germany CB Shares"); 1,000,394 shares of Common Stock of your
Hong Kong Index Series (the "Hong Kong CB Shares"); 1,200,467 shares of Common
Stock of your Italy Index Series (the "Italy CB Shares"); 2,000,302 shares of
Common Stock of your Japan Index Series (the "Japan CB Shares"); 900,571 shares
of Common Stock of your South Africa Index Series (the "South Africa CB
Shares"); 300,299 shares of Common Stock of your UK Index Series (the "UK CB
Shares"); and 600,216 shares of Common Stock of your US Index Series (the "US CB
Shares").
As your counsel, we are familiar with your organization and corporate
status and the validity of your Common Stock.
We advise you that, in our opinion, the Australia CB Shares, the
France CB Shares, the Germany CB Shares, the Hong Kong CB Shares, the Italy CB
Shares, the Japan CB Shares, the South Africa CB Shares, the UK CB Shares and
the US CB Shares, are legally and validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the General Corporation Law of the
State of Maryland, and we are expressing no opinion as to the effect of the laws
of any other jurisdiction.
We consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the notice referred to above. In giving
such consent, we do not thereby admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933.
Very truly yours,
SULLIVAN & CROMWELL
