INVESTMENT ADVISORY AGREEMENT

Agreement made as of September 10, 2002, between FRESCO'sm' INDEX SHARES FUNDS, a Massachusetts business trust ("Trust"), and UBS GLOBAL ASSET MANAGEMENT (US) INC. ("UBS Global AM"), a Delaware corporation registered as an investment adviser under the Investment Advisers Act of 1940, as amended ("Advisers Act"), and as a broker-dealer under the Securities Exchange Act of 1934, as amended ("1934 Act").

WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended ("1940 Act"), as an open-end management investment company; and

WHEREAS, the Trust is authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets; and

WHEREAS, the Trust intends to initially offer shares in two series, the Fresco'sm' Dow Jones STOXX 50'sm' Fund and the Fresco'sm' Dow Jones Euro STOXX 50'sm' Fund, and any other series as to which this Agreement may hereafter be made applicable and set forth on Schedule A hereto (each such series being herein referred to as a "Fund", and collectively as the "Funds"); and

WHEREAS, the Trust desires to retain UBS Global AM as investment adviser, to furnish certain investment advisory and portfolio management services to the Trust with respect to the Funds, and UBS Global AM is willing to furnish such services;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, it is agreed between the parties hereto as follows:

1. Appointment. The Trust hereby appoints UBS Global AM as investment adviser of the Trust and each Fund for the period and on the terms set forth in this Agreement. UBS Global AM accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.

2. Duties as Investment Adviser.

(a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board"), UBS Global AM will provide a continuous investment program for a Fund, including investment research and management with respect to all securities and investments and cash equivalents in the Fund. UBS Global AM will determine, from time to time, what securities and other investments will be purchased, retained or sold by the Fund. UBS Global AM shall initially determine and make such modifications to the identity and number of shares of the securities to be accepted pursuant to such Fund's benchmark index in exchange for creation units for each Fund and the securities that will be applicable that day to redemption requests received for such Fund as may be necessary as a result of rebalancing adjustments and corporate action events (and may give directions to the Trust's custodian with respect to such designations). UBS Global AM may delegate to a sub-adviser, in whole or in part, UBS Global AM's duty to provide a continuous investment management program with respect to any Fund, including the provision

of investment management services with respect to a portion of the Fund's assets, in accordance with paragraph 5 of this Agreement.

(b) UBS Global AM agrees that, in placing orders with brokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of any Fund, UBS Global AM may, in its discretion, use brokers who provide UBS Global AM with research, analysis, advice and similar services, and UBS Global AM may cause a Fund to pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to UBS Global AM's determining in good faith that such commission is reasonable in relation to the research and execution services received. In no instance will portfolio securities be purchased from or sold to UBS Global AM, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder, or any applicable exemptive orders. UBS Global AM may aggregate sales and purchase orders with respect to the assets of the Funds with similar orders being made simultaneously for other accounts advised by UBS Global AM or its affiliates. Whenever UBS Global AM simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by UBS Global AM, such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable, over time, to each account. The Trust recognizes that in some cases this procedure may adversely affect the results obtained for the Funds.

(c) UBS Global AM will oversee the maintenance of all books and records with respect to the securities transactions of each Fund, and will furnish the Board with such periodic and special reports as the Board reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, UBS Global AM hereby agrees that all records which it maintains for the Funds are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records which it maintains for the Trust and which are required to be maintained by Rule 31a-l under the 1940 Act, and further agrees to surrender promptly to the Trust any records which it maintains for the Funds upon request by the Trust.

(d) UBS Global AM will oversee the computation of the net asset value and the net income of each Fund as described in the currently effective registration statement of the Trust under the Securities Act of 1933, as amended, and the 1940 Act, and any amendments or supplements thereto ("Registration Statement") or as more frequently requested by the Board.

(e) The Trust hereby authorizes UBS Global AM and any entity or person associated with UBS Global AM which is a member of a national securities exchange to effect any transaction on such exchange for the account of any Fund, which transaction is permitted by Section 11(a) of the 1934 Act and the rules thereunder, and the Trust hereby consents to the retention of compensation by UBS Global AM or any person or entity associated with UBS Global AM for such transaction.

3. Use of Name. The Trust may use the name "Fresco" or any variant thereof in connection with the name of the Trust or any of the Funds, only for so long as this Agreement or any extension, renewal or amendment hereof remains in effect. At such time as this Agreement shall no longer be in effect, the Trust shall cease to use such a name or any other similar name.

In no event shall the Trust use the name "Fresco" or any variant thereof if UBS Global AM's functions are transferred or assigned to a company over which UBS Global AM does not have control or with which it is not affiliated. In the event that this Agreement shall no longer be in effect or UBS Global AM's functions are transferred or assigned to a company over which UBS Global AM does not have control or with which it is not affiliated, the Trust shall use its best efforts to legally change its name by filing the required documentation with appropriate state and federal agencies.

4. Further Duties. In all matters relating to the performance of this Agreement, UBS Global AM will act in conformity with the Declaration of Trust, By-Laws, and Registration Statement of the Trust and with the instructions and directions of the Board and will comply with the requirements of the 1940 Act, the rules thereunder, and all other applicable federal and state laws and regulations applicable to the Trust and the Funds.

5. Delegation of UBS Global AM's Duties as Investment Adviser. With respect to any or all Funds, UBS Global AM may enter into one or more contracts (each a "Sub-Advisory Agreement") with one or more sub-advisers in which UBS Global AM delegates to such sub-advisers any or all of its duties specified in paragraph 2 of this Agreement, provided that each Sub-Advisory Agreement imposes on the sub-adviser bound thereby all the corresponding duties and conditions to which UBS Global AM is subject by paragraph 2 of this Agreement and all the duties and conditions of paragraph 4 of this Agreement, and further provided that each Sub-Advisory Agreement meets all requirements of the 1940 Act and rules thereunder.

6. Services Not Exclusive. The services furnished by UBS Global AM hereunder are not to be deemed exclusive and UBS Global AM shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby or unless otherwise agreed to by the parties hereunder in writing. Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of UBS Global AM, who may also be a Trustee ("Board member"), officer or employee of the Trust, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.

7. Expenses.

(a) The Trust or a Fund may pay directly any expenses incurred by it in its normal operations and, if any such payment is consented to by UBS Global AM and acknowledged as otherwise payable by UBS Global AM pursuant to this Agreement, the Fund may reduce the advisory fee payable to UBS Global AM pursuant to paragraph 8 hereof by such amount. To the extent that such deductions exceed the fee payable to UBS Global AM on any monthly payment date, such excess shall be carried forward and deducted in the same manner from the fee payable on succeeding monthly payment dates to the extent not otherwise paid by UBS Global AM.

(b) UBS Global AM will assume the cost of any compensation for services provided to the Trust received by the officers of the Trust and by those Board members who are "interested persons" of the Trust as that term is defined in the 1940 Act.

(c) The payment or assumption by UBS Global AM of any expenses of the Trust or a Fund that UBS Global AM is not required by this Agreement to pay or assume shall not obligate UBS Global AM to pay or assume the same or any similar expense of the Trust or a Fund on any subsequent occasion.

8. Compensation.

(a) For the services to be provided by UBS Global AM hereunder with respect to each Fund, the Trust shall pay to UBS Global AM an annual advisory fee ("Advisory Fee") equal to the amounts set forth on Schedule A, attached hereto. UBS Global AM agrees to pay all expenses incurred by the Trust except for (i) Fund expenses incurred in connection with the execution of portfolio securities transactions on behalf of such Fund, (ii) expenses incurred in connection with any distribution plan adopted by the Trust pursuant to Rule 12b-1 under the 1940 Act, (iii) litigation expenses, (iv) taxes, including, but not limited to, income, excise, transfer and withholding taxes, (v) interest,
(vi) fees and salaries payable to the Trust's Board members and officers who are not "interested persons" of the Trust or UBS Global AM, (vii) all expenses incurred in connection with the Board members' services, including travel expenses and legal fees of counsel for those members of the Board who are not "interested persons" of the Trust, (viii) extraordinary expenses and (ix) the Advisory Fee.

(b) The Advisory Fee shall be computed and accrued daily based on the average daily net assets of each Fund and paid monthly to UBS Global AM on or before the first business day of the next succeeding calendar month.

(c) If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs.

(d) For the services provided and the expenses assumed pursuant to this Agreement with respect to any other Fund hereafter established, the Trust will pay to UBS Global AM from the assets of such Fund a fee in an amount to be agreed upon between the parties and set forth in Schedule A, attached hereto.

9. Limitation of Liability.

(a) UBS Global AM and its delegates, including any Sub-Adviser to any Fund or the Trust, shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund, the Trust or any of its shareholders, in connection with the matters to which this Agreement relates, except to the extent that such a loss results from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. Any person, even though also an officer, director, employee, or agent of UBS Global AM, who may be or become an officer, Board member, employee or agent of the Trust shall be deemed, when rendering services to any Fund or the Trust or acting with respect to any business of such Fund or the Trust, to be rendering such

service to or acting solely for the Fund or the Trust and not as an officer, director, employee, or agent or one under the control or direction of UBS Global AM even though paid by it.

(b) UBS Global AM is expressly put on notice of, and hereby acknowledges and agrees to, the limitation of shareholder liability as set forth in the Declaration of Trust of the Trust and agrees that the obligations assumed by the Trust under this contract shall be limited in all cases to the Trust and its assets. UBS Global AM shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Trust, nor shall UBS Global AM seek satisfaction of any such obligation from the Trustees or any individual Trustee of the Trust. UBS Global AM understands that the rights and obligations of each series of shares of the Trust under the Declaration of Trust are separate and distinct from those of any and all other series.

10. Duration and Termination.

(a) This Agreement shall become effective upon the date hereabove written provided that, with respect to any Fund, this Agreement shall not take effect unless it has first been approved (i) by a vote of a majority of those Board members of the Trust who are not parties to this Agreement or "interested persons" of any such party ("Independent Board Members") cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of that Fund's outstanding voting securities.

(b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from the above written date. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually: (i) by a vote of a majority of the Independent Board Members of the Trust, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or, with respect to any given Fund, by vote of a majority of the outstanding voting securities of such Fund.

(c) Notwithstanding the foregoing, with respect to any Fund, this Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of such Fund, on sixty days' written notice to UBS Global AM or by UBS Global AM at any time, without the payment of any penalty, on sixty days' written notice to the Trust. Termination of this Agreement with respect to any given Fund shall in no way affect the continued validity of this Agreement or the performance thereunder with respect to any other Fund. This Agreement will automatically terminate in the event of its assignment.

11. Amendment of this Agreement. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Agreement as to any given Fund shall be effective until approved by vote of a majority of such Fund's outstanding voting securities.

12. Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York, without giving effect to the conflicts of laws principles thereof, and in accordance with the 1940 Act, provided, however, that to the extent that the applicable laws of

the State of New York conflict with the applicable provisions of the 1940 Act, the latter shall control.

13. Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. As used in this Agreement, the terms "majority of the outstanding voting securities," "affiliated person," "interested person," "assignment," "broker," "investment adviser," "national securities exchange," "net assets," "prospectus," "sale," "sell" and "security" shall have the same meaning as such terms have in the 1940 Act, subject to such exemption as may be granted by the Securities and Exchange Commission by any rule, regulation or order. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is relaxed by a rule, regulation or order of the Securities and Exchange Commission, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated as of the day and year first above written.

                                                             FRESCO'sm' INDEX SHARES FUNDS

Attest:
                                                             By:      /s/David M. Goldenberg
By:      /s/Cynthia Lo Bessette                                          -------------------
         ----------------------                                       Name:  David M. Goldenberg
         Name:  Cynthia Lo Bessette                                   Title: Secretary
         Title: Assistant Secretary
                                                             UBS GLOBAL ASSET MANAGEMENT
                                                             (US) INC.

Attest:
                                                             By:      /s/Amy R. Doberman
By:      /s/Cynthia Lo Bessette                                          ---------------
            -------------------                                       Name:  Amy R. Doberman
         Name:  Cynthia Lo Bessette                                   Title: Managing Director,
         Title: Director,                                                    General Counsel
                Assistant General Counsel

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                 Fund                                   Advisory Fee
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Fresco'sm' Dow Jones STOXX 50'sm' Fund                      0.29%
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Fresco'sm' Dow Jones Euro STOXX 50'sm' Fund                 0.29%
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FRESCO'sm' INDEX SHARES FUNDS

PRINCIPAL UNDERWRITING AGREEMENT

Agreement made this 10th day of September, 2002, by and between Fresco'sm' Shares Index Funds, a Massachusetts business trust (the "Trust"), and UBS Global Asset Management (US) Inc., a Delaware corporation (the "Principal Underwriter").

WHEREAS, the Trust is a registered open-end management investment company organized as a series trust offering a number of portfolios of securities (each a "Fund" and collectively the "Funds"), each investing primarily in equity securities selected to reflect the performance of a specified securities index, having filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form N-1A (Nos. 333-92109 and 811-21145) under the Securities Act of 1933, as amended (the "1933 Act"), and the Investment Company Act of 1940, as amended (the "1940 Act");

WHEREAS, the Trust intends to create and redeem shares of beneficial interest, par value $.01 per Share (the "Shares") of each Fund on a continuous basis at their net asset value only in aggregations constituting a Creation Unit, as such term is defined in the Registration Statement;

WHEREAS, the Shares of each Fund will be listed on the New York Stock Exchange ("NYSE") and traded under the symbols set forth in Schedule I hereto;

WHEREAS, the Trust desires to retain the Principal Underwriter to act as the principal underwriter with respect to the issuance and distribution of Creation Units of Shares of each Fund, hold itself available to receive and process orders for such Creation Units in the manner set forth in the Trust's Prospectus, and to enter into arrangements with broker-dealers who may solicit purchases of Shares and with broker-dealers and others to provide for servicing of shareholder accounts and for distribution assistance, including broker-dealer and shareholder support;

WHEREAS, the Board of Trustees of the Trust ("Board") may in the future adopt a plan of service and/or distribution (each a "Distribution and Service Plan") pursuant to Rule 12b-1 under the 1940 Act with respect to certain Funds and may make payments to the Principal Underwriter pursuant to such Distribution and Service Plans, subject to and in accordance with the terms and conditions thereof and any related agreements;

WHEREAS, the Principal Underwriter is a registered broker-dealer under the Securities Exchange Act of 1934, as amended (the "1934 Act") and a member of the National Association of Securities Dealers ("NASD"); and

WHEREAS, the Principal Underwriter desires to provide such services to the Trust.

NOW, THEREFORE, in consideration of the mutual promises and undertakings herein contained, the parties agree as follows:

1. Appointment. The Trust hereby appoints the Principal Underwriter as the exclusive principal underwriter for Creation Units of Shares of each Fund listed in Schedule I hereto, as

may be amended by the parties from time to time, on the terms and for the period set forth in this Agreement and subject to the registration requirements of the 1933 Act and of the laws governing the sale of securities in the various states, and the Principal Underwriter hereby accepts such appointment and agrees to act in such capacity hereunder.

2. Definitions. Wherever they are used herein, the following terms have the following respective meanings:

a. "Prospectus" means the Prospectus and Statement of Additional Information constituting parts of the Registration Statement of the Trust under the 1933 Act and the 1940 Act as such Prospectus and Statement of Additional Information may be amended or supplemented and filed with the Commission from time to time;

b. "Registration Statement" means the registration statement most recently filed from time to time by the Trust with the Commission and effective under the 1933 Act and the 1940 Act, as such registration statement is amended by any amendments thereto at the time in effect;

c. All capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Registration Statement and the Prospectus.

3. Duties of the Principal Underwriter.

(a) The Trust grants to the Principal Underwriter the exclusive right to receive all orders for purchases of Creation Units of each Fund from DTC Participants which have executed a Participant Agreement ("Authorized Participants") and to transmit such orders to the Trust in accordance with the Registration Statement and Prospectus; provided, however, that nothing herein shall affect or limit the right and ability of the Trust to accept Deposit Securities and related Cash Components through or outside the Clearing Process, and as provided in and in accordance with the Registration Statement and Prospectus. The Trust acknowledges that the Principal Underwriter shall not be obligated to accept any certain number of orders for Creation Units and nothing herein shall prevent the Principal Underwriter from entering into like distribution arrangements with other investment companies.

(b) The Principal Underwriter agrees to act as agent of the Trust with respect to the continuous distribution of Creation Units of each Fund as set forth in the Registration Statement and in accordance with the provisions thereof. The Principal Underwriter further agrees as follows: (a) at the request of the Trust, the Principal Underwriter and the Transfer Agent shall enter into Participant Agreements with Authorized Participants in accordance with the Registration Statement and Prospectus and in the form attached hereto as Exhibit A; (b) the Principal Underwriter shall cause confirmations of Creation Unit purchase order acceptances to be generated and transmitted to the purchaser; (c) the Principal Underwriter shall deliver or arrange for delivery of copies of the prospectus, included in the Registration Statement, to purchasers of such Creation Units and upon request the Statement of Additional Information; and (d) the Principal Underwriter shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent.

(c) (i) The Principal Underwriter agrees to use all reasonable efforts, consistent with its other business, to facilitate the purchase of Creation Units through Authorized Participants in accordance with the procedures set forth in the Prospectus and the Participant Agreement.

(ii) The Principal Underwriter shall, when it deems necessary and at its own expense, execute the following agreements in the forms and as approved by the Board, providing for activities which the Principal Underwriter deems reasonable and appropriate and which are primarily intended to result in the sale of such Creation Units: (A) selected or soliciting dealer agreements ("Soliciting Dealer Agreements") with registered broker-dealers and other eligible entities providing for the purchase of Creation Units of Shares of the Funds and related promotional activities, and (B) investor services agreements ("Investor Services Agreements") with broker-dealers or other financial institutions providing for broker-dealer, investor and stockholder support, account maintenance and educational and promotional services relating to the Shares and facilitation through broker-dealers and other persons of communications with beneficial owners of Shares. Pursuant to this Agreement, the Soliciting Dealer Agreements and the Investor Services Agreements, the Principal Underwriter shall facilitate the coordination of the performance of any marketing and promotional services, including advertising; the development and implementation of any marketing plan; and clearing and filing all advertising, sales, marketing and promotional materials of the Funds with the NASD as provided below.

(d) The Principal Underwriter agrees to administer, on behalf of the Trust, any Distribution and Service Plans adopted by the Board. The Principal Underwriter shall, at its own expense, set up and maintain a system of recording payments for fees and reimbursement of expenses disseminated pursuant to this Agreement and any other related agreements under the Funds' Distribution and Service Plans, if any, and shall, pursuant to the 1940 Act, report such payment activity under any such Distribution and Service Plans to the Trust at least quarterly.

(e) The Principal Underwriter shall make available toll-free lines for direct investor and shareholder use between the hours of 9:30 a.m. and 4:00 p.m. New York time on each day the NYSE is open for business, with appropriate NASD licensed order taking and distribution services staff.

(f) All activities by the Principal Underwriter and its agents and employees which are primarily intended to result in the sale of Creation Units shall comply with the Registration Statement and Prospectus, the instructions of the Board and all applicable laws, rules and regulations including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act by the Commission or any securities association registered under the 1934 Act, including the NASD and the NYSE.

(g) Except as otherwise noted in the Registration Statement and Prospectus, the offering price for all Creation Units of Shares will be the aggregate net asset value of the Shares per Creation Unit of the relevant Fund, as determined in the manner described in the Registration Statement and Prospectus.

(h) If and whenever the determination of net asset value is suspended and until such suspension is terminated, no further orders for Creation Units will be processed by the Principal

Underwriter except such unconditional orders as may have been placed with the Principal Underwriter before it had knowledge of the suspension. In addition, the Trust reserves the right to suspend sales and Principal Underwriter's authority to process orders for Creation Units on behalf of the Trust, upon due notice to the Principal Underwriter, if, in the judgment of the Trust, it is in the best interests of the Trust to do so. Suspension will continue for such period as may be determined by the Trust.

(i) The Principal Underwriter is not authorized by the Trust to give any information or to make any representations other than those contained in the Registration Statement or Prospectus or contained in shareholder reports or other material that may be prepared by or on behalf of the Trust for the Principal Underwriter's use. The Principal Underwriter shall be entitled to rely on and shall not be responsible in any way for information provided to it by the Trust and its respective service providers and shall not be liable or responsible for the errors and omissions of such service providers, provided that the foregoing shall not be construed to protect the Principal Underwriter against any liability to the Trust or the Trust's shareholders to which the Principal Underwriter would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.

(j) The Board shall approve the form of any Soliciting Dealer Agreement and Investor Services Agreement to be entered into by the Principal Underwriter.

(k) At the request of the Trust, the Principal Underwriter shall enter into agreements in the form specified by the Trust (each a "Participant Agreement") with participants in the system for book-entry of The Depository Trust Company as described in the Prospectus.

(l) The Principal Underwriter shall arrange to provide the NYSE (and any other stock exchange on which the Shares may be listed) with copies of Prospectuses to be provided to purchasers in the secondary market.

(m) The Principal Underwriter shall review all sales and marketing materials for compliance with applicable laws and the conditions of any applicable Exemptive order, and file such materials when necessary or appropriate.

(n) The Principal Underwriter is authorized to and may employ or associate with such person or persons as the Principal Underwriter may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Principal Underwriter and that the Principal Underwriter shall be as fully responsible to the Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions.

4. Duties of the Trust.

(a) The Trust agrees to issue Creation Unit aggregations of Shares of each Fund and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the Prospectus in such amounts

as the Principal Underwriter has requested through the Transfer Agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite Deposit Securities and Cash Component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statement. The Trust may reject any order for Creation Units or stop all receipts of such orders at any time upon reasonable notice to the Principal Underwriter, in accordance with the provisions of the Prospectus.

(b) The Trust agrees that it will take all action necessary to register an indefinite number of Shares under the 1933 Act. The Trust will make available to the Principal Underwriter such number of copies of its then currently effective Prospectus, or any supplement, as the Principal Underwriter require to meet its obligations hereunder or as it may otherwise reasonably request. The Trust will furnish to the Principal Underwriter copies of all information, financial statements and other documents which the Principal Underwriter may reasonably request for use in connection with the distribution of Creation Units. The Trust shall keep the Principal Underwriter informed of the jurisdictions in which Shares of the Trust are authorized for sale and shall promptly notify the Principal Underwriter of any change in this information. The Principal Underwriter shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Principal Underwriter had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales.

(c) The Trust represents to the Principal Underwriter that the Registration Statement and Prospectus filed by the Trust with the Commission with respect to the Trust have been prepared in conformity with the requirements of the 1933 Act, the 1940 Act and the rules and regulations of the Commission thereunder. The Trust will notify the Principal Underwriter promptly of any amendment to the Registration Statement or supplement to the Prospectus and any stop order suspending the effectiveness of the Registration Statement.

5. Fees and Expenses

(a) The Trust will, with respect to each Fund, pay to the Principal Underwriter all fees and expenses pursuant to the terms of the Distribution and Service Plan, if any, in effect for each respective Fund.

(b) The Principal Underwriter will bear the following costs and expenses relating to the distribution of Creation Units of the Funds: (a) the costs of processing and maintaining records of creations of Creation Units; (b) the costs of maintaining the records required of a broker-dealer registered under the 1934 Act; (c) the expenses of maintaining its registration or qualification as a dealer or broker under federal or state laws; (d) the expenses incurred by the Principal Underwriter in connection with NASD filing fees; and (e) all other expenses incurred in connection with the distribution services contemplated herein, except as specifically provided in this Agreement.

(c) The Principal Underwriter shall pay, from the fees received by it from the Funds pursuant to Distribution and Service Plans, if any, all fees and make reimbursement of expenses, pursuant to and in accordance with any and all Soliciting Dealer and/or Investor Services Agreements, as approved by the Board, as set forth in Section 3 of this Agreement.

6. Indemnification.

(a) The Trust agrees to indemnify, defend and hold the Principal Underwriter, its officers and directors, and any person who controls the Principal Underwriter within the meaning of Section 15 of the 1933 Act (each, an "Indemnitee"), free and harmless from and against any and all losses, claims, demands, liabilities and expenses, including the cost of investigating or defending such claims, demands or liabilities and any counsel fees (collectively, "Losses") incurred under the 1933 Act or under common law or otherwise arising out of or based upon any alleged untrue statement of a material fact contained in the Registration Statement, shareholder report or other information filed or made public by the Trust (as from time to time amended) or arising out of or based upon any alleged omission to state a material fact required to be stated in the Registration Statement or necessary to make the statements therein not misleading, except insofar as such Losses arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished in writing by or on behalf of the Principal Underwriter to the Trust for use in the Registration Statement; provided, however, that this indemnity agreement shall not inure to the benefit of any person who is also an officer or Trustee of the Trust or who controls the Trust within the meaning of
Section 15 of the 1933 Act, unless a court of competent jurisdiction shall determine, or it shall have been determined by controlling precedent, that such result would not be against public policy as expressed in the 1933 Act; further provided, that Trust will not indemnify any Indemnitee with respect to any untrue statement or omission made in the Registration Statement or Prospectus that is subsequently corrected in such document (or an amendment thereof or supplement thereto) if a copy of the Prospectus (or such amendment or supplement) was not sent or given to the person asserting any such loss, liability, claim, damage or expense at or before the written confirmation to such person in any case where such delivery is required by the 1933 Act and the Trust had notified the Principal Underwriter of the amendment or supplement prior to the sending of the confirmation; and further provided, that in no event shall anything contained herein be so construed as to protect an Indemnitee against any liability to the Trust or to the shareholders of any Fund to which such Indemnitee would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations under this Agreement. The Trust shall not be liable to an Indemnitee under this indemnity agreement with respect to any claim made against such Indemnitee unless the Indemnitee shall have notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Indemnitee or such other person (or after the Indemnitee shall have received notice of service on any designated agent). However, failure to notify the Trust of any claim shall not relieve the Trust from any liability which it may have to any Indemnitee against whom such action is brought otherwise than on account of this indemnity agreement. The Trust shall 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 claims subject to this indemnity agreement. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Indemnitee defendant or defendants in the suit whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Indemnitee defendant or defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Trust does not elect to assume the defense of a suit, it will reimburse the Indemnitee defendant or defendants for the reasonable fees and expenses of any counsel retained

by them. The Trust agrees to notify the Principal Underwriter promptly of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or sale of any of the Creation Units or the Shares.

(b) The Principal Underwriter agrees to indemnify, defend, and hold the Trust, its officers and Trustees and any person who controls the Trust within the meaning of Section 15 of the 1933 Act (for purposes of this paragraph, the Trust and each of its Trustees and officers and its controlling persons are collectively referred to as the "Trust Affiliates"), free and harmless from and against any and all Losses which the Trust Affiliate may incur under the 1933 Act or under common law or otherwise arising out of or based upon (i) the allegation of any wrongful act of the Principal Underwriter or any of its employees or (ii) allegation that the Registration Statement, Prospectus, shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading, insofar as the statement or omission was made in reliance upon, and in conformity with written information furnished to the Trust by or on behalf of the Principal Underwriter. In no case (i) is the indemnity of the Principal Underwriter in favor of any Trust Affiliate to be deemed to protect any Trust Affiliate against any liability to the Trust or its security holders to which such Trust Affiliate would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Principal Underwriter to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against any Trust Affiliate unless the Trust Affiliate shall have notified the Principal Underwriter in writing of the claim within a reasonable time after the summons or the first written notification giving information of the nature of the claim shall have been served upon the Trust Affiliate (or after the Trust Affiliate shall have received notice of service on any designated agent). However, failure to notify the Principal Underwriter of any claim shall not relieve the Principal Underwriter from any liability which it may have to the Trust Affiliate against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Principal Underwriter shall 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 the claim, but if the Principal Underwriter elects to assume the defense, the defense shall be conducted by counsel chosen by the Principal Underwriter and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that the Principal Underwriter elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Principal Underwriter does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Principal Underwriter agrees to notify the Trust promptly of the commencement of any litigation or proceedings against it in connection with the issuance and sale of any of the shares.

7. Representations.

(a) The Principal Underwriter represents and warrants that (i) it is duly organized as a Delaware corporation and is and at all times will remain duly authorized and licensed to carry out its services as contemplated herein;
(ii) the execution, delivery and performance of this Agreement are within its power and have been duly authorized by all necessary action; and (iii)

its entering into this Agreement or providing the services contemplated hereby does not conflict with or constitute a default or require a consent under or breach of any provision of any agreement or document to which the Principal Underwriter is a party or by which it is bound and (iv) it is registered as a broker-dealer under the 1934 Act and is a member of the NASD.

(b) The Trust represents and warrants that (i) it is duly organized as a Massachusetts business trust and is and at all times will remain duly authorized to carry out its obligations as contemplated herein; (ii) it is registered as an investment company under the 1940 Act; (iii) the execution, delivery and performance of this Agreement are within its power and have been duly authorized by all necessary action; and (iv) its entering into this Agreement does not conflict with or constitute a default or require a consent under or breach of any provision of any agreement or document to which the Trust is a party or by which it is bound.

8. Duration, Termination and Amendment.

(a) This Agreement shall be effective upon the date written above, provided that, with respect to any Fund or class of Shares of a Fund, this Agreement shall not take effect unless such action has first been approved by vote of a majority of the Board and by vote of a majority of those Board members who are not interested persons of the Fund and, for a class of Shares for which a Distribution and Service Plan has been adopted, also have no direct or indirect financial interest in the operation of the Distribution and Service Plan or in any agreements related thereto (all such Board members collectively being referred to herein as the "Independent Board Members"), cast in person at a meeting called for the purpose of voting on such action.

(b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from the above written date. Thereafter, if not sooner terminated, this Agreement shall continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Board Members cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or with respect to a class of Shares of any given Fund by vote of a majority of the outstanding voting securities of that class of Shares of such Fund.

(c) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, as to each Fund or class of Shares
(i) by vote of a majority of the Independent Trustees or (ii) by vote of a majority of the outstanding voting securities of such Fund of class of Shares, on at least sixty (60) days prior written notice to the Principal Underwriter. In addition, this Agreement may be terminated at any time by the Principal Underwriter, without the payment of any penalty, upon at least sixty (60) days prior written notice to the Trust or such Fund. This Agreement shall automatically terminate in the event of its assignment.

(d) During such period as the Principal Underwriter receives compensation pursuant to the Distribution and Service Plans, and this Agreement constitutes a Distribution and Service Plan related agreement, (i) any material amendment to this Agreement requires the approval of a majority of the Independent Board Members cast in person at a meeting called for the purpose of voting on such approval, (ii) any amendment that materially increases the amount to be spent for distribution services requires the additional approval of the majority of the Trust's outstanding

voting securities of each affected Fund and (iii) the selection and nomination of those Trustees who are not "interested persons" of the Trust shall be committed to the discretion of the Trustees of the Trust who are not such "interested persons" of the Trust.

9. Notice. Any notice or other communication authorized or required by this Agreement to be given to either party shall be deemed sufficient upon receipt in writing at the other party's principal offices.

10. Limitation of Liability. The Principal Underwriter is expressly put on notice of, and hereby acknowledges and agrees to, the limitation of shareholder liability as set forth in the Declaration of Trust of the Trust and agrees that the obligations assumed by the Trust under this contract shall be limited in all cases to the Trust and the Trust property. The Principal Underwriter shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Trust, nor shall the Principal Underwriter seek satisfaction of any such obligation from the Trustees or any individual Trustee of the Trust. The Principal Underwriter understands that the rights and obligations of each series of shares of the Trust under the Declaration of Trust are separate and distinct from those of any and all other series.

11. Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York, without giving effect to the conflicts of laws provisions thereof, and in accordance with the 1940 Act. To the extent that the applicable laws of the State of New York conflict with the applicable provisions of the 1940 Act, the latter shall control.

12. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

13. Severability. If any provisions of this Agreement shall be held or made invalid, in whole or in part, then the other provisions of this Agreement shall remain in force. Invalid provisions shall, in accordance with this Agreement's intent and purpose, be amended, to the extent legally possible, by valid provisions in order to effectuate the intended results of the invalid provisions.

14. Services Not Exclusive. The services furnished by the Principal Underwriter hereunder are not to be deemed exclusive and the Principal Underwriter shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby. Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of the Principal Underwriter, who may also be a Board member, officer or employee of the Trust, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar or a dissimilar nature.

15. Segregation of Fees and Expenses. Amounts paid by each Fund to the Principal Underwriter under its Distribution and Service Plan either for distribution related services or shareholder services shall not be used to pay for the distribution of Shares of, or shareholder servicing in respect of, any other Fund. However, fees under the Distribution and Service Plan attributable to the Trust as a whole shall be allocated to each Fund according to the method adopted by the Board. Fees attributable to the Trust as a whole shall include any amounts payable under the Distribution and Service Plans to the Principal Underwriter for its services

rendered hereunder. The Principal Underwriter's allocation of such Distribution and Service Plan fees shall be subject to review by the Board.

16. Amendment. No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by the party against which an enforcement of the change, waiver, discharge or termination is sought.

17. Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. As used in this Agreement, the terms "majority of the outstanding voting securities," "interested person" and "assignment" shall have the same meaning as such terms have in the 1940 Act, subject to such exemption as may be granted by the Securities and Exchange Commission by any rule, regulation or order. Where the effect of a requirement of the 1940 Act reflected in any provision of this Contract is relaxed by a rule, regulation or order of the Securities and Exchange Commission, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the date first set forth above.

                                                             FRESCO'sm' INDEX SHARES FUNDS

Attest:
                                                             By:      /s/ David M. Goldenberg
By:      /s/ Cynthia Lo Bessette                                          -------------------
         -----------------------                                      Name:  David M. Goldenberg
         Name:  Cynthia Lo Bessette                                   Title: Secretary
         Title: Assistant Secretary
                                                             UBS GLOBAL ASSET MANAGEMENT (US) INC.

Attest:
                                                             By:      /s/ Amy R. Doberman
By:      /s/ Cynthia Lo Bessette                                          ---------------
            --------------------                                      Name:  Amy R. Doberman
         Name:  Cynthia Lo Bessette                                   Title: Managing Director,
         Title: Director,                                                    General Counsel
                Assistant General Counsel

FUND                                                              Symbol
----                                                              ------
Fresco'sm' Dow Jones STOXX 50'sm' Fund                            FEU

Fresco'sm' Dow Jones Euro STOXX 50'sm' Fund                       FEZ

EXHIBIT A

FORM OF PARTICIPANT AGREEMENT

CUSTODIAN AGREEMENT

This Agreement is made as of August 19, 2002 by and between FRESCO'sm' INDEX SHARES FUNDS, a business trust organized and existing under the laws of The Commonwealth of Massachusetts (the "Trust"), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the "Custodian"),

WITNESSETH:

WHEREAS, the Trust is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); and

WHEREAS, the Trust is authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets; and

WHEREAS, the Trust initially intends that this Agreement be applicable to two (2) series, Fresco'sm' Dow Jones STOXX 50'sm' Fund and Fresco'sm' Dow Jones EURO STOXX 50'sm' Fund (such series together with all other series subsequently established by the Trust and made subject to this Agreement in accordance with Section 18, be referred to herein as the "Fund(s)"; and

WHEREAS, the Trust will issue and redeem shares of each Fund only in aggregations of shares known as "Creation Units" principally in kind for portfolio securities of the respective Fund, as more fully described in the prospectus and statement of additional information of the Trust (together, the "Prospectus") included in its registration statement on Form N-1A (Reg. Nos. 333-92109 and 811-21145);

NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:

SECTION 1. EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT

The Trust hereby employs the Custodian as the custodian of the assets of the Funds of the Trust, including securities which the Trust, on behalf of the applicable Fund desires to be held in places within the United States ("domestic securities") and securities it desires to be held outside the United States ("foreign securities"). The Trust on behalf of the Fund(s) agrees to deliver to the Custodian all securities and cash of the Funds, and all payments of income, payments of principal or capital distributions received by it with respect to all securities owned by the Fund(s) from time to time, and the cash consideration received by it for such new or treasury shares of beneficial interest of the Trust representing interests in the Funds ("Shares"), as may be issued or sold from time to time. The Custodian shall not be responsible for any property of a Fund held or received by the Fund and not delivered to the Custodian.

Upon receipt of "Proper Instruction" (as such term is defined in Section 6 hereof), the Custodian shall on behalf of the applicable Fund(s) from time to time employ one or more

sub-custodians located in the United States, but only in accordance with an applicable vote by the Board of Trustees of the Trust (the "Board") on behalf of the applicable Fund(s). The Custodian may employ as sub-custodian for the Trust's foreign securities on behalf of the applicable Fund(s) the foreign banking institutions and foreign securities depositories designated in Schedules A and B hereto but only in accordance with the applicable provisions of Sections 3 and 4. The Custodian shall have no more or less responsibility or liability to the Trust on account of any actions or omissions of any sub-custodian so employed than any such sub-custodian has to the Custodian.

SECTION 2. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE TRUST HELD BY THE CUSTODIAN IN THE UNITED STATES

SECTION 2.1 HOLDING SECURITIES. The Custodian shall hold and physically segregate for the account of each Fund all non-cash property, to be held by it in the United States, including all domestic securities owned by such Fund other than securities which are maintained pursuant to Section 2.9 in a clearing agency which acts as a securities depository or in a book-entry system authorized by the U.S. Department of the Treasury (each, a "U.S. Securities System").

SECTION 2.2 DELIVERY OF SECURITIES. The Custodian shall release and deliver domestic securities owned by a Fund held by the Custodian or in a U.S. Securities System account of the Custodian only upon receipt of Proper Instructions on behalf of the applicable Fund, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:

1) Upon sale of such securities for the account of the Fund and receipt of payment therefor;

2) Upon the receipt of payment in connection with any repurchase agreement related to such securities entered into by the Fund;

3) In the case of a sale effected through a U.S. Securities System, in accordance with the provisions of Section 2.9 hereof;

4) To the depository agent in connection with tender or other similar offers for securities of the Fund;

5) To the issuer thereof or its agent when such securities are called, redeemed, retired or otherwise become payable; provided that, in any such case, the cash or other consideration is to be delivered to the Custodian;

6) To the issuer thereof, or its agent, for transfer into the name of the Fund or into the name of any nominee or nominees of the Custodian or into the name or nominee name of any agent appointed pursuant to Section 2.8 or into the name or nominee name of any sub-custodian appointed pursuant to Section 1;

2.

or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new securities are to be delivered to the Custodian;

7) Upon the sale of such securities for the account of the Fund, to the broker or its clearing agent, against a receipt, for examination in accordance with "street delivery" custom; provided that in any such case, the Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Custodian's own negligence or willful misconduct;

8) For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian;

9) In the case of warrants, rights or similar securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian;

10) For delivery in connection with any loans of securities made by the Fund, but only against receipt of adequate collateral as agreed upon from time to time by the Custodian and the Trust on behalf of the Fund, which may be in the form of cash or obligations issued by the United States government, its agencies or instrumentalities, except that in connection with any loans for which collateral is to be credited to the Custodian's account in the book-entry system authorized by the U.S. Department of the Treasury, the Custodian will not be held liable or responsible for the delivery of securities owned by the Fund prior to the receipt of such collateral;

11) For delivery as security in connection with any borrowing by the Trust on behalf of the Fund requiring a pledge of assets by the Trust on behalf of the Fund, but only against receipt of amounts borrowed;

12) For delivery in accordance with the provisions of any agreement among the Trust on behalf of the Fund, the Custodian and a broker-dealer registered under the Securities Exchange Act of 1934 (the "Exchange Act") and a member of The National Association of Securities Dealers, Inc. ("NASD"), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Fund of the Trust;

3.

13) For delivery in accordance with the provisions of any agreement among the Trust on behalf of the Fund, the Custodian, and a futures commission merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission ("CFTC") and/or any contract market, or any similar organization or organizations, regarding account deposits in connection with transactions by the Fund of the Trust;

14) Upon receipt of instructions from the transfer agent for the Trust (the "Transfer Agent") for delivery to such Transfer Agent or to the holders of Shares in connection with distributions in kind, as may be described from time to time in the Prospectus, in satisfaction of requests by holders of Shares for repurchase or redemption; and

15) For any other purpose, but only upon receipt of Proper Instructions from the Trust on behalf of the applicable Fund specifying the securities of the Fund to be delivered, and naming the person or persons to whom delivery of such securities shall be made.

SECTION 2.3 REGISTRATION OF SECURITIES. Domestic securities held by the Custodian (other than bearer securities) shall be registered in the name of the Fund or in the name of any nominee of the Trust on behalf of the Fund or of any nominee of the Custodian which nominee shall be assigned exclusively to the Fund, unless the Trust has authorized in writing the appointment of a nominee to be used in common with other registered investment companies having the same investment adviser as the Fund, or in the name or nominee name of any agent appointed pursuant to Section 2.8 or in the name or nominee name of any sub-custodian appointed pursuant to Section 1. All securities accepted by the Custodian on behalf of the Fund under the terms of this Agreement shall be in "street name" or other good delivery form. If, however, the Trust directs the Custodian to maintain securities in "street name", the Custodian shall utilize its best efforts only to timely collect income due the Trust on such securities and to notify the Trust on a best efforts basis only of relevant corporate actions including, without limitation, pendency of calls, maturities, tender or exchange offers.

SECTION 2.4 BANK ACCOUNTS. The Custodian shall open and maintain a separate bank account or accounts in the United States in the name of each Fund of the Trust, subject only to draft or order by the Custodian acting pursuant to the terms of this Agreement, and shall hold in such account or accounts, subject to the provisions hereof, all cash received by it from or for the account of the Fund, other than cash maintained by the Fund in a bank account established and used in accordance with Rule 17f-3 under the 1940 Act. Funds held by the Custodian for a Fund may be deposited by it to its credit as Custodian in the banking department of the Custodian or in such other banks or trust companies as it may in its discretion deem necessary or desirable; provided, however, that every such bank or trust company shall be qualified to act as a custodian under the 1940 Act and that each such bank or trust company and the funds to be deposited with each such bank or trust company shall on behalf of each applicable Fund be approved by vote of a majority of the Board. Such

4.

funds shall be deposited by the Custodian in its capacity as Custodian and shall be withdrawable by the Custodian only in that capacity.

SECTION 2.5 DETERMINATION OF FUND DEPOSIT, ETC. Subject to and in accordance with the directions of the investment adviser for the Funds, the Custodian shall determine for each Fund after the end of each trading day on the New York Stock Exchange (the "NYSE"), in accordance with the respective Fund's policies as adopted from time to time by the Board and in accordance with the procedures set forth in the Prospectus, (i) the identity and weighting of the securities in the Deposit Securities and the Fund Securities and (ii) the Cash Component required for the issuance or redemption, as the case may be, of Shares in Creation Unit aggregations of such Fund for the next following trading day of such Fund. The Custodian shall provide or cause to be provided this information to the Funds' distributor and other persons according to the policy established by the Board and shall disseminate such information, including through the facilities of the National Securities Clearing Corporation, prior to the opening of trading on the NYSE for the next following trading day of such Fund that the NYSE is open.

SECTION 2.6 COLLECTION OF INCOME. Subject to the provisions of Section 2.3, the Custodian shall collect on a timely basis all income and other payments with respect to registered domestic securities held hereunder to which each Fund shall be entitled either by law or pursuant to custom in the securities business, and shall collect on a timely basis all income and other payments with respect to bearer domestic securities if, on the date of payment by the issuer, such securities are held by the Custodian or its agent thereof and shall credit such income, as collected, to such Fund's custodian account. Without limiting the generality of the foregoing, the Custodian shall detach and present for payment all coupons and other income items requiring presentation as and when they become due and shall collect interest when due on securities held hereunder. Income due each Fund on securities loaned pursuant to the provisions of Section 2.2 (10) shall be the responsibility of the Trust. The Custodian will have no duty or responsibility in connection therewith, other than to provide the Trust with such information or data as may be necessary to assist the Trust in arranging for the timely delivery to the Custodian of the income to which the Fund is properly entitled.

SECTION 2.7 PAYMENT OF TRUST MONIES. Upon receipt of Proper Instructions on behalf of the applicable Fund, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out monies of a Fund in the following cases only:

1) Upon the purchase of domestic securities, options, futures contracts or options on futures contracts for the account of the Fund but only (a) against the delivery of such securities or evidence of title to such options, futures contracts or options on futures contracts to the Custodian (or any bank, banking firm or trust company doing business in the United States or abroad which is qualified under the 1940 Act to act as a custodian and has been designated by the Custodian as its agent for this purpose) registered in the name of the Fund or in the name of a nominee of the Custodian referred to in Section 2.3 hereof or in proper form for transfer; (b) in the case of a purchase

5.

effected through a U.S. Securities System, in accordance with the conditions set forth in Section 2.9 hereof; (c) in the case of repurchase agreements entered into between the Trust on behalf of the Fund and the Custodian, or another bank, or a broker-dealer which is a member of NASD, (i) against delivery of the securities either in certificate form or through an entry crediting the Custodian's account at the Federal Reserve Bank with such securities or (ii) against delivery of the receipt evidencing purchase by the Fund of securities owned by the Custodian along with written evidence of the agreement by the Custodian to repurchase such securities from the Fund; or (d) for transfer to a time deposit account of the Trust in any bank, whether domestic or foreign; such transfer may be effected prior to receipt of a confirmation from a broker and/or the applicable bank pursuant to Proper Instructions from the Trust as defined herein;

2) In connection with conversion, exchange or surrender of securities owned by the Fund as set forth in Section 2.2 hereof;

3) For the redemption or repurchase of Shares issued as set forth in
Section 5 hereof;

4) For the payment of any expense or liability incurred by the Fund, including but not limited to the following payments for the account of the Fund: interest, taxes, management, accounting, transfer agent and legal fees, and operating expenses of the Trust whether or not such expenses are to be in whole or part capitalized or treated as deferred expenses;

5) For the payment of any dividends on Shares declared pursuant to the governing documents of the Trust;

6) For payment of the amount of dividends received in respect of securities sold short; and

7) For any other purpose, but only upon receipt of Proper Instructions from the Trust on behalf of the Fund specifying the amount of such payment and naming the person or persons to whom such payment is to be made.

SECTION 2.8 APPOINTMENT OF AGENTS. The Custodian may at any time or times in its discretion appoint (and may at any time remove) any other bank or trust company which is itself qualified under the 1940 Act to act as a custodian, as its agent to carry out such of the provisions of this Section 2 as the Custodian may from time to time direct; provided, however, that the appointment of any agent shall not relieve the Custodian of its responsibilities or liabilities hereunder.

SECTION 2.9 DEPOSIT OF TRUST ASSETS IN U.S. SECURITIES SYSTEMS. The Custodian may deposit and/or maintain securities owned by a Fund in a U.S. Securities System subject to the following provisions:

6.

1) The Custodian may keep securities of the Fund in a U.S. Securities System provided that such securities are represented in an account of the Custodian in the U.S. Securities System (the "U.S. Securities System Account") which account shall not include any assets of the Custodian other than assets held as a fiduciary, custodian or otherwise for customers;

2) The records of the Custodian with respect to securities of the Fund which are maintained in a U.S. Securities System shall identify by book-entry those securities belonging to the Fund;

3) The Custodian shall pay for securities purchased for the account of the Fund upon (i) receipt of advice from the U.S. Securities System that such securities have been transferred to the U.S. Securities System Account, and (ii) the making of an entry on the records of the Custodian to reflect such payment and transfer for the account of the Fund. The Custodian shall transfer securities sold for the account of the Fund upon (i) receipt of advice from the U.S. Securities System that payment for such securities has been transferred to the U.S. Securities System Account, and (ii) the making of an entry on the records of the Custodian to reflect such transfer and payment for the account of the Fund. Copies of all advices from the U.S. Securities System of transfers of securities for the account of the Fund shall identify the Fund, be maintained for the Fund by the Custodian and be provided to the Trust at its request. Upon request, the Custodian shall furnish the Trust on behalf of the Fund confirmation of each transfer to or from the account of the Fund in the form of a written advice or notice and shall furnish to the Trust on behalf of the Fund copies of daily transaction sheets reflecting each day's transactions in the U.S. Securities System for the account of the Fund;

4) The Custodian shall provide the Trust with any report obtained by the Custodian on the U.S. Securities System's accounting system, internal accounting control and procedures for safeguarding securities deposited in the U.S. Securities System;

5) Anything to the contrary in this Agreement notwithstanding, the Custodian shall be liable to the Trust for the benefit of the Fund for any loss or damage to the Fund resulting from use of the U.S. Securities System by reason of any negligence, misfeasance or misconduct of the Custodian or any of its agents or of any of its or their employees or from failure of the Custodian or any such agent to enforce effectively such rights as it may have against the U.S. Securities System; at the election of the Trust, it shall be entitled to be subrogated to the rights of the Custodian with respect to any claim against the U.S. Securities System or any other person which the Custodian may have as a consequence of any such loss or damage if and to the extent that the Fund has not been made whole for any such loss or damage.

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SECTION 2.10 SEGREGATED ACCOUNT. The Custodian shall upon receipt of Proper Instructions on behalf of each applicable Fund establish and maintain a segregated account or accounts for and on behalf of each such Fund, into which account or accounts may be transferred cash and/or securities, including securities maintained in an account by the Custodian pursuant to Section 2.9 hereof, (i) in accordance with the provisions of any agreement among the Trust on behalf of the Fund, the Custodian and a broker-dealer registered under the Exchange Act and a member of the NASD (or any futures commission merchant registered under the Commodity Exchange Act), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange (or the CFTC or any registered contract market), or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Fund, (ii) for purposes of segregating cash or government securities in connection with options purchased, sold or written by the Fund or commodity futures contracts or options thereon purchased or sold by the Fund, (iii) for the purposes of compliance by the Fund with the procedures required by Investment Company Act Release No. 10666, or any subsequent release of the SEC, or interpretative opinion of the staff of the SEC, relating to the maintenance of segregated accounts by registered investment companies, and (iv) for any other purpose, but only, in the case of clause (iv), upon receipt of Proper Instructions from the Trust on behalf of the applicable Fund.

SECTION 2.11 OWNERSHIP CERTIFICATES FOR TAX PURPOSES. The Custodian shall execute ownership and other certificates and affidavits for all federal and state tax purposes in connection with receipt of income or other payments with respect to domestic securities of each Fund held by it and in connection with transfers of securities.

SECTION 2.12 PROXIES. The Custodian shall, with respect to the domestic securities held hereunder, cause to be promptly executed by the registered holder of such securities, if the securities are registered otherwise than in the name of the Fund or a nominee of the Fund, all proxies, without indication of the manner in which such proxies are to be voted, and shall promptly deliver to the Fund such proxies, all proxy soliciting materials and all notices relating to such securities.

SECTION 2.13 COMMUNICATIONS RELATING TO FUND SECURITIES. Subject to the provisions of Section 2.3, the Custodian shall transmit promptly to the Trust for each Fund all written information (including, without limitation, pendency of calls and maturities of domestic securities and expirations of rights in connection therewith and notices of exercise of call and put options written by the Trust on behalf of the Fund and the maturity of futures contracts purchased or sold by the Fund) received by the Custodian from issuers of the securities being held for the Fund. With respect to tender or exchange offers, the Custodian shall transmit promptly to the Fund all written information received by the Custodian from issuers of the securities whose tender or exchange is sought and from the party (or its agents) making the tender or exchange offer. If the Fund desires to take action with respect to any tender offer, exchange offer or any other similar transaction, the Fund shall notify the Custodian at least three business days prior to the date on which the Custodian is to take such action.

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SECTION 3. PROVISIONS RELATING TO RULES 17F-5 AND 17F-7

SECTION 3.1 DEFINITIONS. Capitalized terms in this Section 3 shall have the following meanings:

"Country Risk" means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country including, but not limited to, such country's political environment, economic and financial infrastructure (including any Eligible Securities Depository operating in the country), prevailing or developing custody and settlement practices, and laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country.

"Eligible Foreign Custodian' has the meaning set forth in section (a)(1) of Rule 17f-5, including a majority-owned or indirect subsidiary of a U.S. Bank (as defined in Rule 17f-5), a bank holding company meeting the requirements of an Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other appropriate action of the U.S. Securities and Exchange Commission (the "SEC")), or a foreign branch of a Bank (as defined in Section 2(a)(5) of the 1940 Act) meeting the requirements of a custodian under Section 17(f) of the 1940 Act; the term does not include any Eligible Securities Depository.

"Eligible Securities Depository" has the meaning set forth in section (b)(1) of Rule 17f-7.

"Foreign Assets" means any of the Funds' investments (including foreign currencies) for which the primary market is outside the United States and such cash and cash equivalents as are reasonably necessary to effect the Funds' transactions in such investments.

"Foreign Custody Manager" has the meaning set forth in section (a)(2) of Rule 17f-5.

"Rule 17f-5" means Rule 17f-5 promulgated under the 1940 Act.

"Rule 17f-7" means Rule 17f-7 promulgated under the 1940 Act.

SECTION 3.2. THE CUSTODIAN AS FOREIGN CUSTODY MANAGER.

3.2.1 DELEGATION TO THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. The Trust, by resolution adopted by its Board, hereby delegates to the Custodian, subject to Section (b) of Rule 17f-5, the responsibilities set forth in this Section 3.2 with respect to Foreign Assets of the Funds held outside the United States, and the Custodian hereby accepts such delegation as Foreign Custody Manager with respect to the Funds.

3.2.2 COUNTRIES COVERED. The Foreign Custody Manager shall be responsible for performing the delegated responsibilities defined below only with respect to the countries and custody arrangements for each such country listed on Schedule A to this Contract, which list of countries may be amended from time to time by the Trust with the agreement of the Foreign Custody Manager. The Foreign Custody Manager shall list on

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Schedule A the Eligible Foreign Custodians selected by the Foreign Custody Manager to maintain the assets of the Funds, which list of Eligible Foreign Custodians may be amended from time to time in the sole discretion of the Foreign Custody Manager. The Foreign Custody Manager will provide amended versions of Schedule A in accordance with Section 3.2.5 hereof.

Upon the receipt by the Foreign Custody Manager of Proper Instructions to open an account or to place or maintain Foreign Assets in a country listed on Schedule A, and the fulfillment by the Trust, on behalf of the Funds, of the applicable account opening requirements for such country, the Foreign Custody Manager shall be deemed to have been delegated by the Board on behalf of the Funds responsibility as Foreign Custody Manager with respect to that country and to have accepted such delegation. Execution of this Amendment by the Trust shall be deemed to be a Proper Instruction to open an account, or to place or maintain Foreign Assets, in each country listed on Schedule A in which the Custodian has previously placed or currently maintains Foreign Assets pursuant to the terms of the Contract. Following the receipt of Proper Instructions directing the Foreign Custody Manager to close the account of a Fund with the Eligible Foreign Custodian selected by the Foreign Custody Manager in a designated country, the delegation by the Board on behalf of the Funds to the Custodian as Foreign Custody Manager for that country shall be deemed to have been withdrawn and the Custodian shall immediately cease to be the Foreign Custody Manager of the Funds with respect to that country.

In the event that the Foreign Custody Manager determines that no Eligible Foreign Custodian in the designated market satisfies the requirements of Rule 17f-5 or for such other reason as the Foreign Custody Manager may reasonably determine and communicate to the Trust, the Foreign Custody Manager may withdraw its acceptance of delegated responsibilities with respect to a designated country upon written notice to the Trust. Sixty days (or such longer period to which the parties agree in writing) after receipt of any such notice by the Trust, the Custodian shall have no further responsibility as Foreign Custody Manager to the Trust with respect to the country as to which the Custodian's acceptance of delegation is withdrawn.

3.2.3 SCOPE OF DELEGATED RESPONSIBILITIES:

(a) SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the provisions of this Section 3.2, the Foreign Custody Manager may place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by that Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1).

(b) CONTRACTS WITH ELIGIBLE FOREIGN CUSTODIANS. The Foreign Custody Manager shall determine that the contract governing the foreign custody arrangements with

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each Eligible Foreign Custodian selected by the Foreign Custody Manager will satisfy the requirements of Rule 17f-5(c)(2).

(c) MONITORING. In each case in which the Foreign Custody Manager maintains Foreign Assets with an Eligible Foreign Custodian selected by the Foreign Custody Manager, the Foreign Custody Manager shall establish a system to monitor (i) the appropriateness of maintaining the Foreign Assets with such Eligible Foreign Custodian and (ii) the performance of the contract governing the custody arrangements established by the Foreign Custody Manager with the Eligible Foreign Custodian. In the event the Foreign Custody Manager determines that the custody arrangements with an Eligible Foreign Custodian it has selected are no longer appropriate, the Foreign Custody Manager shall notify the Board in accordance with Section 3.2.5 hereunder.

3.2.4 GUIDELINES FOR THE EXERCISE OF DELEGATED AUTHORITY. For purposes of this Section 3.2, the Board shall be deemed to have considered and determined to accept such Country Risk as is incurred by placing and maintaining the Foreign Assets in each country for which the Custodian is serving as Foreign Custody Manager of the Funds.

3.2.5 REPORTING REQUIREMENTS. The Foreign Custody Manager shall report the withdrawal of the Foreign Assets from an Eligible Foreign Custodian and the placement of such Foreign Assets with another Eligible Foreign Custodian by providing to the Board an amended Schedule A at the end of the calendar quarter in which an amendment to such Schedule has occurred. At least annually, and more frequently as the Board deems reasonable and appropriate based on the circumstances (and so communicates to the Foreign Custody Manager), The Foreign Custody Manager shall make written reports notifying the Board of any other material change in the foreign custody arrangements of the Funds described in this Section 3.2 after the occurrence of the material change.

3.2.6 STANDARD OF CARE AS FOREIGN CUSTODY MANAGER OF A FUND. In performing the responsibilities delegated to it, the Foreign Custody Manager agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of assets of management investment companies registered under the 1940 Act would exercise.

3.2.7 REPRESENTATIONS WITH RESPECT TO RULE 17F-5. The Foreign Custody Manager represents to the Trust that it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5. The Trust represents to the Custodian that the Board has determined that it is reasonable for the Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Contract to the Custodian as the Foreign Custody Manager of the Funds.

3.2.8 EFFECTIVE DATE AND TERMINATION OF THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. The Board's delegation to the Custodian as Foreign Custody Manager of the Funds shall be effective as of the date hereof and shall remain in effect until terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party. Termination will become effective sixty (60) days after receipt by the non-terminating party of such notice. The provisions of Section 3.2.2 hereof shall govern the

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delegation to and termination of the Custodian as Foreign Custody Manager of the Funds with respect to designated countries.

SECTION 3.3 ELIGIBLE SECURITIES DEPOSITORIES.

3.3.1 ANALYSIS AND MONITORING. The Custodian shall (a) provide the Trust (or its duly-authorized investment manager or investment adviser) with an analysis of the custody risks associated with maintaining assets with the Eligible Securities Depositories set forth on Schedule B hereto in accordance with section (a)(1)(i)(A) of Rule 17f-7, and (b) monitor such risks on a continuing basis, and promptly notify the Trust (or its duly-authorized investment manager or investment adviser) of any material change in such risks, in accordance with section (a)(1)(i)(B) of Rule 17f-7.

3.3.2 STANDARD OF CARE. The Custodian agrees to exercise reasonable care, prudence and diligence in performing the duties set forth in
Section 3.3.1.

SECTION 4. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUNDS HELD OUTSIDE THE UNITED STATES

SECTION 4.1 DEFINITIONS. Capitalized terms in this Section 4 shall have the following meanings:

"Foreign Securities System" means an Eligible Securities Depository listed on Schedule B hereto.

"Foreign Sub-Custodian" means a foreign banking institution serving as an Eligible Foreign Custodian.

SECTION 4.2 HOLDING SECURITIES. The Custodian shall identify on its books as belonging to the Funds the foreign securities held by each Foreign Sub-Custodian or Foreign Securities System. The Custodian may hold foreign securities for all of its customers, including the Funds, with any Foreign Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers, provided however, that (i) the records of the Custodian with respect to foreign securities of the Funds which are maintained in such account shall identify those securities as belonging to the Funds and
(ii), to the extent permitted and customary in the market in which the account is maintained, the Custodian shall require that securities so held by the Foreign Sub-Custodian be held separately from any assets of such Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.

SECTION 4.3 FOREIGN SECURITIES SYSTEMS. Foreign securities shall be maintained in a Foreign Securities System in a designated country through arrangements implemented by the Custodian or a Foreign Sub-Custodian, as applicable, in such country.

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SECTION 4.4 TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT.

4.4.1 DELIVERY OF FOREIGN ASSETS. The Custodian or a Foreign Sub-Custodian shall release and deliver foreign securities of the Funds held by the Custodian or such Foreign Sub-Custodian, or in a Foreign Securities System account, only upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:

(i) upon the sale of such foreign securities for the Fund in accordance with commercially reasonable market practice in the country where such foreign securities are held or traded, including, without limitation: (A) delivery against expectation of receiving later payment; or (B) in the case of a sale effected through a Foreign Securities System, in accordance with the rules governing the operation of the Foreign Securities System;

(ii) in connection with any repurchase agreement related to foreign securities;

(iii) to the depository agent in connection with tender or other similar offers for foreign securities of the Funds;

(iv) to the issuer thereof or its agent when such foreign securities are called, redeemed, retired or otherwise become payable;

(v) to the issuer thereof, or its agent, for transfer into the name of the Custodian (or the name of the respective Foreign Sub-Custodian or of any nominee of the Custodian or such Foreign Sub-Custodian) or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units;

(vi) to brokers, clearing banks or other clearing agents for examination or trade execution in accordance with market custom; provided that in any such case the Foreign Sub-Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Foreign Sub-Custodian's own negligence or willful misconduct;

(vii) for exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement;

(viii) in the case of warrants, rights or similar foreign securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities;

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(ix) for delivery as security in connection with any borrowing by the Funds requiring a pledge of assets by the Funds;

(x) in connection with trading in options and futures contracts, including delivery as original margin and variation margin;

(xi) in connection with the lending of foreign securities; and

(xii) for any other purpose, but only upon receipt of Proper Instructions specifying the foreign securities to be delivered and naming the person or persons to whom delivery of such securities shall be made.

4.4.2 PAYMENT OF FUND MONIES. Upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out, or direct the respective Foreign Sub-Custodian or the respective Foreign Securities System to pay out, monies of a Fund in the following cases only:

(i) upon the purchase of foreign securities for the Fund, unless otherwise directed by Proper Instructions, by (A) delivering money to the seller thereof or to a dealer therefor (or an agent for such seller or dealer) against expectation of receiving later delivery of such foreign securities; or (B) in the case of a purchase effected through a Foreign Securities System, in accordance with the rules governing the operation of such Foreign Securities System;

(ii) in connection with the conversion, exchange or surrender of foreign securities of the Fund;

(iii) for the payment of any expense or liability of the Fund, including but not limited to the following payments: interest, taxes, investment advisory fees, transfer agency fees, fees under this Contract, legal fees, accounting fees, and other operating expenses;

(iv) for the purchase or sale of foreign exchange or foreign exchange contracts for the Fund, including transactions executed with or through the Custodian or its Foreign Sub-Custodians;

(v) in connection with trading in options and futures contracts, including delivery as original margin and variation margin;

(vi) for payment of part or all of the dividends received in respect of securities sold short;

(vii) in connection with the borrowing or lending of foreign securities; and

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(viii) for any other purpose, but only upon receipt of Proper Instructions specifying the amount of such payment and naming the person or persons to whom such payment is to be made.

4.4.3 MARKET CONDITIONS. Notwithstanding any provision of this Contract to the contrary, settlement and payment for Foreign Assets received for the account of the Funds and delivery of Foreign Assets maintained for the account of the Funds may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer.

The Custodian shall provide to the Board the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian, including without limitation information relating to Foreign Securities Systems, described on Schedule C hereto at the time or times set forth on such Schedule. The Custodian may revise Schedule C from time to time, provided that no such revision shall result in the Board being provided with substantively less information than had been previously provided hereunder.

SECTION 4.5 REGISTRATION OF FOREIGN SECURITIES. The foreign securities maintained in the custody of a Foreign Sub-Custodian (other than bearer securities) shall be registered in the name of the applicable Fund or in the name of the Custodian or in the name of any Foreign Sub-Custodian or in the name of any nominee of the foregoing and, provided that a nominee does not act negligently, the Trust on behalf of such Fund agrees to hold any such nominee harmless from any liability as a holder of record of such foreign securities. The Custodian or a Foreign Sub-Custodian shall not be obligated to accept securities on behalf of a Fund under the terms of this Contract unless the form of such securities and the manner in which they are delivered are in accordance with reasonable market practice.

SECTION 4.6 BANK ACCOUNTS. The Custodian shall identify on its books as belonging to the Trust cash (including cash denominated in foreign currencies) deposited with the Custodian. Where the Custodian is unable to maintain, or market practice does not facilitate the maintenance of, cash on the books of the Custodian, a bank account or bank accounts shall be opened and maintained outside the United States on behalf of a Fund with a Foreign Sub-Custodian. All accounts referred to in this Section shall be subject only to draft or order by the Custodian (or, if applicable, such Foreign Sub-Custodian) acting pursuant to the terms of this Agreement to hold cash received by or from or for the account of the Fund. Cash maintained on the books of the Custodian (including its branches, subsidiaries and affiliates), regardless of currency denomination, is maintained in bank accounts established under, and subject to the laws of, The Commonwealth of Massachusetts.

SECTION 4.7 COLLECTION OF INCOME. The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to the Foreign Assets held hereunder to which the Funds shall be entitled and shall credit such income, as collected, to the applicable Fund. In the event that extraordinary measures are required to

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collect such income, the Trust and the Custodian shall consult as to such measures and as to the compensation and expenses of the Custodian relating to such measures.

SECTION 4.8 SHAREHOLDER RIGHTS. With respect to the foreign securities held pursuant to this Section 4, the Custodian will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued. The Trust acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Trust to exercise shareholder rights.

SECTION 4.9 COMMUNICATIONS RELATING TO FOREIGN SECURITIES. The Custodian shall transmit promptly to the Trust written information with respect to materials received by the Custodian via the Foreign Sub-Custodians from issuers of the foreign securities being held for the account of the Funds (including, without limitation, pendency of calls and maturities of foreign securities and expirations of rights in connection therewith). With respect to tender or exchange offers, the Custodian shall transmit promptly to the Trust written information with respect to materials so received by the Custodian from issuers of the foreign securities whose tender or exchange is sought or from the party (or its agents) making the tender or exchange offer. Absent negligence on the part of the Custodian, the Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with foreign securities or other property of the Funds at any time held by it unless
(i) the Custodian or the respective Foreign Sub-Custodian is in actual possession of such foreign securities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least three business days prior to the date on which the Custodian is to take action to exercise such right or power.

SECTION 4.10 LIABILITY OF FOREIGN SUB-CUSTODIANS. Each agreement pursuant to which the Custodian employs a Foreign Sub-Custodian shall, to the extent possible, require the Foreign Sub-Custodian to exercise reasonable care in the performance of its duties, and to indemnify, and hold harmless, the Custodian from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the Foreign Sub-Custodian's performance of such obligations. At the Trust's election, the Funds shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against a Foreign Sub-Custodian as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that the Funds have not been made whole for any such loss, damage, cost, expense, liability or claim.

SECTION 4.11 TAX LAW. The Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on the Trust, the Funds or the Custodian as custodian of the Funds by the tax law of the United States or of any state or political subdivision thereof. It shall be the responsibility of the Custodian to use reasonable efforts and due care to (a) perform such ministerial steps as are required to collect any tax refund, (b) ascertain the appropriate rate of tax withholding, and (c) provide such documents as may be required to enable the Trust to receive appropriate tax treatment under applicable tax laws

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and any applicable treaty provisions. Unless otherwise informed by the Trust, the Custodian, in performance of its duties under this Section, shall be entitled to apply categorical treatment of the Trust according to the nationality of the Trust, the particulars of its organization and other relevant details that shall be supplied by the Trust. The Custodian shall be entitled to rely on any information supplied by the Trust on behalf of a Fund. The Custodian my engage reasonable professional advisors disclosed to the Trust by the Custodian, which may include attorneys, accountants or financial institutions in the regular business of investment administration and may rely upon advice received therefrom.

It shall be the duty of the Trust to inform the Custodian of any change in the organization, domicile or other relevant fact concerning tax treatment of the Trust and further, to inform the Custodian if the Trust is or becomes the beneficiary of any special ruling or treatment not applicable to the general nationality and category or entity of which the Trust is a part under general laws and treaty provisions.

SECTION 4.12 LIABILITY OF CUSTODIAN. Except as may arise from the Custodian's own negligence or willful misconduct or the negligence or willful misconduct of a Sub-Custodian, the Custodian shall be without liability to the Trust and the Funds for any loss, liability, claim or expense resulting from or caused by anything which is part of Country Risk.

The Custodian shall be liable for the acts or omissions of a Foreign Sub-Custodian to the same extent as set forth with respect to sub-custodians generally in the Contract and, regardless of whether assets are maintained in the custody of a Foreign Sub-Custodian or a Foreign Securities System, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism, or any other loss where the Sub-Custodian has otherwise acted with reasonable care.

SECTION 4.13 ACCESS OF INDEPENDENT ACCOUNTANTS OF THE TRUST. Upon request of the Trust, the Custodian will use commercially reasonable efforts to arrange for the independent accountants of the Trust to be afforded access to the books and records of any Foreign Sub-Custodian insofar as such books and records relate to (i) the performance of such Foreign Sub-Custodian under its agreement with the Custodian and (ii) the Trust's assets.

SECTION 5. PAYMENTS FOR SALES OR REPURCHASES OR REDEMPTIONS OF SHARES

The Custodian shall receive from the distributor for the Shares, the applicable Eligible Foreign Custodian or from the Transfer Agent, as the case may be, and deposit into the account of the appropriate Fund such payments of funds and securities as are received for Shares, in Creation Unit aggregations, thereof issued or sold from time to time by the Trust. The Custodian will provide timely notification to the Trust on behalf of each such Fund and the Transfer Agent of any receipt by it of payments for Shares of such Fund.

From such funds and securities as may be available for the purpose, the Custodian shall, upon receipt of instructions from the Transfer Agent, make funds and securities available for

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payment to, or in accordance with the instructions of, Authorized Participants (as defined in the Prospectus) who have delivered to the Transfer Agent proper instructions for the redemption or repurchase of their Shares, in Creation Unit aggregations, which shall have been accepted by the Transfer Agent, the applicable Fund Securities (as defined in the Prospectus) (or such securities in lieu thereof as may be designated by the investment adviser of the Fund in accordance with the Prospectus) for such Portfolio and the Cash Redemption Amount (as defined in the Prospectus), if applicable, less any applicable Redemption Transaction Fee (as defined in the Prospectus). The Custodian will transfer the applicable Fund Securities to or on the order of the Authorized Participant. Any cash redemption payment (less any applicable Redemption Transaction Fee) due to the Authorized Participant on redemption shall be effected through the DTC (as defined in the Prospectus) system or through wire transfer in the case of redemptions effected outside of the DTC system.

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SECTION 6. PROPER INSTRUCTIONS

Proper Instructions as used throughout this Agreement means a writing signed or initialed by one or more person or persons as the Board shall have from time to time authorized. Each such writing shall set forth the specific transaction or type of transaction involved, including a specific statement of the purpose for which such action is requested. Oral instructions will be considered Proper Instructions if the Custodian reasonably believes them to have been given by a person authorized to give such instructions with respect to the transaction involved. The Trust shall cause all oral instructions to be confirmed in writing. Proper Instructions may include communications effected directly between electro-mechanical or electronic devices provided that the Trust and the Custodian agree to security procedures, including but not limited to, the security procedures selected by the Trust in the Funds Transfer Addendum attached hereto. For purposes of this Section, Proper Instructions shall include instructions received by the Custodian pursuant to any three-party agreement which requires a segregated asset account in accordance with Section 2.11.

SECTION 7. ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY

The Custodian may in its discretion, without express authority from the Trust on behalf of each applicable Fund:

1) make payments to itself or others for minor expenses of handling securities or other similar items relating to its duties under this Agreement, provided that all such payments shall be accounted for to the Trust on behalf of the Fund;

2) surrender securities in temporary form for securities in definitive form;

3) endorse for collection, in the name of the Fund, checks, drafts and other negotiable instruments; and

4) in general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and property of the Fund except as otherwise directed by the Board.

SECTION 8. EVIDENCE OF AUTHORITY

Absent negligence on the part of the Custodian, the Custodian shall be protected in acting upon any instructions, notice, request, consent, certificate or other instrument or paper reasonably believed by it to be genuine and to have been properly executed by or on behalf of the Trust. The Custodian may receive and accept a copy of a resolution certified by the Secretary or an Assistant Secretary of the Trust ("Certified Resolution") as conclusive evidence (a) of the authority of any person to act in accordance with such resolution or (b) of any determination or of any action by the Board as described in such resolution, and such

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resolution may be considered as in full force and effect until receipt by the Custodian of written notice to the contrary.

SECTION 9. DUTIES OF CUSTODIAN WITH RESPECT TO THE BOOKS OF ACCOUNT AND CALCULATION OF NET ASSET VALUE, NET INCOME AND OTHER INFORMATION

The Custodian shall keep the books of account of each Fund and compute the net asset value per Share of the outstanding Shares. The Custodian shall transmit the net asset value per share of each Fund to the Transfer Agent, the Distributor, the NYSE and such other entities as directed in writing by the Trust. If directed in writing by the Trust to do so, the Custodian shall also calculate daily the net income of the Fund as described in the Prospectus and shall advise the Trust, the Distributor and the Transfer Agent daily of the total amounts of such net income and, if instructed in writing by an officer of the Trust to do so, shall advise the Transfer Agent periodically of the division of such net income among its various components. The calculations of the net asset value per Share and the daily income of each Fund shall be made at the time or times described from time to time in the Prospectus. The Custodian shall on each day a Fund is open for the purchase or redemption of Shares of such Fund compute the number of Shares of each Deposit Security (as defined in the Prospectus) to be included in the current Fund Deposit (as defined in the Prospectus) and the Fund Securities (as defined in the Prospectus) and shall transmit such information to the NYSE.

SECTION 10. RECORDS

The Custodian shall with respect to each Fund create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of the Trust under the 1940 Act, with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder. All such records shall be the property of the Trust and shall at all times during the regular business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of the Trust and employees and agents of the SEC. The Custodian shall, at the Trust's request, supply the Trust with a tabulation of securities owned by each Fund and held by the Custodian and shall, when requested to do so by the Trust and for such compensation as shall be agreed upon between the Trust and the Custodian, include certificate numbers in such tabulations.

SECTION 11. OPINION OF TRUST'S INDEPENDENT ACCOUNTANT

The Custodian shall take all reasonable action, as the Trust on behalf of each applicable Fund may from time to time request, to obtain from year to year favorable opinions from the Trust's independent accountants with respect to its activities hereunder in connection with the preparation of the Trust's Form N-1A, and Form N-SAR or other annual reports to the SEC and with respect to any other requirements thereof.

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SECTION 12. REPORTS TO TRUST BY INDEPENDENT PUBLIC ACCOUNTANTS

The Custodian shall provide the Trust, on behalf of each of the Funds at such times as the Trust may reasonably require, with reports by independent public accountants on the accounting system, internal accounting control and procedures for safeguarding securities, futures contracts and options on futures contracts, including securities deposited and/or maintained in a U.S. Securities System or a Foreign Securities System, relating to the services provided by the Custodian under this Agreement; such reports, shall be of sufficient scope and in sufficient detail, as may reasonably be required by the Trust to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the reports shall so state.

SECTION 13. COMPENSATION OF CUSTODIAN

The Custodian shall be entitled to reasonable compensation for its services and expenses as Custodian, as agreed upon from time to time between the Trust and the Custodian.

SECTION 14. RESPONSIBILITY OF CUSTODIAN

So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by and shall be without liability to the Trust for any action taken or omitted by it in good faith without negligence. The Custodian shall be entitled to rely on and may act upon the written advice of counsel (who may be counsel for the Trust and who may also be- outside counsel chosen by the Custodian with the consent of the Trust, which consent shall not be unreasonably withheld) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Except as may arise from the Custodian's own negligence or willful misconduct or the negligence or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to the Trust for any loss, liability, claim or expense resulting from or caused by; (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, nationalization, expropriation, currency restrictions, or acts of war, revolution, riots or terrorism, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, work stoppages, natural disasters, or other similar events or acts; (ii) errors by the Trust or the Investment Advisor in their instructions to the Custodian provided such instructions have been in accordance with this Agreement; (iii) the insolvency of or acts or omissions by a

21.

Securities System; (iv) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian's sub-custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (v) any delay or failure of any company, corporation, or other body in charge of registering or transferring securities in the name of the Custodian, the Trust, the Custodian's sub-custodians, nominees or agents or any consequential losses arising out of such delay or failure to transfer such securities including non-receipt of bonus, dividends and rights and other accretions or benefits;
(vi) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and
(vii) any provision of any present or future law or regulation or order of the United States of America, or any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction.

The Custodian shall be liable for the acts or omissions of a Foreign Sub-Custodian (as defined in Section 4 hereof) to the same extent as set forth with respect to sub-custodians generally in this Agreement.

If the Trust on behalf of a Fund requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Trust or the Fund being liable for the payment of money or incurring liability of some other form, the Trust on behalf of the Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it.

If the Trust requires the Custodian, its affiliates, subsidiaries or agents, to advance cash or securities for any purpose (including but not limited to securities settlements, foreign exchange contracts and assumed settlement) or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominee's own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the applicable Fund shall be security therefor and should the Trust fail to repay the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of such Fund's assets to the extent necessary to obtain reimbursement. In such event, and not as a precondition to any exercise of the Custodian's rights under this Agreement or otherwise, the Custodian shall endeavor to simultaneously, or as soon as practicable thereafter, advise the Trust of any such cash utilization or asset disposition.

In no event shall the Custodian be liable for indirect, special or consequential damages.

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SECTION 15. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT

This Agreement shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than ninety (90) days after the date of such delivery or mailing; provided, however, that the Trust shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Trust's Declaration of Trust, and further provided, that the Trust on behalf of one or more of the Funds may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction.

For the avoidance of doubt, either party may terminate this Agreement with respect to any one or more particular Fund(s) pursuant to this Section 15 and in such event, all terms and conditions of this Agreement shall survive such termination with regard to any remaining Funds that have not so terminated or been terminated.

Upon termination of this Agreement, the Trust on behalf of each applicable Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its costs, expenses and disbursements, all in accordance with the last compensation schedule in effect regarding the Custodian's services under this Agreement.

SECTION 16. SUCCESSOR CUSTODIAN

If a successor custodian for one or more Funds shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Fund then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Fund held in a Securities System.

If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution.

In the event that no written order designating a successor custodian or Certified Resolution shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than

23.

$25,000,000, all securities, funds and other properties held by the Custodian on behalf of each applicable Fund and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Fund, and to transfer to an account of such successor custodian all of the securities of each such Fund held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement.

In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Trust to procure the Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

SECTION 17. INTERPRETIVE AND ADDITIONAL PROVISIONS

In connection with the operation of this Agreement, the Custodian and the Trust on behalf of each of the Funds, may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions shall be in a writing signed by both parties and shall be annexed hereto, provided that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of the Trust's Declaration of Trust. No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Agreement.

SECTION 18. ADDITIONAL FUNDS

In the event that the Trust establishes one or more series of Shares in addition to Fresco'sm' Dow Jones STOXX 50'sm' Fund and Fresco'sm' Dow Jones EURO STOXX 50'sm' Fund with respect to which it desires to have the Custodian render services as custodian under the terms hereof, it shall so notify the Custodian in writing, and if the Custodian agrees in writing to provide such services, such series of Shares shall become a Fund hereunder.

SECTION 19. MASSACHUSETTS LAW TO APPLY

This Agreement shall be construed and the provisions thereof interpreted under and in accordance with laws of The Commonwealth of Massachusetts not giving effect to the conflicts of laws provisions thereof.

24.

SECTION 20. PRIOR AGREEMENTS

This Agreement supersedes and terminates, as of the date hereof, all prior Agreements between the Trust on behalf of each of the Funds and the Custodian relating to the custody of the Trust's assets.

To the Trust:              FRESCO INDEX SHARES FUNDS
                           c/o UBS Global Asset Management (US) Inc.
                           51 West 52nd Street
                           New York, New York 10019-6114
                           Attention:  General Counsel
                           Telephone:  212-882-5570
                           Telecopy:  212-882-5472

To the Custodian:          STATE STREET BANK AND TRUST COMPANY
                           One Federal Street - BO2-3
                           Boston, Massachusetts 02206
                           Attention:  Michael D. Timcoe, Vice President
                           Telephone:  617-662-0511
                           Telecopy:  617-988-0793

Such notice, instruction or other instrument shall be deemed to have been served in the case of a registered letter at the expiration of five business days after posting, in the case of cable twenty-four hours after dispatch and, in the case of telex, immediately on dispatch and if delivered outside normal business hours it shall be deemed to have been received at the next time after delivery when normal business hours commence and in the case of cable, telex or telecopy on the business day after the receipt thereof. Evidence that the notice was properly addressed, stamped and put into the post shall be conclusive evidence of posting.

SECTION 22. REPRODUCTION OF DOCUMENTS

This Agreement and all schedules, addenda, exhibits, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto all/each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any

25.

enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

SECTION 23. REMOTE ACCESS SERVICES ADDENDUM

The Custodian and the Trust agree to be bound by the terms of the Addendum hereto relating to remote access services.

SECTION 24. SHAREHOLDER COMMUNICATIONS ELECTION

SEC Rule 14b-2 requires banks which hold securities for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, the Custodian needs the Trust to indicate whether it authorizes the Custodian to provide the Trust's name, address, and share position to requesting companies whose securities the Trust owns. If the Trust tells the Custodian "no", the Custodian will not provide this information to requesting companies. If the Trust tells the Custodian "yes" or does not check either "yes" or "no" below, the Custodian is required by the rule to treat the Trust as consenting to disclosure of this information for all securities owned by the Trust or any funds or accounts established by the Trust. For the Trust's protection, the Rule prohibits the requesting company from using the Trust's name and address for any purpose other than corporate communications. Please indicate below whether the Trust consents or objects by checking one of the alternatives below.

YES [ ]   The Custodian is authorized to release the Trust's name, address, and
          share positions.

NO [X]    The Custodian is not authorized to release the Trust's name, address,
          and share positions.

SECTION 25. REPRESENTATIONS AND WARRANTIES

SECTION 25.1 TRUST'S REPRESENTATIONS AND WARRANTIES. The Trust represents and warrants that:

1) the execution, delivery and performance of this Agreement are within the Trust's power and authority and have been duly authorized by all requisite action (corporate or otherwise) of the Trust, and the Trust has all necessary regulatory authorizations to perform its functions under this Agreement; and

2) this Agreement shall at all times constitute a legal, valid and binding obligation of the Trust enforceable against the Trust, except as may be limited by bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors' rights in

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general and subject to the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at law).

SECTION 25.2 CUSTODIAN'S REPRESENTATIONS AND WARRANTIES. The Custodian represents and warrants that:

1) the execution, delivery and performance of this Agreement are within the Custodian's power and authority and have been duly authorized by all requisite action (corporate or otherwise) of the Custodian, and the Custodian has all necessary regulatory authorizations to perform its functions under this Agreement; and

2) this Agreement constitutes a legal valid and binding obligation of the Custodian enforceable against the Custodian, except as may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights in general and subject to the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at law).

SECTION 26. DISCLOSURES OF MASSACHUSETTS BUSINESS TRUST

It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the shareholders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and signed by an authorized officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on them personally, but shall bind only the property of the Trust as provided in its Declaration of Trust.

With respect to any obligations of the Trust on behalf of any particular Fund arising hereunder, Custodian shall look for payment or satisfaction of any such obligation solely to the assets attributable to such Fund and assets of the Trust to which such obligation related as though that Fund had separately contracted with Custodian by separate written agreement with respect to such assets held by the Custodian. The rights and benefits to which the Trust on behalf of any particular Fund is entitled hereunder shall be solely those of the Trust on behalf of the particular Fund and no other Fund shall receive such benefits. There shall be no right of set-off between Funds and no assets relating to one Fund shall be used to meet the obligations of any other Fund in relation thereto or of any other customers of the Custodian.

SECTION 27. ASSIGNMENT

This Agreement may not be assigned by either party hereto without the prior written consent of the other.

27.

SECTION 28. CONFIDENTIALITY

The Custodian agrees to treat confidentially all non-public records and other information obtained by, or provided to, it during the term of this Agreement and relating to the Trust and each Fund, except where (a ) required to be disclosed by law or regulatory authority or agency, (b) the Custodian has determined that disclosure is necessary for the protection of its interests, or
(c) the Custodian has received the prior written consent of the Trust to disclose, which consent shall not be unreasonably withheld. In the event of any disclosure by Custodian pursuant to either of clause (a) or (b) in the immediately preceding sentence, and not as a precondition to any such disclosure, the Custodian shall, to the extent practicable based on the circumstances, endeavor to advise the Trust of such disclosure. Notwithstanding the foregoing, the Custodian may aggregate Trust or Fund data with similar data of other customers of the Custodian ("Aggregated Data") and may use Aggregated Data for the purposes of constructing statistical models so long as such Aggregated Data represents such a sufficiently large sample that neither the Trust nor any Fund data can be identified either directly or by inference or implication.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

28.

SIGNATURE PAGE

IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed in its name and behalf by its duly authorized representative and its seal to be hereunder affixed as of the date first above-written.

FRESCO'sm' INDEX SHARES FUNDS TRUST SIGNATURE ATTESTED TO BY:

By:    /s/ David M. Goldenberg                By:    /s/ Cynthia Lo Bessette
       ------------------------------                ---------------------------

Name:  David M. Goldenberg                    Name:  Cynthia Lo Bessette
       ------------------------------                ---------------------------

Title: Secretary                              Title: Assistant Secretary
       ------------------------------                ---------------------------

STATE STREET BANK AND TRUST COMPANY           SIGNATURE ATTESTED TO BY:



By: /s/ Joseph L. Hooley                      /s/ Stephanie L. Poster
    ---------------------------------         ----------------------------------
    Joseph L. Hooley,                         Stephanie L. Poster,
    Executive Vice President                  Vice President

29.

[STATE STREET LOGO]

FUNDS TRANSFER ADDENDUM

OPERATING GUIDELINES

1. OBLIGATION OF THE SENDER: State Street is authorized to promptly debit Client's account(s) upon the receipt of a payment order in compliance with the selected Security Procedure chosen for funds transfer and in the amount of money that State Street has been instructed to transfer. State Street shall execute payment orders in compliance with the Security Procedure and with the Client's instructions on the execution date provided that such payment order is received by the customary deadline for processing such a request, unless the payment order specifies a later time. All payment orders and communications received after this time will be deemed to have been received on the next business day.

2. SECURITY PROCEDURE: The Client acknowledges that the Security Procedure it has designated on the Selection Form was selected by the Client from Security Procedures offered by State Street. The Client agrees that the Security Procedures are reasonable and adequate for its wire transfer transactions and agrees to be bound by any payment orders, amendments and cancellations, whether or not authorized, issued in its name and accepted by State Street after being confirmed by any of the selected Security Procedures. The Client also agrees to be bound by any other valid and authorized payment order accepted by State Street. The Client shall restrict access to confidential information relating to the Security Procedure to authorized persons as communicated in writing to State Street. The Client must notify State Street immediately if it has reason to believe unauthorized persons may have obtained access to such information or of any change in the Client's authorized personnel. State Street shall verify the authenticity of all instructions according to the Security Procedure.

3. ACCOUNT NUMBERS: State Street shall process all payment orders on the basis of the account number contained in the payment order. In the event of a discrepancy between any name indicated on the payment order and the account number, the account number shall take precedence and govern. Financial institutions that receive payment orders initiated by State Street at the instruction of the Client may also process payment orders on the basis of account numbers, regardless of any name included in the payment order. State Street will also rely on any financial institution identification numbers included in any payment order, regardless of any financial institution name included in the payment order.

4. REJECTION: State Street reserves the right to decline to process or delay the processing of a payment order which (a) is in excess of the collected balance in the account to be charged at the time of State Street's receipt of such payment order; (b) if initiating such payment order would cause State Street, in State Street's sole judgment, to exceed any volume, aggregate dollar, network, time, credit or similar limits upon wire transfers which are applicable to State Street; or (c) if State Street, in good faith, is unable to satisfy itself that the transaction has been properly authorized.

5. CANCELLATION OR AMENDMENT: State Street shall use reasonable efforts to act on all authorized requests to cancel or amend payment orders received in compliance with the Security Procedure provided that such requests are received in a timely manner affording State Street reasonable opportunity to act. However, State Street assumes no liability if the request for amendment or cancellation cannot be satisfied.

6. ERRORS: State Street shall assume no responsibility for failure to detect any erroneous payment order provided that State Street complies with the payment order instructions as received and State Street complies with the Security Procedure. The Security Procedure is established for the purpose of authenticating payment orders only and not for the detection of errors in payment orders.

7. INTEREST AND LIABILITY LIMITS: State Street shall assume no responsibility for lost interest with respect to the refundable amount of any unauthorized payment order, unless State Street is notified of the unauthorized payment order within thirty (30) days of notification by State Street of the acceptance of such payment order. In no event shall State Street be liable for special, indirect or consequential damages, even if advised of the possibility of such damages and even for failure to execute a payment order.

8. AUTOMATED CLEARING HOUSE ("ACH") CREDIT ENTRIES/PROVISIONAL PAYMENTS: When a Client initiates or receives ACH credit and debit entries pursuant to these Guidelines and the rules of the National Automated Clearing House Association and the New England Clearing House Association, State Street will act as an Originating Depository Financial Institution and/or Receiving Depository Institution, as the case may be, with respect to such entries. Credits given by State Street with respect to an ACH credit entry are provisional until State Street receives final settlement for such entry from the Federal Reserve Bank. If State Street does not receive such final settlement, the Client agrees that State Street shall receive a refund of the amount credited to the Client in connection with such entry, and the party making payment to the Client via such entry shall not be deemed to have paid the amount of the entry.

9. CONFIRMATION STATEMENTS: Confirmation of State Street's execution of payment orders shall ordinarily be provided within 24 hours. Notice may be delivered through State Street's proprietary information systems, such as, but not limited to Horizon and GlobalQuest'r', account statements, advices, or by facsimile or callback. The Client must report any objections to the execution of a payment order within 30 days.

[STATE STREET LOGO]

FUNDS TRANSFER ADDENDUM

10. LIABILITY ON FOREIGN ACCOUNTS: State Street shall not be required to repay any deposit made at a non-U.S. branch of State Street, or any deposit made with State Street and denominated in a non-U.S. dollar currency, if repayment of such deposit or the use of assets denominated in the non-U.S. dollar currency is prevented, prohibited or otherwise blocked due to: (a) an act of war, insurrection or civil strife; (b) any action by a non-U.S. government or instrumentality or authority asserting governmental, military or police power of any kind, whether such authority be recognized as a defacto or a dejure government, or by any entity, political or revolutionary movement or otherwise that usurps, supervenes or otherwise materially impairs the normal operation of civil authority; or(c) the closure of a non-U.S. branch of State Street in order to prevent, in the reasonable judgment of State Street, harm to the employees or property of State Street. The obligation to repay any such deposit shall not be transferred to and may not be enforced against any other branch of State Street.

The foregoing provisions constitute the disclosure required by Massachusetts General Laws, Chapter 167D, Section 36.

While State Street is not obligated to repay any deposit made at a non-U.S. branch or any deposit denominated in a non-U.S. currency during the period in which its repayment has been prevented, prohibited or otherwise blocked, State Street will repay such deposit when and if all circumstances preventing, prohibiting or otherwise blocking repayment cease to exist.

11. MISCELLANEOUS: State Street and the Client agree to cooperate to attempt to recover any funds erroneously paid to the wrong party or parties, regardless of any fault of State Street or the Client, but the party responsible for the erroneous payment shall bear all costs and expenses incurred in trying to effect such recovery. These Guidelines may not be amended except by a written agreement signed by the parties.

[STATE STREET LOGO]

FUNDS TRANSFER ADDENDUM

Security Procedure(s) Selection Form

Please select one or more of the funds transfer security procedures indicated below.

X[ ]SWIFT
SWIFT (Society for Worldwide Interbank Financial Telecommunication) is a cooperative society owned and operated by member financial institutions that provides telecommunication services for its membership. Participation is limited to securities brokers and dealers, clearing and depository institutions, recognized exchanges for securities, and investment management institutions. SWIFT provides a number of security features through encryption and authentication to protect against unauthorized access, loss or wrong delivery of messages, transmission errors, loss of confidentiality and fraudulent changes to messages. SWIFT is considered to be one of the most secure and efficient networks for the delivery of funds transfer instructions.
Selection of this security procedure would be most appropriate for existing SWIFT members.

[ ]Standing Instructions
Standing Instructions may be used where funds are transferred to a broker on the Client's established list of brokers with which it engages in foreign exchange transactions. Only the date, the currency and the currency amount are variable. In order to establish this procedure, State Street will send to the Client a list of the brokers that State Street has determined are used by the Client. The Client will confirm the list in writing, and State Street will verify the written confirmation by telephone. Standing Instructions will be subject to a mutually agreed upon limit. If the payment order exceeds the established limit, the Standing Instruction will be confirmed by telephone prior to execution.

[ ]Remote Batch Transmission
Wire transfer instructions are delivered via Computer-to-Computer (CPU-CPU) data communications between the Client and State Street. Security procedures include encryption and or the use of a test key by those individuals authorized as Automated Batch Verifiers.
Clients selecting this option should have an existing facility for completing CPU-CPU transmissions. This delivery mechanism is typically used for high-volume business.

[ ]Global Horizon Interchange'sm' Funds Transfer Service Global Horizon Interchange Funds Transfer Service (FTS) is a State Street proprietary microcomputer-based wire initiation system. FTS enables Clients to electronically transmit authenticated Fedwire, CHIPS or internal book transfer instructions to State Street.
This delivery mechanism is most appropriate for Clients with a low-to-medium number of transactions (5-75 per day), allowing Clients to enter, batch, and review wire transfer instructions on their PC prior to release to State Street.

[ ]Telephone Confirmation (Callback)
Telephone confirmation will be used to verify all non-repetitive funds transfer instructions received via untested facsimile or phone. This procedure requires Clients to designate individuals as authorized initiators and authorized verifiers. State Street will verify that the instruction contains the signature of an authorized person and prior to execution, will contact someone other than the originator at the Client's location to authenticate the instruction. Selection of this alternative is appropriate for Clients who do not have the capability to use other security procedures.

[ ]Repetitive Wires
For situations where funds are transferred periodically (minimum of one instruction per calendar quarter) from an existing authorized account to the same payee (destination bank and account number) and only the date and currency amount are variable, a repetitive wire may be implemented. Repetitive wires will be subject to a mutually agreed upon limit. If the payment order exceeds the established limit, the instruction will be confirmed by telephone prior to execution. Telephone confirmation is used to establish this process. Repetitive wire instructions must be reconfirmed annually.
This alternative is recommended whenever funds are frequently transferred between the same two accounts.

[ ]Transfers Initiated by Facsimile
The Client faxes wire transfer instructions directly to State Street Mutual Fund Services. Standard security procedure requires the use of a random number test key for all transfers. Every six months the Client receives test key logs from State Street. The test key contains alpha-numeric characters, which the Client puts on each document faxed to State Street. This procedure ensures all wire instructions received via fax are authorized by the Client.
We provide this option for Clients who wish to batch wire instructions and transmit these as a group to State Street Mutual Fund Services once or several times a day.

[STATE STREET LOGO]

FUNDS TRANSFER ADDENDUM

[ ]Automated Clearing House (ACH)

State Street receives an automated transmission or a magnetic tape from a Client for the initiation of payment (credit) or collection (debit) transactions through the ACH network. The transactions contained on each transmission or tape must be authenticated by the Client. Clients using ACH must select one or more of the following delivery options:

[ ]Global Horizon Interchange Automated Clearing House Service Transactions are created on a microcomputer, assembled into batches and delivered to State Street via fully authenticated electronic transmissions in standard NACHA formats.

[ ]Transmission from Client PC to State Street Mainframe with Telephone Callback

[ ]Transmission from Client Mainframe to State Street Mainframe with Telephone Callback

[ ]Transmission from DST Systems to State Street Mainframe with Encryption

[ ]Magnetic Tape Delivered to State Street with Telephone Callback

State Street is hereby instructed to accept funds transfer instructions only via the delivery methods and security procedures indicated. The selected delivery methods and security procedure(s) will be effective _______________________ for payment orders initiated by our organization.

CLIENT OPERATIONS CONTACT                 ALTERNATE CONTACT

Paul Schubert                             Michael Jackson
--------------------------------------    --------------------------------------
               Name                                      Name

51 West 52nd Street                       51 West 52nd Street
--------------------------------------    --------------------------------------
             Address                                   Address

New York, NY 10019                        New York, NY 10019
--------------------------------------    --------------------------------------
       City/State/Zip Code                       City/State/Zip Code

212-882-5124                              212-882-5452
--------------------------------------    --------------------------------------
        Telephone Number                          Telephone Number

212-882-5612
--------------------------------------    --------------------------------------
        Facsimile Number                           Facsimile Number

--------------------------------------
         SWIFT Number

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         Telex Number

REMOTE ACCESS SERVICES ADDENDUM TO CUSTODIAN AGREEMENT

ADDENDUM to that certain Custodian Agreement dated as of August 19, 2002 (the "Custodian Agreement") between Fresco Index Shares Funds (the "Customer") and State Street Bank and Trust Company, including its subsidiaries and affiliates ("State Street").

State Street has developed and utilizes proprietary accounting and other systems in conjunction with the custodian services which State Street provides to the Customer. In this regard, State Street maintains certain information in databases under its control and ownership which it makes available to its customers (the "Remote Access Services").

The Services

State Street agrees to provide the Customer, and its designated investment advisors, consultants or other third parties authorized by State Street ("Authorized Designees") with access to In~Sight'sm' as described in Exhibit A or such other systems as may be offered from time to time (the "System") on a remote basis.

Security Procedures

The Customer agrees to comply, and to cause its Authorized Designees to comply, with remote access operating standards and procedures and with user identification or other password control requirements and other security procedures as may be issued from time to time by State Street for use of the System and access to the Remote Access Services. The Customer agrees to advise State Street immediately in the event that it learns or has reason to believe that any person to whom it has given access to the System or the Remote Access Services has violated or intends to violate the terms of this Addendum and the Customer will cooperate with State Street in seeking injunctive or other equitable relief. The Customer agrees to discontinue use of the System and Remote Access Services, if requested, for any security reasons cited by State Street.

Fees

Fees and charges for the use of the System and the Remote Access Services and related payment terms shall be as set forth in the custody fee schedule in effect from time to time between the parties. The Customer shall be responsible for any tariffs, duties or taxes imposed or levied by any government or governmental agency by reason of the transactions contemplated by this Addendum, including, without limitation, federal, state and local taxes, use, value added and personal property taxes (other than income, franchise or similar taxes which may be imposed or assessed against State Street). Any claimed exemption from such tariffs, duties or taxes shall be supported by proper documentary evidence delivered to State Street.

Proprietary Information/Injunctive Relief

The System and Remote Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, know-how, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to the Customer by State Street as part of the Remote Access Services and through the use of the System and all copyrights, patents, trade secrets and other proprietary rights of State Street related thereto are the exclusive, valuable and confidential property of State Street and its relevant licensors (the "Proprietary Information"). The Customer agrees on behalf of itself and its Authorized Designees to keep the Proprietary Information confidential and to limit access to its employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public.

The Customer agrees to use the Remote Access Services only in connection with the proper purposes of this Addendum. The Customer will not, and will cause its employees and Authorized Designees not to, (i) permit

any third party to use the System or the Remote Access Services, (ii) sell, rent, license or otherwise use the System or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv) allow or cause any information transmitted from State Street's databases, including data from third party sources, available through use of the System or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of the Customer, as State Street's customer.

The Customer agrees that neither it nor its Authorized Designees will modify the System in any way; enhance or otherwise create derivative works based upon the System, nor will your or your Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System.

The Customer acknowledges that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street inadequately compensable in damages at law and that State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available.

Limited Warranties

State Street represents and warrants that it is the owner of and has the right to grant access to the System and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology including, but not limited to, the use of the Internet, and the necessity of relying upon third party sources, and data and pricing information obtained from third parties, the System and Remote Access Services are provided "AS IS", and the Customer and its Authorized Designees shall be solely responsible for the investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. State Street and its relevant licensors will not be liable to the Customer or its Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the System or the Remote Access Services, nor shall either party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party's control.

State Street will take reasonable steps to ensure that its products (and those of its third-party suppliers) reflect the available state of the art technology to offer products that are Year 2000 compliant, including, but not limited to, century recognition of dates, calculations that correctly compute same century and multi century formulas and date values, and interface values that reflect the date issues arising between now and December 31, 2099, and if any changes are required, State Street will make the changes to its products at no cost to you and in a commercially reasonable time frame and will require third-party suppliers to do likewise. The Customer will do likewise for its systems.

EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET, FOR ITSELF AND ITS RELEVANT LICENSORS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Infringement

State Street will defend or, at our option, settle any claim or action brought against the Customer to the extent

that it is based upon an assertion that access to the System or use of the Remote Access Services by the Customer under this Addendum constitutes direct infringement of any patent or copyright or misappropriation of a trade secret, provided that the Customer notifies State Street promptly in writing of any such claim or proceeding and cooperates with State Street in the defense of such claim or proceeding. Should the System or the Remote Access Services or any part thereof become, or in State Street's opinion be likely to become, the subject of a claim of infringement or the like under any applicable patent or copyright or trade secret laws, State Street shall have the right, at State Street's sole option, to (i) procure for the Customer the right to continue using the System or the Remote Access Services, (ii) replace or modify the System or the Remote Access Services so that the System or the Remote Access Services becomes noninfringing, or (iii) terminate this Addendum without further obligation.

Termination

Either party to the Custodian Agreement may terminate this Addendum (i) for any reason by giving the other party at least one-hundred and eighty (180) days prior written notice in the case of notice of termination by State Street to the Customer or thirty (30) days notice in the case of notice from the Customer to State Street of termination, or (ii) immediately for failure of the other party to comply with any material term and condition of the Addendum by giving the other party written notice of termination. This Addendum shall in any event terminate within ninety (90) days after the termination of the Custodian Agreement. In the event of termination, the Customer will return to State Street all copies of documentation and other confidential information in its possession or in the possession of its Authorized Designees. The foregoing provisions with respect to confidentiality and infringement will survive termination for a period of three (3) years.

Miscellaneous

This Addendum and the exhibit hereto constitute the entire understanding of the parties to the Custodian Agreement with respect to access to the System and the Remote Access Services. This Addendum cannot be modified or altered except in a writing duly executed by each of State Street and the Customer and shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts.

By its execution of the Custodian Agreement, the Customer (a) confirms to State Street that it informs all Authorized Designees of the terms of this Addendum;
(b) accepts responsibility for its and its Authorized Designees' compliance with the terms of this Addendum; and (c) indemnifies and holds State Street harmless from and against any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities arising from any failure of the Customer or any of its Authorized Designees to abide by the terms of this Addendum.

EXHIBIT A
to

REMOTE ACCESS SERVICES ADDENDUM TO CUSTODIAN AGREEMENT

IN-SIGHT'sm'
System Product Description

In-Sight'sm' provides bilateral information delivery, interoperability, and on-line access to State Street. In-Sight'sm' allows users a single point of entry into State Street's diverse systems and applications. Reports and data from systems such as Investment Policy Monitor'sm', Multicurrency Horizon'sm', Securities Lending, Performance & Analytics and Electronic Trade Delivery can be accessed through In-Sight'sm'. This Internet-enabled application is designed to run from a Web browser and perform across low-speed data lines or corporate high-speed backbones. In-Sight'sm' also offers users a flexible toolset, including an ad-hoc query function, a custom graphics package, a report designer, and a scheduling capability. Data and reports offered through In-Sight'sm' will continue to increase in direct proportion with the customer roll out, as it is viewed as the information delivery system will grow with State Street's customers.

EXECUTION COPY

ADMINISTRATION AGREEMENT

Agreement dated as of February 15, 2002, by and between State Street Bank and Trust Company, a Massachusetts trust company (the "Administrator"), and Fresco'sm' Index Shares Funds, a Massachusetts business trust (the "Trust").

WHEREAS, the Trust will be registered as an open-end, management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), as of the first date (the "Launch Date") that it offers shares of beneficial interest (the "Shares") of the initial series of the Trust, listed on Schedule A hereto, as it may be amended from time to time (each a "Fund" and together the "Funds"); and

WHEREAS, Shares of each Fund will be listed on the New York Stock Exchange (the "Exchange"); and

WHEREAS, the Trust desires to retain the Administrator to furnish certain administrative services to the Trust, 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 Trust hereby appoints the Administrator to act as administrator with respect to the Trust and each 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 for the compensation provided herein.

In the event that the Trust establishes one or more additional Funds with respect to which it wishes to retain the Administrator to act as administrator hereunder, the Trust shall notify the Administrator in writing. Upon written acceptance by the Administrator, such additional Funds shall be listed on an amended Schedule A and such Funds shall become subject to the provisions of this Agreement to the same extent as the existing Funds, except to the extent that such provisions (including those relating to the compensation and expenses payable by the Trust and its Funds) may be modified with respect to each additional Fund in writing by the Trust and the Administrator at the time of the addition of the Fund.

2. DELIVERY OF DOCUMENTS

The Trust will promptly deliver to the Administrator copies of each of the following documents and all future amendments and supplements, if any:

a. The Trust's Declaration of Trust and By-Laws;

b. The Trust's currently effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and the 1940 Act and the Trust's Prospectus(es) and Statement(s) of Additional Information relating to all Funds and all amendments and supplements thereto as in effect from time to time;

c. Certified copies of the resolutions of the Board of Trustees of the Trust (the "Board") authorizing (1) the Trust to enter into this Agreement and (2) certain individuals on behalf of the Trust to (a) give instructions to the Administrator pursuant to this Agreement and (b) sign checks and pay expenses;

d. A copy of the investment advisory agreement between each Fund and its investment adviser;

e. A copy of the distribution agreement between each 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 Trust that:

a. It is a Massachusetts trust company, duly organized and existing under the laws of The Commonwealth of Massachusetts;

b. It has the corporate 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; and

e. Its entrance 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.

4. REPRESENTATIONS AND WARRANTIES OF THE TRUST

The Trust represents and warrants to the Administrator that:

a. It is a Massachusetts business trust organized, existing and in good standing under the laws of the Commonwealth of Massachusetts;

b. It has the corporate power and authority under applicable laws and by its Declaration of Trust and by-laws to enter into and perform this Agreement;

c. All requisite proceedings have been taken to authorize it to enter into and perform this Agreement;

d. It is an investment company which will be properly registered under the 1940 Act on the Launch Date;

e. A registration statement under the 1933 Act and the 1940 Act will be filed prior to the Launch Date and will be effective and remain effective from the Launch Date through the remaining term of this Agreement. The Trust also warrants to the Administrator that as of the Launch Date, all necessary filings under the securities laws of the states in which the Trust offers or sells its shares will be made;

f. No legal or administrative proceedings have been instituted or threatened which would impair the Trust's ability to perform its duties and obligations under this Agreement;

g. Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it; and

h. As of the close of business on the date of this Agreement, the Trust is authorized to issue shares of beneficial interest, and it will initially offer shares on the Launch Date, in the authorized amounts as set forth in Schedule A.

5. ADMINISTRATION SERVICES

The Administrator shall provide the following services, in each case, subject to the control, supervision and direction of the Trust and the review and comment by the Trust's auditors and legal counsel and in accordance with procedures which may be established from

time to time between the Trust and the Administrator:

a. Oversee the maintenance by the Trust's custodian of certain books and records of the Trust as required under Section 31 of the 1940 Act, including any Rules promulgated thereunder;

b. Prepare the Trust's federal, state and local income tax returns for review by the Trust's independent accountants and filing by the Trust's treasurer;

c. Review calculation, submit for approval by officers of the Trust and arrange for payment of the Trust's expenses;

d. Prepare for review and approval by officers of the Trust financial information and related supporting schedules for the Trust's semi-annual and annual reports, proxy statements and other communications required or otherwise to be sent to Trust shareholders, arrange for the printing and dissemination of such reports and communications to record and beneficial shareholders through The Depository Trust Company and supply backup data for such reports and communications for the independent auditors of the Funds;

e. Prepare for review by an officer of and legal counsel for the Trust and file as appropriate the Trust's periodic financial reports required to be filed with the Securities and Exchange Commission ("SEC") on Form N-SAR and financial information required by Form N-1A and such other reports, forms or filings as may be mutually agreed upon;

f. Prepare such periodic reports relating to the business and affairs of the Trust as may be mutually agreed upon by the parties from time to time and not otherwise prepared by the Trust's investment adviser, custodian, legal counsel or independent accountants;

g. Prepare recommendations as to each Fund's income and capital gains available for distribution; calculate such distributions for each Fund in accordance with applicable regulations and the distribution policies set forth in the Trust's registration statement, and assist Trust management in making final determination of distribution amounts;

h. Make such reports and recommendations to the Board concerning the performance of the independent accountants as the Board may reasonably request;

i. Oversee and review calculations of fees paid to the Trust's investment

adviser, custodian and transfer agent;

j. Consult with the Trust's officers, independent accountants, legal counsel, custodian and transfer agent in establishing the accounting policies of the Trust;

k. Respond to, or refer to the Trust's officers or the Distributor or the Transfer Agent, shareholder inquiries relating to the Trust;

l. Provide periodic testing of portfolios and related written reports as agreed upon between the parties to assist the Trust's investment adviser in complying with Internal Revenue Code mandatory qualification requirements, the requirements of the 1940 Act and Trust prospectus limitations as may be mutually agreed upon and prompt notice in writing of breaches or potential breaches of any such requirement or guideline in such form(s) as agreed upon between the parties;

m. Review and provide assistance on shareholder communications;

n. Maintain general corporate calendar;

o. Maintain copies of the Trust's Declaration of Trust and by-laws;

p. File annual and semi-annual shareholder reports with the appropriate regulatory agencies; review text of "President's letters" to shareholders and "Management's Discussion of Trust Performance" (which shall also be subject to review by the Trust's legal counsel);

q. Organize, attend and prepare minutes of shareholder meetings;

r. Provide consultation on regulatory matters relating to portfolio management, Trust operations and any potential changes in the Trust's investment policies, operations or structure; act as liaison to legal counsel to the Trust and, where applicable, to legal counsel to the Trust's independent Board members;

s. Maintain continuing awareness of significant emerging regulatory and legislative developments which may affect the Trust, update the Board and the investment adviser on those developments and provide related planning assistance where requested or appropriate;

t. Develop or assist in developing guidelines and procedures to improve overall compliance by the Trust and its various agents;

u. Counsel and assist the Trust in the handling of routine regulatory examinations and work closely with the Trust's legal counsel in response to any non-routine regulatory matters;

Subject to review and comment by the Trust's legal counsel:

v. Prepare and file with the SEC applications for exemptive and/or no-action relief related to the Funds and the Trust's registration statement and any amendments thereto, including updating the Prospectus and Statement of Additional Information, where applicable;

w. Prepare and file with the SEC proxy statements; provide consultation on proxy solicitation matters;

x. Prepare agenda and background materials for Board meetings, including Board reports as required by applicable law, regulation or the Trust's procedures and any other reports or materials requested by the Trust or the Trust's legal counsel, make presentations where appropriate, prepare minutes and follow-up on matters raised at Board meetings;

y. Prepare and file with the SEC Rule 24f-2 notices;

z. Perform Blue Sky services pursuant to the specific instructions of the Trust and as detailed in Schedule B hereto; and

aa. Prepare or oversee the preparation and filing of all notices to the Exchange.

The Administrator shall provide, at its own cost, 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 Trust 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, which represents the Combined Fee Schedule for custody, administration and transfer agency services to be provided by the Administrator to the Trust. The fees are accrued daily and billed monthly and shall be due and payable 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 Trust shall reimburse the Administrator for its reasonable out-of-pocket costs set forth in the Combined Fee Schedule incurred in connection with this Agreement.

The Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Trust's behalf at the Trust's request and with the Trust's prior written consent.

The Trust will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. Expenses to be borne by the Trust, 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 Trust'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 Trust directly from parties other than the Administrator except as agreed upon otherwise between the parties; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Trust; 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 and accounting fees, proxy filing fees; the costs of preparation (other than with respect to the services contemplated in Section 5 herein), EDGAR filing, printing and mailing of the Trust's proxy materials, registration statements on Form N-1A and any amendments thereto and shareholder reports; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, trustee or employee of the Trust to the extent not employed by the Administrator; cost of typesetting and printing of prospectuses; cost, if applicable, of filing of the Trust's tax returns (other than with respect to the services contemplated in Section 5 herein) 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; cost of fidelity bond and directors' and officers' liability insurance; and cost of independent pricing services used in computing the Trust's net asset value.

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, 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 Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions and any such delegation shall not affect the Administrator's liability whatsoever.

7. INSTRUCTIONS AND ADVICE

At any time, the Administrator may apply to any officer of the Trust for instructions and may consult with its own legal counsel or outside counsel for the Trust or the independent accountants for the Trust at the expense of the Trust where prior consent for such expense has

been provided by the Trust, 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 Trust, 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 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 Trust. 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 judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence or willful misconduct of the Administrator, its officers, employees or agents. The Administrator shall not be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, however, notwithstanding the foregoing, the Administrator's cumulative liability for any calendar year, regardless of the form of action or legal theory, shall be limited to such amounts as may be agreed upon from time to time between the parties hereto.

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.

The names "Fresco'sm' Index Shares Funds" and "Trustees of Fresco'sm' Index Shares Funds" refer respectively to the Trust created and the Trustees, as trustees, not individually or personally, acting from time to time under a Declaration of Trust dated February 13, 2002 with respect to Fresco'sm' Index Shares Funds, which is hereby referred to and a copy of which is on file at the office of the Secretary of The Commonwealth of Massachusetts and at the principal office of the Trust. The obligations of "Fresco'sm' Index Shares Funds" entered into the name or on behalf thereof by any of the Trustees, officers, representatives or agents are made not individually, but in such capacities, and are not binding upon any of the Trustees, shareholders, officers, representatives or agents of the Trust personally, but bind only the respective Trust Property (as defined in the Declaration of Trust), and all persons dealing with any class of shares of the Trust must look solely to the Trust Property belonging to such class for the enforcement of any claims against the Trust.

The Trust 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 Trust, 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 negligence or willful misconduct and, provided further, that the Trust shall not be liable under this Section for any amount paid in settlement of claims without the Trust's consent, unless such consent is unreasonably withheld.

The indemnification contained herein shall survive the termination of this Agreement.

9. CONFIDENTIALITY

The Administrator agrees that, except as otherwise required by law or in connection with any required disclosure to a banking or other regulatory authority, it will keep confidential all records and information in its possession relating to the Trust 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 Trust.

10. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS

The Trust 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 Trust shall at all times remain the property of the Trust, 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 Trust 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 Trust 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 Trust from time to time, have no authority to act or represent the Trust in any way or otherwise be deemed an agent of the Trust.

12. TERM, TERMINATION AND AMENDMENT

This Agreement shall become effective on the date of its execution and shall remain in full force and effect from the effective date for an initial term of two years from the effective date and shall automatically continue in full force and effect after such initial term unless either party terminates this Agreement by written notice to the other party at least sixty (60) days prior to the expiration of the initial term. Either party may terminate this Agreement at any time after the initial term upon at least sixty (60) days' prior written notice to the other party. Termination of this Agreement with respect to any given Fund shall in no way affect the continued validity of this Agreement with respect to any other Fund. Upon termination of this Agreement with respect to a Fund, Schedule A shall be amended as necessary to reflect the Funds subject to the terms of this Agreement. Upon termination of this Agreement, the Trust 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. Notwithstanding the foregoing, the Trust may terminate this Agreement (i) upon thirty (30) days' prior written notice to the Administrator that the Administrator is in breach of this Agreement, and the Administrator within such period fails to cure such breach,
(ii) upon intervention of bankruptcy or receivership with respect to the Administrator or (iii) upon the execution by the Administrator of any assignment for the benefit of creditors. Any such termination shall be in addition to, and not in lieu of, any rights the Trust may have at law or in equity against the Administrator.

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 Trust, on behalf of a Fund:

Fresco'sm' Index Shares Funds
51 West 52nd Street
New York, NY 10019

Fax number (212) 882-5472 Attention: Amy R. Doberman, Esq.

if to the Administrator:
State Street Bank and Trust Company One Federal Street - 9th Floor/P.O. Box 5049 Boston, Massachusetts 02206-5049 Fax number (617) 662-3805 Attn:Fund Administration Legal Department

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 Trust 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.

18. 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.

19. GOVERNING LAW

This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of The Commonwealth of Massachusetts, except with respect to the conflicts of laws provisions thereof.

20. REPRODUCTION OF DOCUMENTS

This Agreement and all schedules, exhibits, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto all/each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

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.

FRESCO'sm' INDEX SHARES FUNDS

By:    /s/ Joseph A. La Corte
       ----------------------------
Name:  Joseph A. La Corte
Title: Trustee

STATE STREET BANK AND TRUST COMPANY

By:    /s/ Alan D. Greene
       ----------------------------
Name:  Alan D. Greene
Title: Executive Vice President

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Fund                                                                          Authorized Shares
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FRESCO'sm' Dow Jones STOXX 50'sm' Fund                                                Unlimited
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FRESCO'sm' Dow Jones EURO STOXX 50'sm' Fund                                           Unlimited
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FRESCO'sm' INDEX SHARES FUNDS
ADMINISTRATION AGREEMENT

SCHEDULE B
Notice Filing with
State Securities Administrators

At the specific direction of the Trust, the Administrator will prepare required documentation and make Notice Filings in accordance with the securities laws of each jurisdiction in which Trust shares are to be offered or sold pursuant to instructions given to the Administrator by the Trust.

The Trust shall be solely responsible for the determination (i) of those jurisdictions in which Notice Filings are to be submitted and (ii) the number of Trust shares to be permitted to be sold in each such jurisdiction. In the event that the Administrator becomes aware of (a) the sale of Trust shares in a jurisdiction in which no Notice Filing has been made or (b) the sale of Trust shares in excess of the number of Trust shares permitted to be sold in such jurisdiction, the Administrator shall report such information to the Trust, and it shall be the Trust's responsibility to determine appropriate corrective action and instruct the Administrator with respect thereto.

The Blue Sky services shall consist of the following:

1. Filing of Trust's Initial Notice Filings, as directed by the Trust;

2. Filing of Trust's renewals and amendments as required;

3. Filing of amendments to the Trust's registration statement where required;

4. Filing Trust sales reports where required;

5. Payment at the expense of the Trust of all Trust Notice Filing fees;

6. Filing the Prospectuses and Statements of Additional Information and any amendments or supplements thereto where required;

7. Filing of annual reports and proxy statements where required; and

8. The performance of such additional services as the Administrator and the Trust may agree upon in writing.

Unless otherwise specified in writing by the Administrator, Blue Sky 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 Trust or its legal counsel. In connection with the services described herein, the Trust shall issue in favor of the Administrator a power of attorney to submit Notice Filings on behalf of the Trust, which power of attorney shall be substantially in the form of Exhibit I attached hereto.

EXHIBIT I

LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, as of February 15, 2002, that FRESCO'sm' INDEX SHARES FUNDS with principal offices at 51 West 52nd Street, New York, New York 10019 (the "Trust") makes, constitutes, and appoints STATE STREET BANK AND TRUST COMPANY (the "Administrator") with principal offices at 225 Franklin Street, Boston, Massachusetts its lawful attorney-in-fact for it to do as if it were itself acting, the following:

1. REGISTRATION OF TRUST SHARES. The power to register shares of the Company in each jurisdiction in which Company shares are offered or sold and in connection therewith the power to prepare, execute, and deliver and file any and all Company applications, including without limitation, applications to register shares, 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 Company shares.

2. CHECKS. The power to endorse, and deposit checks in the name of the Funds in connection with the notice filings of the Funds' shares with state securities administrators.

3. AUTHORIZED SIGNERS. Pursuant to this Limited Power of Attorney, individuals holding the titles of Officer, Blue Sky Manager, or Senior Blue Sky Administrator at the Administrator shall have authority to act on behalf of the Company with respect to item 1 above.

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 such termination of authority. Nothing herein shall be construed to constitute the appointment of the Administrator as or otherwise authorize the Administrator to act as an officer, director or employee of the Trust.

IN WITNESS WHEREOF, the Trust 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.

FRESCO'sm' INDEX SHARES FUNDS

By:    /s/ Joseph A. La Corte
       --------------------------------------------
Name:  Joseph A. La Corte
Title: Trustee

TRANSFER AGENCY AND SERVICE AGREEMENT

AGREEMENT made as of the 19th day of August, 2002, by and between Fresco'sm' Index Shares Funds, a Massachusetts business trust, having its principal office and place of business at 51 West 52nd Street, New York, New York 10019 (the "Trust"), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company, having its principal office and place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the "Bank").

WHEREAS, the Trust is registered as an open-end, management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); and

WHEREAS, the Trust is authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets; and

WHEREAS, the Trust intends to initially offer shares in two series, the Fresco'sm' Dow Jones STOXX 50'sm' Fund and the Fresco'sm' Dow Jones Euro STOXX 50'sm' Fund (each such series, together with all other series subsequently established by the Trust and made subject to this Agreement in accordance with
Section 10, being herein referred to as a "Fund", and collectively as the "Funds"); and

WHEREAS, the Trust will issue and redeem shares of each Fund only in aggregations of shares known as "Creation Units" (currently 50,000 shares in the case of each Fund) (each a "Creation Unit") principally in kind for portfolio securities of the respective Fund, as more fully described in the prospectus and statement of additional information of the Trust (together, the "Prospectus") included in its registration statement on Form N-1A (the "Registration Statement") Registration Nos. 811-21145 and 333-92106; and

WHEREAS, the shares of each Fund have been approved for listing on the New York Stock Exchange (the "Exchange"), subject to notice of issuance; and

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 shares; and

WHEREAS, the Trust, on behalf of the Funds, desires to appoint the Bank as its transfer agent, dividend disbursing agent, and agent in connection with certain other activities, and the Bank desires to accept such appointment;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

l. Terms of Appointment; Duties of the Bank

1.1 Subject to the terms and conditions set forth in this Agreement, the Trust, on behalf of the Funds, hereby employs and appoints the Bank to act as, and the Bank agrees to act as its transfer agent for the authorized and issued shares of beneficial interest, $ 0.01 par value of each Fund listed on Annex A hereto ("Shares"), and as the Trust's dividend disbursing agent.

1.2 The Bank agrees that it will perform the following services:

(a) In accordance with procedures established from time to time by agreement between the Trust on behalf of each of the Funds, as applicable, and the Bank, the Bank shall:

(i) Review upon receipt from the Trust's distributor (the "Distributor") orders from Authorized Participants (as defined in the Prospectus) for the purchase of Creation Units 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 Deposit owning or appearing to own eighty percent (80%) of the outstanding Shares of such Fund and provide advice of the same to the Distributor;

(ii) Receive from the Distributor purchase orders from Authorized Participants (as defined in the Prospectus) for Creation Units received in good form and accepted by or on behalf of the Trust by the Distributor; generate and transmit or cause to be generated and transmitted confirmation of receipt of such purchase orders to the Authorized Participants submitting the same; transmit appropriate trade instructions to the National Securities Clearance Corporation, if applicable, and pursuant to such orders issue the appropriate number of Shares of the applicable Fund and hold such Shares in the account of the Shareholder for each of the respective Funds of the Trust;

(iii) Receive from Authorized Participants redemption requests; deliver the appropriate documentation thereof to the authorized custodian of the Trust (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; transmit appropriate trade instructions to the National Securities Clearance Corporation, if applicable; and redeem the appropriate number of Creation Units held in the account of the Shareholder and, at the appropriate time, cause to be paid over in the appropriate manner monies to the redeeming party.

(iv) Prepare and transmit by means of DTC's book-entry system payments for dividends and distributions declared by the Trust on behalf of the applicable Fund;

(v) Maintain the record of the name and address of the Shareholder and the

number of Shares issued by each Fund of the Trust and held by the Shareholder;

(vi) Record the issuance of Shares of the Trust and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of Shares of the Trust, and of each Fund, which are authorized, based upon data provided to it by the Trust, and issued and outstanding. The Bank shall also provide the Trust on a regular basis with the total number of Shares of each Fund which are authorized and issued and outstanding and shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Trust.

(vii) Prepare and transmit to the Trust and the Administrator all information with respect to purchases and redemptions of Shares as may be required to be reported to the Exchange and any other applicable securities exchange;

(viii) On days that a Fund may accept orders for purchases or redemptions, calculate and transmit to the Custodian and the Trust's administrator the number of outstanding Shares for each Fund;

(ix) On days that a Fund may accept orders for purchases or redemptions, transmit to the Custodian, the Trust and DTC the amount of Shares purchased or redeemed for such Fund;

(x) Confirm to DTC the number of Shares evidenced by each global certificate in registered form (the "Global Certificate") issued to the Shareholder, as DTC may reasonably request;

(xi) Prepare and deliver other reports, information and documents to DTC as DTC may reasonably request;

(xii) Extend the voting rights to the Shareholder and/or beneficial owners of Shares in accordance with the policies and procedures of DTC for book-entry only securities;

(xiii) Create and maintain all necessary books and records of the Trust, including those that are specified in this Agreement, in accordance with applicable laws, rules and regulations, including, but not limited to records required by Section 31(a) of the 1940 Act and the rules promulgated thereunder, and those records pertaining to the various functions performed the Bank hereunder. All records shall be available upon reasonable notice and at reasonable times for inspection and authorized use by the Trust and its agents and, where applicable, all records shall be maintained by the Bank for the periods and in the places required by Rule 31a-2 under the 1940 Act.

(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, obtaining a list of DTC participants holding interests in the Global Certificate at the request of the Trust, mailing of proxies, receiving proxies, withholding taxes on all accounts, including non-resident alien accounts, mailing shareholder reports, prospectuses, including any amendments and supplements thereto and other shareholder communications to the Shareholder or DTC participants or beneficial owners of Shares at the request of the Trust and providing Shareholder account information.

(c) For so long as Shares 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 Trust;

(ii) Prospectus and amendments and supplements to the Prospectus, including stickers; and

(iii) Other communications as may be required by law or reasonably requested by the Trust.

(d) The Bank shall provide additional services on behalf of the Trust (i.e., escheatment services) which may be agreed upon in writing between the Trust and the Bank.

2. Fees and Expenses

2.1 The Bank shall receive from the Trust such compensation for the Transfer Agent'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 the fee schedule as agreed to by the parties and as amended from time to time, which represents the combined fee schedule for custody, administration and transfer agency services to be provided by the Bank and its affiliates to the Trust. The fees are accrued daily and billed monthly and shall be due and payable 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.

2.2 In addition to the fee paid under Section 2.1 above, the Trust agrees on behalf of each of the Funds to reimburse the Bank for reasonable out-of-pocket expenses, set forth in the Fee Schedule agreed to in connection with this Agreement. In addition, any other reasonable expenses incurred by the Bank at the request or with the consent of the Trust, will be reimbursed by the Trust on behalf of the applicable Fund.

2.3 The Trust agrees on behalf of each of the Funds to pay all fees and reimbursable expenses within five days following the receipt of the respective billing notice. Postage for mailing of dividends, proxies, Trust reports and other mailings to all shareholder accounts shall be advanced to the Bank by the Trust at least three (3) days prior to the mailing date of such materials.

3. Representations and Warranties of the Bank

The Bank represents and warrants to the Trust that:

3.1 It is a trust company duly organized and existing and in good standing under the laws of The Commonwealth of Massachusetts.

3.2 It is in full compliance with all applicable federal, state and local laws with respect to its duties under this Agreement.

3.3 It is empowered under applicable laws and by its Charter and By-Laws to act as transfer agent and dividend disbursing agent and 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.

4. Representations and Warranties of the Trust

The Trust represents and warrants to the Bank that:

4.1 It is a Massachusetts Business Trust duly organized and existing and in good standing under the laws of the Commonwealth of Massachusetts.

4.2 It is empowered under applicable laws and by its Declaration of Trust and By-Laws to enter into and perform this Agreement.

4.3 All corporate proceedings required by said Declaration of Trust and By-Laws have been taken to authorize it to enter into and perform this Agreement.

4.4 It is an open-end management investment company registered under the 1940 Act.

4.5 A registration statement under the Securities Act of 1933, as amended, on behalf of each of the Funds will be effective as of the first date that each Fund offers shares and will remain effective, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares of the Trust being offered for sale.

5. Data Access and Proprietary Information

5.1 The Trust acknowledges that the data bases, computer programs, screen formats, report

formats, interactive design techniques, and documentation manuals furnished to the Trust by the Bank as part of the Trust's ability to access certain Trust-related data ("Customer Data") maintained by the Bank on data bases 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. The Trust 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 and as may be required in the ordinary course of the Trust's business. Without limiting the foregoing, the Trust agrees for itself and its employees 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;

(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Bank in a timely manner of such fact upon discovery of such unauthorized access and dispose of such information in accordance with the Bank's instructions;

(d) to refrain from causing or allowing the Proprietary Information acquired hereunder from being retransmitted to any other computer facility or other location, except as may be required in the ordinary course of the Trust's business with the prior written consent of the Bank;

(e) that the Trust shall have access only to those authorized transactions
[in Proprietary Information?] 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 employees of their obligations pursuant to this Section 5. The obligations of this Section 5.1 shall survive any earlier termination of this Agreement.

5.2 If the Trust 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 endeavor 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 Trust 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 Trust include the ability to originate electronic instructions to the Bank in order to (i) effect the transfer or movement of cash or Shares 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 security procedures established by the Bank from time to time.

6. Responsibility and Liability of the Trust and the Bank

6.1 The Bank shall not be responsible for, and the Trust shall on behalf of the applicable Fund indemnify and hold the Bank harmless from and against, any and all losses, damages, action, suits, claims, costs, charges, payments, expenses, including reasonable counsel fees, and liability (collectively, "Losses") arising out of or attributable to:

(a) All actions of the Bank or its agents or subcontractors required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without negligence or willful misconduct.

(b) The Trust's negligence, willful misconduct or lack of good faith which arise out of the breach of any representation or warranty of the Trust hereunder.

(c) The reliance on or use by the Bank or its agents or subcontractors of information, records, documents or services which (i) are received by the Bank or its agents or subcontractors, and (ii) have been prepared, maintained or performed by the Trust or any other person or firm on behalf of the Trust.

(d) The reliance on, or the carrying out by the Bank or its agents or subcontractors of any instructions or requests of the Trust on behalf of the applicable Fund.

(e) The offer or sale of Shares in violation of any requirement under the federal securities laws or regulations or the securities laws or regulations of any state that such Shares be registered in such 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 Shares in such state.

6.2 The Trust, its Board of Trustees, officers and agents shall not be liable for any Losses that arise out of the negligent acts or omissions, bad faith, willful misconduct or material breach of this Agreement by the Bank, its officers, directors or employees or any of its agents or subcustodians in connection with the activities undertaken pursuant to this Agreement.

6.3 At any time the Bank may apply to any officer of the Trust 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. The Bank, its agents and subcontractors shall be entitled to rely upon any paper or document, 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 subcontractors by machine readable input, telex, CRT data entry or other similar means authorized by the Trust, and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Trust.

6.4 In order that the indemnification provisions contained in Section 6.1 shall apply, upon the assertion of a claim for which the Trust may be required to indemnify the Bank, the Bank shall promptly notify the Trust of such assertion, and shall keep the Trust advised with respect to all developments concerning such claim. The Trust shall have the option to participate with the Bank in the defense of such claim or to defend against said claim in its own name or in the name of the Bank. The Bank shall in no case confess any claim or make any compromise in any case in which the Trust may be required to indemnify the Bank except with the Trust's prior written consent, which consent shall not be unreasonably withheld.

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 accuracy of all services performed 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 employees.

8. Covenants of the Trust and the Bank

8.1 The Trust shall on behalf of each of the Funds promptly furnish to the Bank the following:

(a) A certified copy of the resolution of the Board of Trustees of the Trust authorizing the appointment of the Bank and the execution and delivery of this Agreement.

(b) A copy of the Declaration of Trust and By-Laws of the Trust and all amendments thereto.

8.2 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may 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 Trust and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered promptly to the Trust on and in accordance with its request.

8.3    The Bank and the Trust 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.

8.4.1  The bank affirms that it has procedures in place reasonably designed to
       protect the privacy of non-public personal consumer/customer financial
       information.

8.5    In case of any requests or demands for the inspection of the Shareholder
       records of the Trust, the Bank will endeavor to notify the Trust and to
       secure instructions from an authorized officer of the Trust 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 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 ninety (90) days
       written notice to the other.

9.2    Should the Trust exercise its right to terminate, all out-of-pocket
       expenses associated with the movement of records and material will be
       borne by the Trust on behalf of the applicable Fund(s). Additionally, the
       Bank reserves the right to charge for any other reasonable expenses
       associated with such termination.

10.    Additional Series

       In the event that the Trust establishes one or more series of Shares
       in addition to the Funds with respect to which it desires to have the
       Bank render services as transfer 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 Shares shall become a Fund
       hereunder.

11.    Assignment

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 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 permitted successors and assigns.

11.3   The Bank may, without further consent on the part of the Trust,
       subcontract for the performance, in whole or in part, of this Agreement
       with (i) Boston Financial Data Services, Inc., a Massachusetts
       corporation ("BFDS") which is duly registered as a transfer agent
       pursuant to Section 17A(c)(2) of the Securities Exchange Act of 1934, as
       amended ("Section 17A(c)(2)"), (ii) a BFDS subsidiary duly registered as
       a transfer agent pursuant to Section 17A(c)(2), (iii) a BFDS affiliate or
       (iv) Boston EquiServe Trust Company, N.A.; provided, however, that the
       Bank shall be as fully responsible to

the Trust for the acts and omissions of any subcontractor as it is for its own acts and omissions.

12. Amendment

This Agreement may be amended or modified by a written agreement executed by both parties and authorized or approved by a resolution of the Board of Trustees of the Trust.

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 regard to its conflict of laws provisions.

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 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 or any third party for consequential damages in connection with 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. Limitations of Liability of the Trustees and Shareholders

17.1 The Declaration of Trust, dated February 13, 2002, which is hereby referred to and a copy of which is on file with the Secretary of The Commonwealth of Massachusetts, provides that the name "Fresco'sm' Index Shares Funds" means the Trustees from time to time serving (as Trustees but not personally) under such Declaration of Trust. It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the shareholders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust, as provided in the Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of

the Trust as provided in the Declaration of Trust.

17.2 This Agreement is an agreement entered into between the Bank and the Trust with respect to each Fund. With respect to any obligation of the Trust, on behalf of any Fund arising out of this Agreement, the Bank shall look for payment or satisfaction of such obligation solely to the assets of the Fund to which such obligation relates as though the Bank had separately contracted with the Trust by separate written instrument with respect to each Fund.

18. 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 Trust, on behalf of a Fund:

Fresco'sm' Index Shares Funds
51 West 52nd Street
New York, NY 10019

Fax number (212) 882-5370
Attention: Amy R. Doberman, Esq.

if to the Bank:

State Street Bank and Trust Company

One Federal Street
Mail Stop, 9th Floor
Boston, Massachusetts 02110
Attn: Mary Zeven

19. Severability

In the event any provision of this Agreement shall be held unenforceable or invalid for any reason, the remainder of the Agreement shall remain in full force and effect.

20. Counterparts

This Agreement may be executed by the parties hereto in any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

21. Reproduction of Documents

This Agreement and all schedules, exhibits, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto all/each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or

administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

* * * * * *

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 above written.

FRESCO'sm' INDEX SHARES FUNDS

BY: /s/ David M. Goldenberg
    ------------------------------------
    Name:  David M. Goldenberg
    Title: Secretary

STATE STREET BANK AND TRUST COMPANY

BY: /s/ Alan D. Greene
   -------------------------------------
   Name:  Alan D. Greene
   Title: Executive Vice President

ANNEX A

Fresco'sm' Dow Jones STOXX 50'sm' Fund

Fresco'sm' Dow Jones Euro STOXX 50'sm' Fund

FRESCO'sm' INDEX SHARES FUNDS
PARTICIPANT AGREEMENT

This Participant Agreement (the "Agreement") is entered into by and among UBS Global Asset Management (US) Inc. (the "Principal Underwriter"), State Street Bank and Trust Company ("State Street" or the "Transfer Agent") and ________________________ (the "Participant"). The Transfer Agent serves as the transfer agent of the Trust. The Principal Underwriter, the Transfer Agent and the Participant acknowledge and agree that the Trust shall be a third party beneficiary of this Agreement, and shall receive the benefits contemplated by this Agreement, to the extent specified herein. The Principal Underwriter has been retained to provide services as principal underwriter of the Trust acting on an agency basis in connection with the sale and distribution of shares of beneficial interest, par value $0.01 per share ("Shares"), of the series of the Trust (each, a "Fund") named on Schedule I, attached hereto. As specified in the Trust's Prospectus and Statement of Additional Information incorporated therein (the "Prospectus") included as part of its registration statement, as amended, on Form N-1A (No. 811-21145), the Shares of any Fund offered thereby may be purchased or redeemed only in aggregations of a specified number of Shares referred to therein and herein as a "Creation Unit". The number of Shares presently constituting a Creation Unit of each Fund is set forth in Schedule I. Creation Units of Shares may be purchased only by or through a participant that has entered into a Participant Agreement with the Principal Underwriter and the Transfer Agent.

The Prospectus provides that Creation Units generally will be sold in exchange for an in-kind deposit of a designated portfolio of equity securities (the "Deposit Securities") and an amount of cash computed as described in the Prospectus (the "Cash Component"), plus a Creation Transaction Fee as described in the Prospectus, delivered to the Trust by the Participant for its own account or acting on behalf of another party. Together, the Deposit Securities and the Cash Component constitute the "Portfolio Deposit", which represents the minimum initial and subsequent investment amount for Shares of any Fund. References to the Prospectus are to the then current Prospectus as it may be supplemented or amended from time to time. Capitalized terms not otherwise defined herein are used herein as defined in the Prospectus and the Declaration of Trust of the Trust (the "Trust Agreement").

This Agreement is intended to set forth certain premises and the procedures by which the Participant may purchase and/or redeem Creation Units through the facilities of The Depository Trust Company ("DTC"). The procedures for processing an order to purchase Shares (each a "Purchase Order") and an order to redeem Shares (each a "Redemption Order") are described in the Prospectus and in Attachment A to this Agreement. All Purchase and Redemption Orders must be made pursuant to the procedures set forth in Attachment A. All Purchase Orders and Redemption Orders are irrevocable.

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 it is a DTC Participant (as defined in the Prospectus, a "DTC Participant"). Any change in the foregoing status of Participant shall terminate this Agreement and Participant shall give notice to the Principal Underwriter and the Trust of such change.

The Participant hereby represents and warrants that, unless the following paragraph is applicable to it, it is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, is qualified to act as a broker or dealer in the states or other jurisdictions where it transacts business, and is a member in good standing of the National Association of Securities Dealers, Inc. ("NASD"), and the Participant agrees that it will maintain such registrations, qualifications, and membership in good standing and in full force and effect throughout the term of this Agreement. The Participant agrees to comply with all applicable Federal laws, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder and with the Constitution, By-Laws and Conduct Rules of NASD, and that it will not offer or sell Shares of any Fund in any state or jurisdiction where they may not lawfully be offered and/or sold.

If the Participant is offering and selling Shares of any Fund in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified, or a member of NASD as set forth above, the Participant nevertheless agrees to observe the applicable laws of the jurisdiction in which such offer and/or sale is made, to comply with the full disclosure requirements of the Securities Act of 1933, as amended (the "1933 Act") and the regulations promulgated thereunder and to conduct its business in accordance with the spirit of the NASD Conduct Rules.

The Participant understands and acknowledges that the proposed method by which Creation Units of Shares will be purchased and traded may raise certain issues under applicable securities laws. For example, because new Creation Units of Shares may be issued and sold by the Trust on an ongoing basis, at any point a "distribution", as such term is used in the 1933 Act, may occur. The Participant understands and acknowledges that some activities on its part, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. The Participant also understands and acknowledges that dealers who are not "underwriters" but are effecting transactions in Shares, whether or not participating in the distribution of Shares, are generally required to deliver a Prospectus.

2. Execution of Purchase and Redemption Orders. All orders for the purchase or redemption of Creation Units shall be handled by each party hereto in accordance with the terms of the Prospectus and the procedures described in Attachment A to this Agreement. 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 Trust reserves the right to issue additional or other procedures relating to the manner of purchasing or redeeming Creation Units and the Participant, the Principal Underwriter and the Transfer Agent each agrees to comply with such procedures as may be issued from time to time, including but not limited to the Fresco'sm' Cash Collateral Settlement Procedures that are referenced in Attachment A to this Agreement. The Participant acknowledges and agrees on behalf of itself and any party for which it is acting (regardless of its capacity) that delivery of a

Purchase Order or Redemption Order shall be irrevocable, provided that the Principal Underwriter and the Transfer Agent, on behalf of the Trust, each reserve the right to reject any Purchase Order until the trade is released as "good" as described in Attachment A and any Redemption Order that is not in "proper form" as defined in the Prospectus.

With respect to any Redemption Order, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting (regardless of its capacity) to return to the Trust any dividend, distribution or other corporate action paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Fund. With respect to any Redemption Order, the Participant also acknowledges and agrees on behalf of itself and any party for which it is acting (regardless of its capacity) that the Trust is entitled to reduce the amount of money or other proceeds due to the Participant or any party for which it is acting by an amount equal to any dividend, distribution or other corporate action to be paid to it or to the party for which it is acting in respect of any Deposit Security that is transferred to the Participant or any party for which it is acting that, based on the valuation of such Deposit Security at the time of transfer, should be paid to the Fund. With respect to any Purchase Order, the Trust acknowledges and agrees to return to the Participant or any party for which it is acting any dividend, distribution or other corporate action paid to the Trust in respect of any Deposit Security that is transferred to the Trust that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Participant or any party for which it is acting.

3. Deposit Securities. The Participant understands that the number and names of the designated portfolio of Deposit Securities and relevant cash amounts to be included in the current Portfolio Deposit for each Fund will be made available each day that the New York Stock Exchange (the "NYSE") is open for trading through the facilities of the National Securities Clearing Corporation ("NSCC") and will be made available on the Fresco'sm' Index Shares professional data website at http://pds.frescoshares.com (the "Fresco Professional Data Website"). Procedures for accessing such data are set forth in Appendix 3 of Attachment A hereto.

4. Role of Participant.

(a) The Participant acknowledges and agrees that for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Trust or the Principal Underwriter in any matter or in any respect. The Participant agrees to make itself and its employees available, upon request, during normal business hours to consult with the Trust or the Principal Underwriter or their designees concerning the performance of the Participant's responsibilities under this Agreement.

(b) In 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 participant, or any other beneficial owner of Shares (each a "Beneficial Owner"), that it shall extend to any such party all of the rights, and shall be

bound by all of the obligations, of a DTC Participant in addition to any obligations that it undertakes hereunder or in accordance with the Prospectus.

(c) The Participant agrees to maintain records of all sales of Shares made by or through it and to furnish copies of such records to the Trust or the Principal Underwriter upon the request of the Trust or the Principal Underwriter.

(d) Each of the Trust, the Principal Underwriter and the Participant may have obligations under the laws and regulations of the United States to verify the source of funds and identity of investors in accordance with the USA Patriot Act, and any rules or regulations adopted thereunder (collectively, the "Patriot Act"). The Participant shall assist the Trust and the Principal Underwriter in monitoring transactions in accordance with the Patriot Act. If required by applicable law or regulation, the Participant shall provide the Trust and the Principal Underwriter with documentation evidencing the identity of a Beneficial Owner(s) of Shares of the Funds upon the specific request of the Trust or the Principal Underwriter when either party is required by a law, court order, or by administrative or regulatory entity to disclose the identity of the Beneficial Owner(s).

(e) The Participant affirms that it has procedures in place reasonably designed to protect the privacy of non-public personal consumer/customer financial information.

5. Fees. In connection with the purchase or redemption of Creation Units, the Trust shall charge, and the Participant agrees to pay on behalf of the investor to the Transfer Agent, the Transaction Fee prescribed in the Prospectus applicable to purchase or redemption and such additional fee applicable to purchases or redemptions under circumstances set forth in the Prospectus. The Transaction Fee may be waived or otherwise adjusted from time to time subject to the provisions relating thereto as prescribed in the Prospectus and the Trust Agreement.

6. Authorized Persons. Concurrently with the execution of this Agreement and from time to time thereafter, the Participant shall deliver to the Principal Underwriter and the Transfer Agent, duly certified as appropriate by its secretary or other duly authorized official, a certificate, in the form set forth in Attachment B, 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 Principal Underwriter and the Transfer Agent as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until delivery to the Principal Underwriter and the Trust of a superseding certificate bearing a subsequent date. The Transfer Agent 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. If after issuance, a Participant's PIN Number is changed, the new PIN Number will become effective on a date mutually agreed upon by the Participant and the Principal Underwriter. 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 Principal Underwriter and the Trust and such notice shall be effective upon receipt by the Principal Underwriter and the Trust.

7. Participant Representations. The Participant represents, warrants and agrees that it will not make any representations concerning the Funds, the Creation Units or the Shares other than those contained in the Trust's then current Prospectus or in any promotional materials or sales literature furnished to the Participant by the Principal Underwriter. The Participant agrees not to furnish or cause to be furnished to any person or display or publish any information or materials relating to the Funds (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials), except such information and materials as may be furnished to the Participant by the Principal Underwriter and such other information and materials as may be approved in writing by the Principal Underwriter. The Participant understands that the Trust will not be advertised or marketed as an open-end investment company, i.e., as a mutual fund, which offers redeemable securities, and that any advertising materials will prominently disclose that individual Shares are not redeemable units of beneficial interest in a Fund. In addition, the Participant understands that any advertising material that addresses redemptions of Shares, including the Prospectus, will disclose that the owners of Shares may acquire Shares and tender Shares for redemption to the Fund in Creation Unit aggregations only. Notwithstanding the foregoing, the Participant may without the written approval of the Principal Underwriter prepare and circulate in the regular course of its business research reports that include information, opinions or recommendations relating to the Funds (i) for public dissemination, provided that such research reports compare the relative merits and benefits of the Funds with other products and are not used for purposes of marketing the Funds and (ii) for internal use by the Participant.

8. Sub-custodian Account. The Participant understands and agrees that in the case of each Fund, the Trust has caused the Trust's custodian, State Street Bank and Trust Company (the "Custodian") to maintain with the applicable sub-custodian for such Fund an account in each relevant foreign jurisdiction, set forth on Attachment C hereto, to which the Participant shall deliver or cause to be delivered in connection with the purchase of a Creation Unit the Deposit Securities and any other cash amounts (or the cash value of all or a part of such securities, in the case of a permitted or required cash purchase or "cash in lieu" amount) on behalf of itself or any party for which it is acting (regardless of its capacity), with any appropriate adjustments as advised by the Trust, in accordance with the terms and conditions applicable to such account in such jurisdiction.

9. Title to Securities; Restricted Shares. The Participant represents on behalf of itself and any party for which it acts that upon delivery of a portfolio of Deposit Securities to the Custodian and/or the relevant sub-custodian in accordance with the terms of the Prospectus, the Trust 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 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 exempt from such registration), or of the applicable 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.

10. Cash Component and Fees. The Participant hereby agrees that as between the Trust and itself or any party for which it acts in connection with a Purchase Order, it will make available in same day funds for each purchase of Shares an amount of cash, estimated by the Custodian, sufficient to pay the Cash Component and any other amounts of cash due to the Trust in connection with the purchase of any Creation Unit of Shares (including the Creation Transaction Fee for in-kind and cash purchases and the additional variable charge for cash purchases (when, in the sole discretion of the Fund, cash purchases are available or specified)) (the "Cash Amount") which shall be made via Fed Funds Wire to an account maintained by the Custodian at State Street Bank and Trust Company, Boston, Massachusetts and shall be provided in same day or immediately available funds on or before the Contractual Settlement Date (as defined in Attachment A), and in the event payment of such Cash Amount has not been made by such Contractual Settlement Date, the Participant agrees on behalf of itself or any party for which it acts in connection with a Purchase Order to pay the full cash amount, plus interest, computed at such reasonable rate as may be specified by the Trust from time to time. The Participant may require its customer to enter into an agreement with the Participant with respect to such matters. The Participant shall be liable to the Custodian and/or the Trust for any amounts advanced by the Custodian in its sole discretion to the Participant for payment of the amounts due and owing for the Cash Component, the Creation Transaction Fee, cash collateral discrepancies and/or the additional variable charge for cash purchases (when, in the sole discretion of the Trust, cash purchases are available or specified). Any excess funds deposited with the Custodian will be returned following settlement or the issuance of the Creation Unit.

11. Redemption.

(a) The Participant understands and agrees that Redemption Orders may be submitted only on days that the NYSE is open for trading.

(b) The Participant represents and warrants that it will not obtain a Designated Order Number (as described in Attachment A) for the purpose of redeeming a Creation Unit or otherwise attempt to place a Redemption Order for the purpose of redeeming any Creation Unit of Shares of any Fund unless it first ascertains that it 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 Shares of the relevant Fund to be redeemed and to the entire proceeds of the redemption and that such Shares have not been loaned or pledged to another party and are not the subject of a repurchase agreement, securities lending agreement or any other arrangement that would preclude the delivery of such Shares to the Transfer Agent in accordance with the Prospectus or as otherwise required by the Trust. The Participant understands that Shares of any Fund may be redeemed only

when one or more Creation Units of Shares of a Beneficial Owner are held in the account of a single Participant.

12. Beneficial Ownership. The Participant represents and warrants to the Principal Underwriter and the Trust that it does not and will not, at the time of purchase, hold for the account of any single Beneficial Owner of Shares of any Fund, 80 percent (80%) or more of outstanding Shares of such Fund such as to cause the Trust to have a basis in the Index Securities deposited with the Trust different from the market value of such Index Securities on the date of such deposit, pursuant to Section 351 of the Internal Revenue Code. The Trust shall have the right to require information from the Participant regarding Share ownership, and to rely thereon to the extent necessary to make a determination regarding ownership of 80 percent (80%) or more of outstanding Shares by a Beneficial Owner as a condition to the acceptance of a Portfolio Deposit.

13. Indemnification. This paragraph shall survive the termination of this Agreement.

(a) The Participant hereby agrees to indemnify and hold harmless the Principal Underwriter, the Trust, the Transfer Agent, their respective affiliates, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each an "Indemnified Party") from and against any loss, liability, cost and expense (including attorneys' fees) incurred by such Indemnified Party as a result of (i) any breach by the Participant of any provision of this Agreement that relates to the Participant; (ii) any failure on the part of the Participant to perform any of its obligations set forth in the Agreement; (iii) any failure by the Participant to comply with applicable laws, including rules and regulations of self-regulatory organizations; or
(iv) actions of such Indemnified Party in reliance upon any instructions issued in accordance with Attachment A (as may be amended from time to time) reasonably believed by the Principal Underwriter and the Transfer Agent, as applicable, to be genuine and to have been given by the Participant. The Participant and the Principal Underwriter understand and agree that the Trust as a third party beneficiary to this Agreement is entitled and intends to proceed directly against the Participant in the event that the Participant fails to honor any of its obligations pursuant to this Agreement that benefit the Trust.

(b) The Principal Underwriter hereby agrees to indemnify and hold harmless the Participant, its respective subsidiaries, affiliates, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each an "Indemnified Party") from and against any loss, liability, cost and expense (including attorneys' fees) incurred by such Indemnified Party as a result of (i) any breach by the Principal Underwriter of any provision of this Agreement that relates to the Principal Underwriter; (ii) any failure on the part of the Principal Underwriter to perform any of its obligations set forth in this Agreement; (iii) any failure by the Principal Underwriter to comply with applicable laws, including rules and regulations of self-regulatory organizations; or (iv) actions of such Indemnified Party in reliance upon any representations made in accordance with Attachment A (as may be amended from time to

time) reasonably believed by the Participant to be genuine and to have been given by the Principal Underwriter.

(c) No party to this Agreement shall be liable to the other party or to any other person for any damages arising out of mistakes or errors in data provided to such Indemnified Party by a third party, or out of interruptions or delays of electronic means of communications with the Indemnified Parties [who are service providers to the Trust].

14. Acknowledgment. The Participant acknowledges receipt of the Prospectus and represents it has reviewed such document and understands the terms thereof.

15. 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). All notices to the Participant, the Principal Underwriter and the Transfer Agent shall be directed to the address or telephone, facsimile or telex numbers indicated below the signature line of such party.

16. Termination and Amendment. This Agreement shall become effective in this form as of the date accepted by the Principal Underwriter and the Transfer Agent and may be terminated at any time by any party upon thirty days prior notice to the other parties (i) unless earlier terminated in the event of a breach of this Agreement or the procedures described herein by the Participant or (ii) in the event that the Trust is terminated pursuant to the Trust Agreement. This Agreement supersedes any prior such agreement between the parties. This Agreement may be amended from time to time by the following procedure. The party initiating the amendment will mail a copy of the amendment to the other parties to this Agreement. For the purposes of this Agreement, mail will be deemed received by the recipient thereof on the third (3rd) day following the deposit of such mail into the U.S. postal system. If neither of the other parties to the Agreement objects in writing to the amendment within ten (10) days after its receipt, the amendment will become part of this Agreement in accordance with its terms.

17. Counterparts. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all shall constitute but one and the same instrument.

18. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of The State of New York, without regard to the conflicts of laws provisions thereof.

* * * * * *

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the _____ day of ___________ , 200__.

UBS GLOBAL ASSET MANAGEMENT (US) INC.,
AS PRINCIPAL UNDERWRITER

[NAME OF PARTICIPANT]

STATE STREET AND TRUST COMPANY,
AS TRANSFER AGENT

Fund                                                Shares in Creation Unit
----                                                -----------------------
Fresco'sm' Dow Jones STOXX 50'sm' Fund                               50,000
Fresco'sm' Dow Jones EURO STOXX 50'sm' Fund                          50,000

ATTACHMENT A

This document supplements the Prospectus and the Declaration of Trust with respect to the procedures to be used by (i) the Principal Underwriter in processing an order for the purchase of Creation Units of the Funds and (ii) the Transfer Agent in processing an order for redemption of Creation Units. To accommodate Participants with restricted securities in the standard basket, the Transfer Agent has developed custom creation and redemption baskets. For a Participant to transact in a custom basket, the Participant must acknowledge the additional procedures described in Appendix 1 relating to custom baskets.

A Participant is required to have signed the Participant Agreement. Upon acceptance of the Participant Agreement by the Principal Underwriter and the Transfer Agent, the Transfer Agent will assign a personal identification number 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 a Fund.

TO PLACE AN ORDER FOR PURCHASE OR REDEMPTION OF CREATION UNITS

1. Call to Receive a Designated Order Number. An Authorized Person for the Participant will call the Fresco'sm' Index Shares telephone representative at 888-500-6008 not later than the closing time of the regular trading session on the NYSE (the "NYSE Closing Time") (ordinarily 4:00 p.m. New York time) to receive a "Designated 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 Fresco'sm' Index Shares telephone representative will issue a Designated Order Number. All orders with respect to the purchase or redemption of Fund Shares are required to be submitted in writing, on Appendix 2 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 DESIGNATED ORDER NUMBER IS ISSUED INITIATES THE ORDER PROCESS BUT DOES NOT ALONE CONSTITUTE THE ORDER. AN ORDER IS ONLY COMPLETED AND PROCESSED UPON RECEIPT OF WRITTEN INSTRUCTIONS CONTAINING THE DESIGNATED ORDER NUMBER AND PIN NUMBER AND TRANSMITTED BY FACSIMILE OR TELEX (the "Order").

2. Place the Order. A Designated Order Number is only valid for a limited time. The Order for purchase or redemption of Creation Units must be sent by facsimile or telex to the Fresco'sm' Index Shares telephone representative within 20 minutes (or reasonable time) of the issuance of the Designated Order Number. In the event that the Order is not received within such time period, the Fresco'sm' Index Shares telephone representative will attempt to contact the Participant to request immediate transmission of the Order. Unless the

Order is received by the Fresco'sm' Index Shares telephone representative upon the earlier of (i) within 15 minutes of contact with the Participant or (ii) 45 minutes after the NYSE Closing Time, the order will be deemed invalid.

3. Placing an Order.

(a) Confirms. The Transfer Agent shall issue a confirmation of acceptance of the Purchase or Redemption Order within 15 minutes of its receipt of a Purchase or Redemption Order received in "proper form" (as defined in the Prospectus). In the event that the Participant does not receive a timely confirmation from the Transfer Agent, the Participant should contact the telephone representative at the telephone number indicated herein.

(b) Purchase Orders. The Participant understands and acknowledges that the Trust or the Principal Underwriter each has the right to reject or suspend a Purchase Order if (i) the portfolio of Deposit Securities delivered is not as specified by the Principal Underwriter; (ii) acceptance of the Deposit Securities would have certain adverse tax consequences to the Trust or a Fund; (iii) the acceptance of the Portfolio Deposit would, in the opinion of counsel to the Trust, be unlawful; (iv) the acceptance of the Portfolio Deposit would otherwise, in the discretion of Trust or Advisor, have an adverse effect on the Trust or the rights of Beneficial Owners of a Fund; or (v) circumstances outside the control of Trust, Principal Underwriter or Advisor make it for all practical purposes impossible to process a Purchase Order. The Transfer Agent shall notify Participant of the rejection of any Purchase Order. None of the Trust, the Principal Underwriter or the Transfer Agent are under any duty, however, to give notification of any defects or irregularities in the delivery of Portfolio Deposits nor shall any of them incur any liability for the failure to give any such notification.

(c) Redemption Orders. The Participant and the Transfer Agent each acknowledge that a Redemption Order cannot be placed until the Participant has first given notice to the Transfer Agent of its intention to place a Redemption Order. The Participant understands and acknowledges that the Redemption Order may be rejected by the Trust or the Transfer Agent, with all costs incurred by the Trust, Principal Underwriter or Transfer Agent related to the failed trade to be paid by the Participant, unless the Participant has transferred to the Trust the Creation Unit to be redeemed or the requisite amount of cash collateral in connection with such Redemption Order and the Transfer Agent has verified receipt of such Creation Unit or collateral by 2:00 p.m. New York time on the Business Day following the day on which the Participant submitted the Redemption Order.

4. Ambiguous Instructions. In the event that an Order contains terms that differ from the information provided in the telephone call at the time of issuance of the Designated Order Number, the Fresco'sm' Index Shares 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 Order then the order will be accepted and processed. If an Authorized Person contradicts its terms, the Order will be deemed invalid and a corrected Order must be received by the Fresco'sm' Index Shares telephone

representative not later than the earlier of (i) within 15 minutes of such contact with the Participant or (ii) 45 minutes after the NYSE Closing Time. If the Fresco'sm' Index Shares telephone representative is not able to contact an Authorized Person, then the Order shall be accepted and processed in accordance with its terms notwithstanding any inconsistency from the terms of the telephone information. In the event that an Order contains terms that are illegible, as determined in the sole discretion of the Principal Underwriter and/or the Transfer Agent, the Order will be deemed invalid and the Fresco'sm' Index Shares telephone representative will attempt to contact the Participant to request retransmission of the Order. A corrected Order must be received by the Fresco'sm' Index Shares telephone representative not later than the earlier of (i) within 15 minutes of such contact with the Participant or (ii) 45 minutes after the NYSE Closing Time.

5. Processing an Order. The Principal Underwriter 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 (80%) or more of all outstanding Shares of any Fund. In such event, the Fresco'sm' Index Shares 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 (80%) or more of all outstanding Shares of any Fund upon execution of the Purchase Order. In the event that (i) the telephone representative is unable to contact an Authorized Person or (ii) the Participant fails to transmit an identical Purchase Order containing a representation and warranty as to such fact, then the Purchase Order shall be deemed invalid.

6. T+1 Confirmation. On the morning of T + 1, the Participant will receive, in electronic form, a confirmation of the Deposit Securities, or in the case of a redemption, the Fund Securities and the final Cash Component.

7. Contractual Settlement.

(a) Purchase Orders. Deposit Securities must be delivered to an account maintained at the applicable local sub-custodian of the Trust on or before 2:00 p.m., New York time, on the Contractual Settlement Date (defined below). Participant must also make available on or before the Contractual Settlement Date, by means satisfactory to the Trust, immediately available or same day funds estimated by the Trust to be sufficient to pay the Cash Component next determined after acceptance of the Purchase Order, together with the applicable Creation Transaction Fee (as described in the Prospectus). Any excess funds will be returned following settlement of the issue of the Creation Unit of Shares. The "Contractual Settlement Date" is the earlier of (i) the date upon which all of the required Deposit Securities, the Cash Component and any other cash amounts which may be due are delivered to the Trust and (ii) the latest day for settlement on the customary settlement cycle in the jurisdiction where any of the securities of the relevant Fund are customarily traded.

A Creation Unit of Shares will not be issued until the transfer of good title to the Trust of the portfolio of Deposit Securities and the payment of the Cash Component and the Creation Transaction Fee have been completed. When the sub-custodian confirms to the

Custodian that the required securities included in the Portfolio Deposit (or, when permitted in the sole discretion of the Trust, the cash value thereof) have been delivered to the account of the relevant sub-custodian, the Custodian shall notify the Principal Underwriter, and the Trust will issue and cause the delivery of the Creation Unit of Shares via DTC.

(b) Purchase of Creation Units Prior to Receipt of Deposit Securities. Creation Units of Funds may be purchased in advance of receipt by the Trust of all or a portion of the applicable Deposit Securities as described below. In these circumstances, the initial deposit will have a value greater than the net asset value of the Shares on the date the order is placed in proper form since in addition to available Deposit Securities, cash must be deposited in an amount equal to the sum of (i) the Cash Component, plus (ii) 125% of the market value of the undelivered Deposit Securities (the "Additional Cash Deposit"). An additional amount of cash shall be required to be deposited with the Trust, pending delivery of the missing Deposit Securities to the extent necessary to maintain the Additional Cash Deposit with the Trust in an amount at least equal to 125% of the daily marked to market value of the missing Deposit Securities. The Trust may buy the missing Deposit Securities at any time, and Participants will be liable to the Trust for the costs incurred by the Trust in connection with any such purchases. These costs will be deemed to include the amount by which the actual purchase price of the Deposit Securities exceeds the market value of such Deposit Securities on the day the Purchase Order was deemed received by the Principal Underwriter plus the brokerage and related transaction costs associated with such purchases. The Trust will return any unused portion of the Additional Cash Deposit once all of the missing Deposit Securities have been properly received by the custodian or purchased by the Trust and deposited into the Trust. In addition, a Creation Transaction Fee of $3,000 (as defined in the Prospectus) will be charged in all cases plus an additional fee of up to four times the Creation Transaction Fee may be charged in certain cases as described in the Statement of Additional Information. The delivery of Creation Units of Funds so created will occur no later than the third Business Day following the day on which the Purchase Order is deemed received by the Principal Underwriter.

(c) Redemption Orders. Deliveries of in-kind redemption proceeds generally will be made within three Business Days. Due to holidays in certain countries, delivery to redeeming Participants may take longer than three Business Days after the day on which the Transfer Agent receives the Participant's Redemption Order in proper form. A redeeming Participant must maintain appropriate securities broker-dealer, bank or other custody arrangements to which account such in-kind redemption proceeds will be delivered. Redemptions of Creation Units of Shares for Deposit Securities will be subject to compliance with applicable U.S. federal and state securities laws.

APPENDIX 1--Procedures Specific to Custom Baskets

To accommodate Participants with restricted securities in the standard basket of Deposit Securities, custom creation and redemption baskets (the "Custom Baskets") are available. Custom Baskets are intended to allow Participants with restricted issues in a Fund, to transact in such Fund using the Custom Basket process. The Custom Basket process substitutes cash-in-lieu for the restricted securities. To ensure proper tracking of the Funds to each of the Funds, the following guidelines must be followed when transacting Custom Baskets:

1. On or before 11:00 a.m. New York time on T-1, the Participant must request a Custom Basket from the Transfer Agent by calling 1-888-500-6008. The Transfer Agent will fax a standard form on which the Participant must identify the restricted securities to be omitted from the creation or redemption basket. At this time, the Participant is limited to substituting cash-in-lieu only for restricted issues. Participants may request that the Custom Basket be available for purchases and redemptions for a one-time transaction, a specific period of time or indefinitely. The Transfer Agent (in conjunction with the Advisor or its delegate) will review the Custom Basket request and, if approved, will notify the Participant of such approval by 4:00 p.m., New York time. In the event subsequent additions and/or deletions to restricted issues are required to change the custom basket already approved, the Participant is responsible for completing a new standard form with the Transfer Agent.

2. On trade date, prior to the opening of the NYSE, the Transfer Agent will notify the Trust as to the components of the approved Custom Baskets available that day along with the components of the Standard Basket. Each Custom Basket will be identified by a separate custom basket identifier and will be made available to the Participant via the Fresco Professional Data Website (http://pds.frescoshares.com).

3. On trade date, the Participant will follow the directions regarding placing orders outlined in Attachment A. A Participant wishing to create or redeem a Custom Basket must identify the custom basket identifier on the order form in the space provided. Orders received without a custom basket identifier will be processed as orders for Standard Baskets. Participants placing orders for Custom Baskets must note that the cut-off-time to create and redeem a Custom Basket will be 11:00 a.m. New York time. Orders for Custom Baskets will not be processed if received by the Transfer Agent after 11:00 a.m. New York time. The Participant must transact on the Standard Basket for orders received after 11:00 a.m. New York time.

IN WITNESS WHEREOF, the Participant acknowledges that he or she has read the procedures relating to Custom Baskets and agrees to comply with all such procedures. Failure to comply with the Custom Basket procedures will require the transaction to be effected in Standard Basket.

Date: ______________________                Time: _______________EST

Broker's Name: __________________________   Firm's Name: _______________________

Authorized Participant Number: __________   PIN Number: ________________________

Telephone Number: _______________________   Fax Number: ________________________

------------------------------------------------------------------------------------------------------------------------------
                   Sub-Fund                    Creation  Redemption  No. of   No. of Units    Designated Order  Custom Basket
                                                                      Units  Written In Words      Number        Identifier
------------------------------------------------------------------------------------------------------------------------------
Fresco'sm' Dow Jones EURO STOXX 50'sm' Fund*     [  ]       [  ]
------------------------------------------------------------------------------------------------------------------------------
Fresco'sm' Dow Jones STOXX 50'sm' Fund*          [  ]       [  ]
------------------------------------------------------------------------------------------------------------------------------

* One Unit = 50,000 Fresco shares An order received and approved without a Custom Basket Identifier will be executed as a Standard Basket Instruction.

                           -----------------------------------------------------
                                      Date                          Time
--------------------------------------------------------------------------------
PHONE CALL RECEIVED
--------------------------------------------------------------------------------
Fax received
--------------------------------------------------------------------------------
Trade Date
--------------------------------------------------------------------------------
Settlement Date
--------------------------------------------------------------------------------

Status of the Order:

[ ] Accepted by the Principal Underwriter (in the case of creations) or the Transfer Agent (in the case of redemptions)

Fresco is a Service Mark of UBS AG. Dow Jones STOXX 50 and Dow Jones Euro STOXX 50 are Service Marks of STOXX LTD.

Appendix 3 - Data Format and Communications

Professional Data Files

Participants can access the professional data files (described below) (collectively, the "Data Files") via the Fresco Professional Data Website (http://pds.frescoshares.com/professional-html). The Data Files are generated in a standard layout. Participants, however, will have the option to request a specific layout of the Data Files (provided that the data elements are a part of the standard file). Any such special requests must be defined jointly by the Participant and the Principal Underwriter.

Data Files

[ ] Basket Composition File - used for trading purposes
[ ] Order Forms - Used for Creation/Redemption
[ ] Calendars - Trade Date and Settlement Date calendars
[ ] T+1 Confirmation - By email only

These Data Files will be stored in three formats:

[ ] CSV formatted files
[ ] HTML formatted files
[ ] Raw ASCII data in a record oriented file (original data)

Data File Retrieval

The Data Files can be retrieved from the Professional Data Server in 3 ways:

[ ] By using an FTP client to a predefined server (using a login to select the main directory). The download of all Data Files can be automated by using real scripts or input redirection. Access for FTP download must be defined in the AP Configuration File set forth below.

[ ] By using an internet browser and following the links in the Index page of the Fresco Professional Data Website. Each Data File must be selected separately by clicking on its link and then downloaded. The Data Files also will be archived and made available as a ZIP file.

[ ] By Email. The T+1 Confirmation File, a file unique to each Participant, will not be put on the data server. These files will be sent to each Participant via email. A password protected FTP or HTML folder option will be made available at a later date.

---------------------------------------------------------------------------------------------------------
AP Configuration File
---------------------------------------------------------------------------------------------------------
AP Identification
---------------------------------------------------------------------------------------------------------
Broker Number =                                  DTC Participation Number
---------------------------------------------------------------------------------------------------------
Short Name =                                     Broker's short name, used for all AP specific files
---------------------------------------------------------------------------------------------------------
Full Name =                                      Brokers full name, used in the T+1 data
---------------------------------------------------------------------------------------------------------
T+1 Confirmation File
---------------------------------------------------------------------------------------------------------
Email =                                          Address where the T+1 files will be emailed to, Separate
                                                 addresses by ;
---------------------------------------------------------------------------------------------------------
Password =                                       Password for the ZIP archive, if not defined, the
                                                 archive will not be password protected
---------------------------------------------------------------------------------------------------------
Fresco Data                                      FRESCO specific contact information, can be used in AP
                                                 specific HTML pages of professional data
---------------------------------------------------------------------------------------------------------
Contact =                                        Name of the contact person
---------------------------------------------------------------------------------------------------------
Street =                                         FRESCO specific address/street of AP
---------------------------------------------------------------------------------------------------------
City =                                           FRESCO specific address/city of AP
---------------------------------------------------------------------------------------------------------
State =                                          FRESCO specific address/Country Code (US State) of AP
---------------------------------------------------------------------------------------------------------
Zip Code =                                       FRESCO specific address/Postal Code (US zip code) of AP
---------------------------------------------------------------------------------------------------------
WWW =                                            FRESCO specific Web/HTML homepage of AP
---------------------------------------------------------------------------------------------------------
Mail =                                           FRESCO specific email address of AP
---------------------------------------------------------------------------------------------------------
Phone =                                          FRESCO specific phone number of AP
---------------------------------------------------------------------------------------------------------
Fax =                                            FRESCO specific fax number of AP
---------------------------------------------------------------------------------------------------------
Mirror Data                                      Information for mirroring professional data in the AP's
                                                 intranet
---------------------------------------------------------------------------------------------------------
Upload Host =                                    Hostname, where the data must be uploaded to (FTP
                                                 protocol)
---------------------------------------------------------------------------------------------------------
Upload Username =                                FTP Login username for uploading data
---------------------------------------------------------------------------------------------------------
Upload Password =                                FTP Login password for uploading data
---------------------------------------------------------------------------------------------------------
Upload HTML Root Path =                          Root path to upload HTML pages
---------------------------------------------------------------------------------------------------------
Upload FTP Root Path =                           Root path to upload data downloadable by FTP
---------------------------------------------------------------------------------------------------------
Upload HTTP Root Path =                          Root path to upload data downloadable by HTTP. If
                                                 omitted, a link between the HTTP and the FTP
                                                 downloadable directories must exist to enable HTTP
                                                 download
---------------------------------------------------------------------------------------------------------
HTTP Download Host =                             Hostname from where the HTTP/HTML data can be retrieved
---------------------------------------------------------------------------------------------------------
HTTP Pages Rootpath =                            Rootpath for HTML pages of professional data
---------------------------------------------------------------------------------------------------------
HTTP Download Rootpath =                         Rootpath for HTTP downloadable professional data
---------------------------------------------------------------------------------------------------------
FTP Download Host =                              Hostname from the FTP data can be downloaded
---------------------------------------------------------------------------------------------------------
FTP Download Rootpath =                          Rootpath for FTP downloadable data
---------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                   NAME                         SPECIMEN SIGNATURE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

[ ]

ATTACHMENT C

The sub-custodian accounts into which a Participant should deposit the securities constituting the Deposit Securities of each Fund and the Cash Component, as applicable, are set forth below:

Fresco'sm' Dow Jones STOXX 50'sm' Fund

Account Name:
Account Number
Other Reference Number:

Fresco'sm' Dow Jones EURO STOXX 50'sm' Fund

Account Name:
Account Number
Other Reference Number:

UBS GLOBAL ASSET MANAGEMENT-AMERICAS

Code of Ethics

1. Introduction.............................................................................................1

2. Types of Accounts
        2.1  Covered Accounts...............................................................................3
        2.2  Joint Accounts.................................................................................3
        2.3 Investment Clubs................................................................................3

3. Establishing Covered Accounts
        3.1  Use of Authorized Brokers......................................................................4
        3.2  Reporting......................................................................................5
        3.3  Copying Compliance Department on Statements and Confirms.......................................5

4. Trading Restrictions
        4.1  Preclearance Requirements......................................................................5
        4.2  Frequency......................................................................................7
        4.3  Holding Period.................................................................................7
        4.4  Lockout Period.................................................................................8
        4.5  Prohibited Transactions........................................................................8
        4.6  Initial Public Offerings.......................................................................9
        4.7  Investment in Partnerships and other Private Placements........................................9
        4.8  Options............................. ..........................................................9
        4.9  Futures........................................................................................9

5. Reporting and Certification Requirements
        5.1. Initial Holdings Report and Certification.....................................................10
        5.2  Quarterly Transactions Report for Covered Persons and Interested
             Directors.....................................................................................10
        5.3  Quarterly Transactions Report for Independent Directors.......................................10

        5.4  Annual Certification for Covered Persons, Interested Directors and Independent Directors......11

6. Administration and Enforcement
        6.1  Review of Personal Trading Information........................................................11
        6.2  Annual Reports to the Mutual Fund Boards of Directors and UBS Global CEOs.....................11
        6.3  Sanctions and Remedies........................................................................12

List of Funds......................................................................................Appendix A
Trade Request Form.................................................................................Appendix B
Outside Account Request Form.......................................................................Appendix C
Private Placement Request Form.....................................................................Appendix D
Investment Club Pre-Approval Form..................................................................Appendix E
Discretionary Account Attestation..................................................................Appendix F
Consultants and Temporary Employee Reporting Requirements..........................................Appendix G
Transaction Requirement Matrix.....................................................................Appendix H
List of Authorized Broker-Dealers..................................................................Appendix I

Code of Ethics ii

UBS GLOBAL ASSET MANAGEMENT-AMERICAS
Code of Ethics

1. Introduction

UBS Global Asset Management-Americas ("UBS Global")(1) has many important assets. Perhaps the most valuable is its established and unquestioned reputation for integrity. Preserving this integrity demands the continuing alertness of every employee. Each employee must avoid any activity or relationship that may reflect unfavorably on UBS Global as a result of a possible conflict of interest, the appearance of such a conflict, the improper use of confidential information or the appearance of any impropriety. Although no written code can take the place of personal integrity, the following, in addition to common sense and sound judgment, should serve as a guide to the minimum standards of proper conduct. This Code of Ethics ("Code") is designed to ensure, among other things, that all employees conduct their personal securities transactions in a manner where clients' interests are placed first and foremost and are consistent with the law. Any conduct that violates this Code is unacceptable and always constitutes an activity beyond the scope of the employee's legitimate employment.

UBS Global has adopted this Code, which is designed to detect and prevent conflicts of interest between its employees, officers and directors and its Advisory Clients(2) caused by personal investing activities. UBS Global also has established separate procedures designed to detect and prevent insider trading ("Insider Trading Procedures"), which should be read together with this Code.

Personal investing activities of "Covered Persons" (defined below) can create conflicts of interest that may compromise our fiduciary duty to Advisory Clients. As a result, Covered Persons must avoid any transaction that involves, or even appears to involve, a conflict of interest, diversion of an Advisory Client investment opportunity, or other impropriety with respect to dealing with an Advisory Client or acting on behalf of an Advisory Client.

As fiduciaries, Covered Persons must at all times comply with the following principles:

a. Client Interests Come First. Covered Persons must scrupulously avoid serving their own personal interests ahead of the interests of Advisory Clients. If a Covered Person puts his/her own personal interests ahead of an Advisory Client's, or violates the law in any way, he/she will be subject to disciplinary action, even if he/she is in technical compliance with the Code.

(2) Advisory Client means any client (including mutual funds, closed-end funds and separate accounts) for which UBS Global serves as an investment adviser, to whom it renders investment advice, or for whom it makes investment decisions.

b. Avoid Taking Advantage. Covered Persons may not make personal investment decisions based on their knowledge of Advisory Client holdings or transactions. The most common example of this is "front running," or knowingly engaging in a personal transaction ahead of an Advisory Client with the expectation that the Advisory Client's transaction will cause a favorable move in the market. This prohibition applies whether a Covered Person's transaction is in the same direction as the transaction placed on behalf of an Advisory Client (for example, two purchases) or the opposite direction (a purchase and sale).

If you are uncertain whether a real or apparent conflict exists in any particular situation, you should consult with the Compliance Department immediately.

This Code applies to each of the UBS Global Advisors and the registered investment companies for which a UBS Global Advisor serves as investment manager, investment advisor and/or principal underwriter ("Funds") that are listed on Appendix A (which may be amended from time to time). The Code sets forth detailed policies and procedures that Covered Persons of UBS Global Advisors must follow in regard to their personal investing activities. All Covered Persons are required to comply with the Code as a condition of continued employment.

Who is subject to the Code?

Covered Persons. For purposes of this Code, Covered Person is defined as:

o Each employee, officer and director of a UBS Global Advisor, their spouses and members of their immediate families;(3)

o An employee, officer or director of any UBS AG affiliate who is domiciled on the premises of a UBS Global Advisor; and

o Consultants and other temporary employees hired for a period of 30 days or more whose duties include access to UBS Global's technology and systems, and/or trading information in any form, unless they obtain a written exemption from the Compliance Department. Consultants and other temporary employees who are employed for less than a 30-day period, but who have access to UBS Global's trading information, will be subject to the reporting requirements described in Appendix G.

Interested Directors of a Fund. Directors of any Fund listed on Appendix A who are not Covered Persons but who are affiliated with another subsidiary of UBS AG ("Interested Directors") are subject to the following sections of the Code:

Section 5.1 Initial Holdings Report and Certification

Section 5.2 Quarterly Transactions Report for Covered Persons and Interested Directors

Section 5.4 Annual Certification for Covered Persons, Interested Directors and Independent Directors

Independent Directors of a Fund. Directors of a Fund who are not affiliated with a UBS Global Advisor and who do not otherwise meet the definition of "interested

Code of Ethics 2

person" under Section 2(a)(19) of the Investment Company Act(4) ("Independent Directors") are subject only to the following sections of the Code:

Section 5.3 Quarterly Transaction Report for Independent Directors

Section 5.4 Annual Certification for Covered Persons, Interested Directors and Independent Directors

2. Types of Accounts

2.1 Covered Accounts

"Covered Account" includes any securities account (held at a broker-dealer, transfer agent, investment advisory firm, or other financial services firm) in which a Covered Person has a beneficial interest or over which a Covered Person has investment discretion or other control or influence.(5) Restrictions placed on transactions executed within a Covered Account also pertain to investments held outside of an account of which a Covered Person has physical control, such as a stock certificate.(6)

2.2 Joint Accounts

Covered Persons are prohibited from entering into a joint account with any Advisory Client.

2.3 Investment Clubs

A Covered Person may participate in an investment club only if he/she obtains the prior written approval of the Compliance Department. Requests for approval must be submitted on the Investment Club Pre-Approval Form (See Appendix E). Approval will only be granted if the Covered Person can ensure that the investment club will comply with all of the provisions of this Code.

If the Covered Person can demonstrate that he/she does not participate in investment decision-making, then a waiver of the preclearance requirement may be granted. An exemption from the preclearance requirement will not be granted if the Covered Person has influence or control over the club's investment decisions or if Covered Persons make up 50% or more of the club's membership.

The Compliance Department will periodically review investment club trading for abuses and conflicts and reserves the right to cancel approval of participation or to subject all of the club's trades to preclearance and other requirements.(7) Investment club accounts may not be used to undermine these procedures.

(5) Beneficial interest in an account includes any direct or indirect financial interest in an account.

(6) Covered Accounts also include accounts for which a Covered Person has power of attorney, serves as executor, trustee or custodian, and corporate or investment club accounts.

(7) Transactions effected through an investment club are subject to the reporting requirements outlined in Section 5.

Code of Ethics 3

3. Establishing Covered Accounts

3.1 Use of Authorized Brokers

Generally, Covered Persons may maintain a Covered Account only with authorized broker-dealers. The current list of Authorized Brokers, which is subject to change from time to time, is included in Appendix I. Any exceptions to this rule must be approved in writing by the Compliance Department (See Appendix C for the appropriate form). However, Covered Persons who maintain a Covered Account at an unauthorized broker-dealer that was opened on or before June 30, 2002 may continue to maintain the account with the unauthorized broker.

Exceptions. The following Covered Accounts may be maintained away from an Authorized Broker without obtaining prior approval. Note: Covered Persons are required to report all Covered Accounts pursuant to the Reporting and Certification Requirements of Section 5 below.

Mutual Fund Only Accounts. Any account that only permits a Covered Person to buy and sell shares of open-end mutual funds and cannot be used to trade any other types of investments like stocks or closed-end funds.

401(k) Plans. Any account with a 401(k) retirement plan that a Covered Person established with a previous employer or a current employer, provided that the investments in the plan are limited to pooled investment options (e.g., open-end mutual funds). A 401(k) plan account that permits you to trade individual securities or invest in pools consisting of securities of a single issuer must be approved by the Compliance Department.

Investments in the Physical Control of a Covered Person. Covered Persons may maintain physical possession of an investment (for example, a stock certificate).

Investments Directly with Issuers (or their Transfer Agents). Covered Persons may participate in direct investment plans that allow the purchase of an issuer's securities without the intermediation of a broker-dealer provided that the timing of the purchases are determined by the plan (e.g., dividend reinvestment plans ("DRIPS")). Such investments must be approved prior to the initial purchase of the issuer's securities. Once approved, you are not required to preclear purchases or sales of shares in the plan, although transactions and holdings must be reported. However, if you withdraw the securities and hold a certificate or transfer them to a brokerage account, subsequent sales are subject to preclearance as well as the 30-day holding period.

Discretionary Accounts. Covered Persons must obtain approval from the Compliance Department to open discretionary securities accounts. A discretionary account is one where all investment decisions are made by a third-party who is unrelated to the Covered Person or is not otherwise a Covered Person ("Discretionary Account"). Although a Discretionary Account is exempt from the provisions of
Section 4 (Trading Restrictions) of this Code, it is still a Covered Account and must comply with all other provisions of this Code, including this Section 3 and
Section 5 (Reporting and Certification Requirements). To obtain approval to open a Discretionary Account, the Covered Person must provide to the Compliance Department:

o A copy of the signed Investment Advisory Agreement and/or any other relevant documents creating the Account that demonstrate that the fiduciary has full investment discretion; and

o    A signed attestation (See Appendix F) that, if he/she discusses
     any specific strategies, industries or securities with the
     independent fiduciary, he/she will pre-clear any related trades
     that result from the discussion. (Note that if no such
     discussions take place in advance of transactions, preclearance
     is not required).

The Compliance Department will review Discretionary Account trading for abuses and conflicts and reserves the right to cancel approval of a Discretionary Account and to subject all of the account's trades to preclearance and other requirements of this Code. Discretionary Accounts may not be used to undermine these procedures.

3.2 Reporting

Covered Persons are responsible for notifying the Compliance Department at the time any Covered Account is opened and immediately upon making or being notified of a change in ownership or account number. The notification should be submitted in writing to the Compliance Department and include the broker name, name of the account, the date the account was opened, account number (if new account) or, if the account number changed, the old number and the new number and the effective date of the change.

3.3 Copying the Compliance Department on Statements and Confirms

The Compliance Department receives automatic feeds of trade confirmations and account statements from Authorized Brokers. However, for accounts maintained away from Authorized Brokers, Covered Persons must arrange for the Compliance Department to receive directly from the executing broker-dealer, bank, or other third-party institution duplicate copies of trade confirmations for each transaction and periodic account statements for each Covered Account. Covered Persons are not required to provide duplicate confirms and statements for Mutual Fund Only Accounts.

If You Cannot Arrange for Duplicate Confirmations or Statements. You may wish to engage in a transaction for which no confirmation can be delivered to the Compliance Department (e.g., a transaction in a privately placed security or a transaction in individual stocks held in a 401(k) plan). These types of transactions require the prior written approval of the Compliance Department and will involve additional reporting requirements.

4. Trading Restrictions

Security means any interest or instrument commonly known as a security, whether in the nature of debt or equity, including any option, futures contract, warrant, note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or any participation in or right to subscribe to or purchase any such interest or instrument. For purposes of these trading restrictions and the reporting requirements described in Section 5, the term security does not include U.S. government bonds, bankers' acceptances, bank certificates of deposit, commercial paper, high-quality short-term debt instruments (including repurchase agreements), or shares of registered open-end investment companies (mutual funds).

4.1 Preclearance Requirements

Covered Persons must obtain prior written approval before purchasing, selling or transferring any security, or exercising any option (except as noted below).

Code of Ethics 5

The Process. The preclearance process involves three steps:

Complete the Form. Covered Persons must complete a Trade Request Form (See Appendix B) and submit it to the Compliance Department before making a purchase, sale or transfer of a security, or exercising an option.

Wait for Approval. The Compliance Department will review the form and, as soon as practicable, determine whether to authorize the transaction.

Execute Before the Approval Expires. A preclearance approval for a transaction is only effective on the day you receive approval (regardless of time).

If your trade is not fully executed by the end of the day, you must obtain a new preclearance approval before your order (or the unfilled portion of your order) can be executed. Accordingly, limit orders and "good `til cancelled" instructions must be withdrawn by the end of the day, unless a new approval is obtained.

Exceptions. Covered Persons do not need to preclear the following types of transactions. Please see the "Transaction Requirement Matrix" in Appendix H for a summary of the preclearance requirements.

Unit Investment Trusts (UITs). Purchases and sales of unit investment trusts do not require preclearance.

Exchange Traded Funds (ETFs). Purchases and sales of Exchange Traded Funds that are based on a broad-based securities index do not require preclearance. Transactions in all other ETFs, including industry or sector-based funds, must be precleared.

Certain Corporate Actions. Acquisitions of securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities do not require preclearance.

Rights. Acquisition of securities through the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent the rights were acquired through the rights offering and not through the secondary market.

UBS Savings and Investment Plan and Third Party 401(k) Plans. Any transaction in these plans is generally exempt from the preclearance requirements, unless the plan permits a Covered Person to trade individual securities (e.g., shares of stock), in which case such transactions are subject to preclearance.

UBS AG Securities. Transactions by Covered Persons in UBS securities(8) generally are exempt from the preclearance requirements. Covered Persons who are deemed company insiders are not eligible for this exception and must preclear all purchases and sales of UBS securities. In addition, any Covered Person who possesses material non-public information regarding UBS AG is prohibited from engaging in transactions in UBS securities.

Code of Ethics 6

Futures and Options on Currencies and Broad Based Indices. A Covered Person is not required to preclear futures and options on currencies or on a broad-based securities index.(9)

Transactions in Discretionary Accounts. Except under certain circumstances, a Covered Person is not required to preclear transactions in a Discretionary Account.

NOTE: All transactions, including those exempt from the preclearance requirement, are subject to the reporting requirements (See Section 5).

4.2 Frequency

In order to ensure that Covered Persons are not distracted from servicing Advisory Clients, Covered Persons should not engage in more than 20 transactions per month. (Note: This includes De Minimis Transactions but does not include repetitive transactions such as rolling futures contracts.)

4.3 Holding Period

If a Covered Person is required to preclear a transaction in a security, he/she also must hold the security for 30 days.

As a result, Covered Persons may not:

o buy a security or Equivalent Investment within 30 days after selling that security or Equivalent Investment; or

o sell a security or Equivalent Investment within 30 days after purchasing that security or Equivalent Investment.

Equivalent Investments are investments whose value is based on or derived from the value of another security, including convertible securities and derivative securities such as options, futures and warrants.

Exceptions.

a. UITs and ETFs, although not subject to preclearance, must be held for 30 days.

b. If a security has experienced a loss equal to at least 10% of the purchase price, the Covered Person may sell the security in less than 30 days, with prior approval from the Compliance Department.

c. If you receive restricted stock as part of your compensation, you are not required to hold it for 30 days after it vests.

Code of Ethics 7

4.4 Lockout Period

Covered Persons are prohibited from knowingly buying, selling or transferring any security within five calendar days before or after that same security, or an Equivalent Investment, is purchased or sold on behalf of an Advisory Client. Personal trades in securities that are effected in close proximity to the addition or deletion of such security to or from a model will be closely scrutinized.

Exceptions:

(i) De Minimis Exemption. Transactions in equity securities issued by a company with a market capitalization of $3 billion or greater and where the total number of shares purchased or sold by a Covered Person is 1000 or less are exempt from the lockout period requirement. In the case of permitted options on securities issued by such a company, the order must be for 10 or fewer contracts.

Note: Covered Persons are still required to follow the preclearance procedures. Transactions executed under the De Minimis Exemption for a specific security are limited to a cumulative maximum of 1000 shares over a 30-day period. The De Minimis Exemption cannot be used as a means to violate the spirit of the Code, and the Compliance Department may revoke a Covered Person's right to use the Exemption if it determines a pattern of abuse.

(ii) Investment Personnel.(10) The De Minimis Exemption does not apply to Investment Personnel who trade a security on the same day as an Advisory Client served by that Group but may be used at all other times.

(iii) Broad-based Securities Indices. A Covered Person's knowledge that a security will be purchased or sold by an account managed with a quantitative model that tracks the performance of a Broad-Based Securities Index, such as the S&P 500 or the Russell 1000, does not trigger the lockout period. Futures and options transactions on Broad-based Securities Indices or currencies also are exempt from the lockout period.

NOTE: The De Minimis Exemption does not apply to purchases and sales of limited partnership interests or other privately placed securities.

4.5 Prohibited Transactions

UBS Global views the following transactions as especially likely to create conflicts with Advisory Client interests. Covered Persons are therefore prohibited from engaging in the following transactions:

a. Naked Short Sales. Covered Persons are prohibited from entering into a net short position with respect to any security that is held by an Advisory Client.

b. Futures. Purchase or sale of futures that are not traded on an exchange, as well as options on any type of futures (exchange-traded or not) are prohibited. This prohibition does not apply to currency forwards (futures or otherwise).

Code of Ethics 8

4.6 Initial Public Offerings

Covered Persons are prohibited from acquiring securities in an initial public offering (other than a new offering of a registered open-end investment company).

In the event that a Covered Person holds securities in a company that has announced that it will engage in an IPO, he or she must immediately notify the Compliance Department.

4.7 Investment in Partnerships and Other Private Placements

Covered Persons are permitted to acquire interests in general partnerships and limited partnerships, and to purchase privately placed securities, provided they obtain prior approval from the Compliance Department. Covered Persons requesting permission must complete the Private Placement Request Form (See Appendix D).

4.8 Options

a. Call Options

A Covered Person may purchase a call option on an individual security or ETF only if the call option has a period to expiration of at least 30 days from the date of purchase and the Covered Person either (1) holds the option for at least 30 days prior to sale or (2) holds the option and, if exercised, the underlying security, for a total period of 30 days. (Similarly, if you choose to exercise the option, you may count the period during which you held the call option toward the 30-day holding period for the underlying security or ETF.)

A Covered Person may sell ("write") a call option on an individual security or ETF only if he/she has held the underlying security (in the corresponding quantity) for at least 30 days (Covered Call).

b. Put Options

A Covered Person may purchase a put option on an individual security or ETF only if the put option has a period to expiration of at least 30 days from the date of purchase and the Covered Person holds the put option for at least 30 days. If a Covered Person purchases a put on a security he/she already owns (Put Hedge), he/she may include the time he/she held the underlying security towards the 30-day holding period for the put.

A Covered Person may not sell ("write") a put on an individual security or
ETF.

c. Options on Broad-Based Indices

Covered Persons may purchase or sell an option on a Broad-based Securities Index ("Index Option") only if the option has a period to expiration of at least 30 days from the date of purchase or sale. A Covered Person may buy or sell an Index Option with a period to expiration of less than 30 days from the date of purchase or sale to close out an open position only if he/she has held the position being closed out for at least 30 days or another exception under
Section 4.3 (Holding Period) applies.

Note: Covered Persons must obtain preclearance approval to exercise an option on an individual security or ETF as well as to purchase or sell such an option.

4.9 Futures

A Covered Person may purchase and sell exchange-traded futures and currency forwards.

Code of Ethics 9

Purchases and sales of futures contracts on an individual security or ETF are subject to the lockout period (See Section 4.4 above). Purchases and sales of all futures contracts are subject to the holding period requirement (See
Section 4.3 above).

Note: Covered Persons must obtain preclearance approval to purchase or sell futures contracts on an individual security or ETF.

5. Reporting and Certification Requirements

5.1 Initial Holdings Report and Certification

Within 10 days after a Covered Person commences employment, he/she must certify that he/she has read and understands the Code, that he/she will comply with its requirements, and that he/she has disclosed or reported all personal investments and accounts required to be disclosed or reported. Interested Directors other than Covered Persons are also required to make this report within 10 days of becoming an Interested Director of a Fund.

Exceptions: Covered Persons are not required to report holdings in:

o U.S. Registered Open-End Mutual Funds o U.S. Government Securities(11)

o Money Market Instruments(12) o Accounts over which a Covered Person has no direct or indirect influence or control

However, Covered Persons are required to include in initial and annual holdings reports the name of any broker-dealer or bank with which the Covered Person has an account in which any securities are held for his/her direct or indirect benefit.

5.2 Quarterly Transactions Report for Covered Persons and Interested Directors

Within 10 days of the end of each calendar quarter, Covered Persons must file a report of all securities transactions on a Quarterly Transactions Report, unless a duplicate confirmation or similar document was sent to the Compliance Department contemporaneously with the transaction. In addition, Covered Persons are required to report any account opened during the quarter in which securities were held during the quarter (this includes accounts that hold those securities described above in Section 5.1).

5.3 Quarterly Transactions Report for Independent Directors

Directors of the Funds who are not affiliated with a UBS Global Advisor ("Independent Directors") must file a Quarterly Transactions Report with the Compliance Department only if the Independent Director knew, or in the ordinary course of fulfilling his/her official duties as a director of a Fund should have known, that during the 15 days immediately preceding or following the date of a securities transaction in the Independent Director's Covered Accounts that:

(12) Money Market Instruments include bankers' acceptances, bank certificates of deposit, commercial paper, and high-quality short-term debt instruments, including repurchase agreements.

Code of Ethics 10

o the security was purchased or sold by a Fund; or

o a purchase or sale of the security was considered for a Fund.

Independent Directors must file these reports within ten days of the end of the calendar quarter in which the trade occurred.

5.4 Annual Certification for Covered Persons, Interested Directors and Independent Directors

Annually, Covered Persons, Interested Directors and Independent Directors must certify that they have read and understand the Code, that they have complied with its requirements during the preceding year, and that they have disclosed or reported all personal transactions/holdings required to be disclosed or reported.

6. Administration and Enforcement

6.1 Review of Personal Trading Information

All information supplied in compliance with the Code, including the reports required by Section 5, will be reviewed by the Compliance Department. All information supplied may be available for inspection by the Boards of Directors of the Funds, the Chief Executive Officer and Legal Counsel of UBS Global, any party to which any investigation is referred by any of the foregoing, a Covered Person's supervisor (where necessary), the Securities and Exchange Commission, any self-regulatory organization of which UBS Global is a member, and any state securities commission.

6.2 Annual Reports to Mutual Fund Boards of Directors and UBS Global CEOs

The Compliance Department will review the Code at least annually in light of legal and business developments and experience in implementing the Code. The Compliance Department will prepare an annual report to the Boards of Directors of the Funds and the CEO of UBS Global Asset Management that:

o describes issues that arose during the previous year under the Code, including, but not limited to, information about material Code violations and sanctions imposed in response to those material violations;

o recommends changes in existing restrictions or procedures based on the experience implementing the Code, evolving industry practices, or developments in applicable laws or regulations; and

o certifies to the Boards that procedures have been adopted that are designed to prevent Access Persons(13) from violating the Code.

Code of Ethics 11

6.3 Sanctions and Remedies

If the Compliance Department determines that a Covered Person or Fund Director has violated the Code, it may, in consultation with senior management, impose sanctions and take other actions deemed appropriate, including issuing a letter of education, suspending or limiting personal trading activities, imposing a fine, suspending or terminating employment, and/or informing regulators if the situation warrants.

As part of any sanction, the Compliance Department may require the violator to reverse the trade(s) in question and forfeit any profit or absorb any loss from the trade. Senior management will determine the appropriate disposition of any money forfeited pursuant to this section.

Code of Ethics 12

Appendix A

LIST OF FUNDS

The names listed in italics are the Trust names and the indented names are the fund names within each Trust.

UBS Financial Services Fund Inc.

UBS Index Trust
UBS S&P 500 Index Fund

UBS Investment Trust
UBS Tactical Allocation Fund

UBS Managed Investments Trust
UBS Strategy Fund

UBS Securities Trust
UBS Enhanced S&P 500 Fund
UBS Enhanced Nasdaq-100 Fund

UBS Series Trust
Tactical Allocation Portfolio

UBS PACE Select Advisors Trust
UBS PACE Government Securities Fixed Income Investments UBS PACE Intermediate Fixed Income Investments UBS PACE Strategic Fixed Income Investments UBS PACE Municipal Fixed Income Investments UBS PACE Global Fixed Income Investments UBS PACE Large Company Value Equity Investments UBS PACE Large Company Growth Equity Investments UBS PACE Small/Medium Company Value Equity Investments UBS PACE Small/Medium Company Growth Equity Investments UBS PACE International Equity Investments UBS PACE International Emerging Markets Equity Investments

The UBS Funds
UBS Global Balanced Fund
UBS Global Equity Fund
UBS Global Technology Fund
UBS Global Biotech Fund
UBS Global Bond Fund
UBS U.S. Balanced Fund
UBS U.S. Equity Fund
UBS U.S. Large Cap Equity Fund
UBS U.S. Large Cap Growth Fund
UBS U.S. Small Cap Growth Fund
UBS U.S. Bond Fund
UBS U.S. Value Equity Fund
UBS High Yield Fund
UBS International Equity Fund

Appendix A

UBS Relationship Funds
UBS Global Securities Relationship Fund UBS U.S. Equity Relationship Fund
UBS U.S. Large Capitalization Equity Relationship Fund UBS U.S. Value Equity Relationship Fund UBS U.S. Small Cap Equity Relationship Fund UBS International Equity Relationship Fund UBS Emerging Markets Equity Relationship Fund UBS Short Term Relationship Fund
UBS U.S. Bond Relationship Fund
UBS High Yield Relationship Fund
UBS Emerging Markets Debt Relationship Fund

CLOSED-END FUNDS

All-American Term Trust Inc. (AAT)
Global High Income Dollar Fund Inc. (GHI) Insured Municipal Income Fund Inc. (PIF) Investment Grade Municipal Income Fund Inc. (PPM) Managed High Yield Plus Fund Inc. (HYF)
Strategic Global Income Fund, Inc. (SGL) 2002 Target Term Trust Inc. (TTR)

Appendix B

UBS GLOBAL ASSET MANAGEMENT
TRADE REQUEST FORM
(please complete a trade request for each transaction)

I hereby request permission to BUY SELL TRANSFER (check one) the specified security in the company indicated below for my own account or other account in which I have a beneficial interest (direct or indirect) or legal title:

Account Number: Broker:

Name of Security: Ticker Symbol:

Number of shares, units or contracts or face amount of bonds:

I have read the current Code of Ethics and believe that the above transaction complies with its requirements.

To the best of my knowledge,

(i) no Advisory Client has purchased or sold the security listed above during the last five days;

(ii) the security indicated above is not currently being considered for purchase or sale by any Advisory Client; and

(iii) the requested transaction will not result in a misuse of inside information or in any conflict of interest or impropriety with regard to any Advisory Client.

Additionally: (Please check any or all that apply)

This investment is being purchased or sold in a private placement (if so, please complete the "Private Placement Request Form").

The proposed purchase of the above listed security, together with my current holdings, will result in my having a beneficial interest in more than 5% of the outstanding voting securities of the company. If this item is checked, state the beneficial interest you will have in the company's voting securities after the purchase. ___________

Employee Signature                 Print Name                    Date Submitted


COMPLIANCE ONLY

Reviewed by:                         APPROVED       DENIED

Date:

Appendix C

DATE:

TO: Compliance Department

FROM:

SUBJECT: OUTSIDE ACCOUNT REQUEST FORM

A Covered Person requesting an exception to maintain or establish an outside account must complete and submit this memorandum to the Compliance Department. Once reviewed by Compliance, the Covered Person will be notified of the terms (if any) of the approval or denial. Please be sure to attach any required documentation prior to submitting this form to the Compliance Department.

NOTE: Except for the limited exceptions noted in the UBS Global Asset Management Code of Ethics, all Covered Accounts must be maintained at an Authorized Broker(1). A Covered Account is defined as: any account in which a Covered Person has a beneficial interest, and any account in which a Covered Person has the power, directly or indirectly, to make investment decisions and/or where the Covered Person acts as custodian, trustee, executor or a similar capacity.

1. Name of Firm(s): ____________________________________________________________
2. Title(2) of Account(s): _____________________________________________________
3. Type of Account(s): _________________________________________________________
4. Account Number(s)(3) ________________________________________________________

5. Exceptions may only be granted in limited circumstances. Please check those that apply:

[ ] A Covered Person is employed by another NYSE/NASD/NFA member firm.

[ ] A previously acquired investment involves a unique securities product or service that cannot be held in an account with an Authorized Broker.

[ ] The funds are placed directly with an independent investment advisory firm under an arrangement whereby the Covered Person is completely removed from the investment decision-making process. (Please attach a copy of the investment management agreement and other documentation granting discretionary authority)

[ ] Other (please explain)

5. A copy of the account(s) statement(s) is attached to this memo.
[ ] Yes [ ] No [ ] Account Not Open Yet (If the account exists but no statement is attached, please attach additional documentation that explains why)

             EMPLOYEE                                    COMPLIANCE

Name:  ___________________________        Name:  _______________________________
             (Please Print)                              (Please Print)

Dept: ____________________________        Signature: ___________________________

Signature: _______________________        Date:   _______________

Date: ______________


---------------------

(1) See Appendix I in the Code of Ethics for the current list of Authorized Brokers.
(2) Name as it appears on the account.
(3) If this request is to maintain an existing account(s), please list the account number(s). If this request is to establish new account(s) for which you do not have the account number(s), please write "New Account."

Appendix D

UBS Global Asset Management Compliance Department 51 West 52(nd) Street, 14th Floor New York, NY 10019-6114

(Fax #: 212 882-5472)

TO: Compliance Department

FROM:

DATE:

RE: PRIVATE PLACEMENT REQUEST FORM

As provided in section 4.7 of the UBS Global Asset Management Code of Ethics, if a Covered Person wants to participate in a private placement or a limited partnership, he/she must complete this form and obtain the required approvals prior to investing. A Covered Person may not participate in any partnership or private placement until he/she receives written permission from the Compliance Department. Oral discussions do not constitute approval under any circumstances.

INVESTMENT INFORMATION:

1. Name of proposed investment: _______________ Date of investment: ____________

2. Nature of investment: ______________________________________________________

3. Amount to be invested: ____________ # of shares: _______ % ownership: _______

4. Describe terms of investment:

Equity or debt? ________ Open-ended or specific maturity date? ___________

Further investment contemplated? _______________ Amount? ________________

5. Was this investment offered to you due to your affiliation with UBS Global? _____________

6. Do you have a position as officer of the company or other duties in connection with the investment? _____________________________________________

7. Do you give investment advice to the company or any affiliate of the company? If so, please describe:

Appendix D

8. Are you informed or consulted about investments made by the company?

Describe: ______________________________________________________________________

9. How frequently will you receive statements/communications regarding the investment?

10. Is the company privately/publicly held? ____________________________________

11. If privately held, are you aware of any plan to bring the company public?

12. Have you informed the company that you are a "restricted person" in the event of an IPO of securities? ________

13. Describe any connection(s) between the investment and UBS Global: __________

14. To your knowledge, are there any UBS Global clients for whom this is an appropriate investment?

15. Describe any client connections to this investment:

16. Are you aware of any conflict between your duties at UBS Global and this investment?

Please attach any relevant reports/statements you can provide which describe this investment.

To the best of my knowledge, the information provided above is accurate. I will notify the Compliance Department immediately of any material changes to the information provided above.

Employee

Name: __________________________
(Please Print)

Signature: _____________________

Date: __________________________

Appendix D

COMPLIANCE DEPARTMENT APPROVAL:

[ ] Based upon the Covered Person's responses on this Private Placement Request Form and any other information noted below* or attached hereto, the Compliance Department hereby approves the Covered Person's request to participate because the investment appears to present no conflict of interest with his/her duties to UBS Global Advisory Clients.

[ ] Based upon the Covered Person's responses on this Private Placement Request Form and any other information noted below* or attached hereto, the Compliance Department hereby disapproves the Covered Person's request to purchase the private placement.

*Please provide any additional relevant information with respect to your approval of the request to purchase this private placement:

Compliance Department

Name: __________________________
(Please Print)

Signature: _____________________

Date: __________________________

Appendix E

UBS GLOBAL ASSET MANAGEMENT
INVESTMENT CLUB PRE-APPROVAL FORM

Date:_____________________

Personal Information:

Name:_____________________________________________________
(please print)

Department:_____________________________________

Title:_________________________________

Investment Club Information:
(Please complete a separate form for each club)

Name of Investment Club:________________________________________________________

Are you an officer of the club? If so, please state your position.

Are you on an investment decision-making committee or are you involved in making security/investment transaction recommendations for the club independent of a committee? Please explain.

Certification:
I understand that my activities with regard to the above investment club must comply with UBS Global Asset Management's Insider Trading Policies and the Code of Ethics. I will direct the investment club to send duplicate statements to the Compliance Department.

Appendix F

Memorandum

Date:

To: Employee

cc: XXXXX

From: Compliance Department

Re: Employee Discretionary Account Attestation

This memo outlines the agreed process for advisory accounts with ______________. ______________ has discretion over the investment management of your account(s) with them and has supplied a written summary of the current investment policy.

If you discuss specific strategies, industries or securities with them, you agree to pre-clear any related trades that result from your discussion. As long as no discussions are held between you and _______________________relating to specific investments in your account(s) in advance of a transaction, you will not be required to pre-clear your trades. You will, however, continue to be required to submit duplicate confirms and Quarterly Transactions Reports.

In addition, if the nature of your account(s) changes from discretionary to some other type, you will immediately advise the Compliance Department.

Please acknowledge this understanding by signing the bottom of this memo.

Compliance

UBS Global Employee's Acknowledgment

Agreed: __________________________ Date: _________________

Independent Investment Advisor's Acknowledgement

Agreed: __________________________ Date: _________________

Signature:______________________________________Date:___________________________

Appendix G

Policies and Procedures for
Consultants and Temporary Employees

Consultants and temporary employees who are employed for less than 30 days, but who have access to UBS Global's trading information are subject to the following sections of the Code:

Conflicts of Interest
Regardless of the period of employment, Consultants and temporary employees are subject to the same fiduciary standards as all other Covered Persons. Consequently, they must ensure that they do not put their interests ahead of Advisory Clients' and avoid making personal decisions based on any knowledge/information they acquire as a result of their employment with UBS Global. For further information, please refer to the Introduction to this Code of Ethics and/or contact the Compliance Department.

Section 3.2 Report Covered Accounts to Compliance Consultants and temporary employees are required to disclose the name, account number, and firm at which he/she maintains a brokerage account at the time he/she is hired.

Section 3.3 Copy the Compliance Department on Trade Confirmations Consultants and temporary employees are only required to provide duplicate trade confirmations for each transaction executed during the period of employment.

Section 4 Trading Restrictions
Consultants and temporary employees are required to preclear all trades and all transactions are subject to the holding periods, lockout period requirements and other restrictions outlined in this section.

Section 5 Reporting and Certification Requirements Consultants and temporary employees who wish to trade options are required to submit a list of all personal investments holdings (Initial Holdings Report) at the time they are hired.

                                               PRECLEARANCE       REPORTING
TRANSACTION                                      REQUIRED?        REQUIRED?

Mutual
  Mutual Funds (Open-End)                            No               No
  Mutual Funds (Closed-End)                          Yes              Yes
  Unit Investment Trusts                             No               Yes
  Variable & Fixed Annuities                         No               No

Equities
  UBS Stock                                          No               Yes
  Common Stocks                                      Yes              Yes
  ADRs                                               Yes              Yes
  DRIPS                                              No               Yes
  Stock Splits                                       No               Yes
  Rights                                             No               Yes
  Stock Dividend                                     No               Yes
  Warrants (exercised)                               Yes              Yes
  Preferred Stock                                    Yes              Yes
  IPOs                                               Prohibited       Prohibited

Options (Stock)
  UBS (stock options)                                Yes              Yes
  Common Stocks                                      Yes              Yes
  Exchange Traded Funds                              Yes              Yes

Fixed Income
  US Treasury                                        No               No
  CDs                                                No               No
  Money Market                                       No               No
  GNMA                                               No               No
  Fannie Maes                                        Yes              Yes
  Freddie Macs                                       Yes              Yes

Bonds
  US Government                                      No               No
  Corporate                                          Yes              Yes
  Convertibles (converted)                           Yes              Yes
  Municipal                                          Yes              Yes

Private Placements                                   Yes              Yes

Limited Partnerships                                 Yes              Yes

Exchange-Traded Funds

  Broad based ETFs(1)                                No               Yes
  Industry or Sector Specific ETFs                   Yes              Yes
  All other Exchange Traded Funds                    Yes              Yes

Appendix I

LIST OF AUTHORIZED BROKERS

1. UBS PaineWebber Inc.
2. Fidelity Investments
3. Charles Schwab & Company
4. TD Waterhouse Investor Services, Inc.

Staff Integrity Policy

Introduction

This policy and the rules contained herein apply to employees of UBS Global AM or employees of UBS AG assigned to the London operation of the UBS Global Asset Management Business Group. Employees seconded to other parts of the UBS Global AM business group should follow the local policies and rules in force.

In order to comply with UK statutory and regulatory requirements and to ensure the maintenance of the highest ethical standards and integrity, the following principles and rules shall apply to all employees. The principles and rules must be adhered to at all times, however, Compliance may from time to time grant exceptions to specific rules or make additional rules to deal with particular circumstances.

Any conduct which violates this policy will represent a breach of the employee's contract of employment and may result in disciplinary action being taken. Questions concerning the application of any of the rules should be addressed to Compliance.

Principles

Personal dealings and conduct must at all times accord with prevailing UK law and regulation (including the rules of any regulators by which UBS Global AM or its subsidiaries are regulated, or exchanges upon which personal account deals are done) and prevailing best market practice.

Employees' personal dealings and conduct must not conflict with the interests of the UBS Group or any of its clients, whose interests should be placed first.

Employees must not take inappropriate advantage of, or abuse, their position of trust and responsibility, or otherwise conduct their activities in a way which damages the reputation of UBS Global AM or the UBS Group.

Personal dealings must be approved and reported in accordance with the rules of this policy, and be commensurate with the employee's experience and financial resources.

Personal investment business

Application

These rules shall apply to all dealing in investments by all employees (including persons seconded or employed on a temporary basis) of UBS Global AM (hereinafter referred to collectively as "employees"). These rules shall also apply to persons connected with UBS Global AM employees to the extent that the employee deals on behalf of, exerts influence over or participates or contributes financially to the investment decisions of the connected person. Subject to the above, connected persons will include;

o spouses, co-habitees, children and step-children under the age of 18, any other person with whom an employee has any family, domestic or business relationship (other than that arising solely because he is a client or counterparty of UBS Global AM)

o persons where the employee has sole or joint control over another person's investments by virtue of a power of attorney

o the employee in his capacity as a personal representative of an estate or as the trustee of a trust in which estate or trust the employee or a person connected with him has a significant interest

o where the employee deals through or for a company, partnership, foundation or investment club which the employee or a person connected with him controls or has a controlling influence

Employees are reminded of the potential conflicts of interest arising out of acting as a personal representative of an estate or trustee of a trust where the employee will be called upon to make investment decisions. Compliance should be consulted for guidance in such circumstances.

Investments

Subject always to the remainder of these rules, UBS Global AM employees may deal in and make use of all security investments and other financial products with the exception of:-

o traded options, swaps, and other derivative instruments, not including options and futures on indices or forward currency contracts

o warrants other than London listed warrants (employees may take up or dispose of warrants received as a result of owning other securities)

o securities of any company where Compliance have imposed a ban on the individual, or a group of individuals or UBS Global AM generally, as a result of the receipt of inside information (see Insider Dealing below), or because of the size of existing client holdings. This restriction will be applied at the point of approval by Compliance (see below)

The scope of this policy and the subsequent approval requirements do not extend to;

o transactions in externally managed pooled products (unit trusts, life funds, investment companies e.t.c.) where the employee has no discretion over stock selection

o investment in any funds offered by UBS or any of its subsidiaries as and when they become available, unless this requirement is specified at the time

o sports betting accounts

o physical cash or currency, bank current, deposit, share, loan or other general financing arrangement

Approval process

The following must be pre-approved by Compliance (unless indicated otherwise) using the consent forms available on the Intranet (which may be emailed to Compliance by the employee unless a second approval is required in which case the request must be physically made);

o all personal security investment transactions as defined above (in the case of closing out permitted derivative transactions or financial index positions, if timing is crucial, it is acceptable to close the transaction and notify Compliance after the event)

Rules and restrictions

Employees may not undertake personal transactions with any client of UBS Global AM (unless the client is authorised under the FSA and a recognised counterparty or provider of the product concerned e.g. you may be able to purchase the units of an external unit trust provider who is also a client).

Employees may not act on non-public information relating to price-affected securities, received in the course of employment or otherwise (see Conduct of Business and Market Abuse).

As part of the approval process, Compliance will confirm with the dealing desk (and the sector analyst where appropriate) that the transaction does not conflict with any house business (considering the global interests of the UBS Global AM business group) or the interests of UBS Global AM clients, and is otherwise not a security restricted as a result of a house ban due to size of holding, or inside information. In the event that an employee wishes to deal in a non UK security, Compliance reserves the right, where appropriate, to withhold approval for the trade until such time as it can be agreed with the dealing desk in the relevant location, bearing in mind the varying time zone differences.

An employee who knows, or who can be reasonably expected to know, that UBS Global AM has made a decision for a client(s) to buy or sell a security, is prohibited from dealing in that security until after the order has been executed or cancelled.

UBS Global AM does not encourage short term Personal Account trading. With the exception of certain circumstances arising from time to time (see below), purchases or sales may not be closed within one calendar month of opening the position, and in any event, employees should not undertake more than 20 securities transactions for their personal account in any one calendar month. Exceptions to this restriction include;

o where the employee experiences a loss on a holding of greater than 10% of the original investment, Compliance may allow a relaxation of the holding period requirement

o personal investments in permitted index derivatives, financial betting indices or forward currency contracts are only required to be held for a minimum 7 calendar days

Employees are permitted to subscribe directly for new issues or initial public offerings (including privatisations and de-mutualizations) through publicly available channels (i.e. not through a private placement), providing that this does not give rise to a conflict of interest with UBS or UBS Global AM client business (including where UBS are acting as advisor to an offer). Employees should not use or take advantage of UBS Global AM counterparty relationships to participate in any such offers.

Dealings by sector analysts and supporters in securities of companies in their own sector are not normally allowed. Consent must be sought on a case by case basis from the Head of Research (or delegate) and Compliance. In any event, analysts are not permitted to effect personal transactions in securities they cover which are contrary to their recommendations.

Analysts must disclose any personal interest in a security prior to conducting research or issuing a recommendation for client accounts, to the Head of Research who will determine what alternative arrangements, if any, are required.

No employee may personally deal in the security of a company when the employee knows or would reasonably be expected to know that a research recommendation relating to that security is due to be published, or a transaction intended to be effected, within 5 working days of the employee's intended transaction. Monitoring of such `front running' activity will be carried out by Compliance.

Employees are prohibited from carrying out personal account dealings in the name of a third party unless prior consent has been given by Compliance.

Participation in "investment clubs" will be permitted, however, where the employee is not personally executing transactions on behalf of the investment club (for example where the `club' is not fully constituted by UBS Global AM colleagues), all transactions must be approved as if the employee was effecting such transactions, and the related transaction reporting and disclosures will apply. Formation of the club must be approved by Compliance in advance, and full details of members must be provided.

Employees will only be permitted to deal in those instruments where the employee's experience is such that the employee can be reasonably expected to understand the risks involved.

Short sales of securities are prohibited.

Employees must take full responsibility for ensuring that personal investment transactions are settled in an appropriate manner and that generally their account is administered in a proper

way. In the event that an individual finds themselves in a position whereby they are or are unlikely to be able to meet settlement obligations, they must report the fact to Compliance.

Disclosure & reporting

Employees (including all connected persons as defined above) must make arrangements for copy contract notes or other suitable notification of all relevant transactions to be issued to Compliance, unless Compliance has indicated that there is a standing arrangement with an eligible broker for delivery of such information, in which case the employee must advise the broker, on opening the account, that they are an UBS Global AM employee.

In the event that a personal transaction will take the employee's holding to 1% or more of the issued share capital of the company, then this should be indicated on the form used for Compliance approval.

Infringement & sanctions

If, following the execution of a transaction, an employee becomes aware that he has contravened any legislation, external or internal rules, or has acted innocently in circumstances which may appear suspicious, he should immediately report all the relevant facts to Compliance.

Any infringement of these rules or of any applicable legal or regulatory requirements by others of which any employee becomes aware must be reported immediately to Compliance. The withholding of such information itself constitutes a breach of these rules.

Violation of this policy and the rules contained herein, including conduct which would be deemed inappropriate when considering the spirit of the rules, may result in;

o disgorgement of profits realised on any improper trades or positions

o disciplinary action taken against the employee

o legal action taken by UBS Global AM or a 3rd party, against the employee

Gifts, benefits in kind & inducements

This section concerns gifts and benefits in kind offered to and received from any investment business or other agent with which or through whom UBS Global AM does business. In this context "gifts and benefits in kind" include, but are not limited to, substantial hospitality, invitations to sporting and other social events, holidays, cars, small personal gifts such as cigars or alcohol, and benefits in kind such as favourable dealing commissions for personal dealings or an opportunity to make a gain or avoid a loss.

The acceptance of gifts and benefits in kind by directors, officers and employees of UBS Global AM is generally prohibited where they are of a value or frequency which can reasonably be expected to influence the recipient to act contrary to the best interests of a client.

The aim behind the relevant FSA rules and UBS Global AM's policies is to ban any inducements given by one firm to another which may induce the recipient to go against his judgement of a client's best interests, or which are likely to significantly conflict with any duties of the recipient owed to a client.

Arrangements for the rebate or discounting of commission will not be considered inducements where UBS Global AM can show that the arrangement is in the client's best interests and the amount or basis of the commission rebate or discount is disclosed to that client.

Authority for the acceptance of gifts

Where the gift or benefit is in line with current normal practice in the discretionary fund management industry, and is reasonably believed to be under 'L'100 in value, the employee may accept and retain that gift or benefit subject to approval by their line manager. The employee should complete a gift slip which is found on the Intranet and forward this to Compliance following the approval of their line manager.

Where the gift or benefit is believed to be over 'L'100 in value, approval from Compliance must also be obtained.

A register of all gifts and benefits in kind of a value in excess of 'L'100 which have been accepted is maintained by Compliance. Gifts or benefits in kind with a value of less than 'L'25 need not be reported.

Authority for the offering of gifts

The offering of gifts or conferring of benefits in kind is prohibited where they are of a value or frequency which can reasonably be expected to influence the recipient to go against his judgement of what is in the best interests of the client.

Where the gift or benefit is in line with current normal practice in the asset management industry and is under 'L'100 in value an employee may offer that gift or benefit.

Authorisation from Compliance is required for the giving of all gifts and benefits of 'L'100 and over in value and a record shall be maintained of all such gifts and benefits by Compliance. If you are in any doubt as to the application of this policy you should consult Compliance.

Other sections of this manual cover receipt of Gifts, for example the Conduct of Business and Market Abuse section.

Confidential information

The nature of UBS Global AM's business is such that employees may be in possession of confidential, proprietary or market-sensitive information, including material non-public information. All employees have an obligation to respect and protect the confidential nature of relationships with and information about former, present and prospective clients, invested companies and suppliers of UBS Global AM. Any such information acquired by employees in the course of UBS Global AM's business must be kept confidential and may be used solely for proper purposes of UBS Global AM. Under no circumstances shall an employee disclose such information to unauthorised persons or use or assist others in using confidential information for personal gain. A person is not an authorised individual simply because that person is an employee of UBS Global AM.

In addition to information concerning other companies or persons, confidential information about UBS Global AM or its employees should not be disclosed to outside persons or to employees who have no reasonable need for such information in the course of their duties, nor should any employee use or assist others in using confidential information for personal gain or any other reason. This principle applies, among other matters, to investment policy and strategy, trade secrets, pricing information (especially fee schedules), policies or financial status.

Safeguarding confidential information

To ensure that any confidential information that comes to UBS Global AM or any of its employees in the course of its business is kept confidential, all employees receiving such

information, and in particular inside information, should report such to Compliance. Additionally, each employee should ;

o not discuss with or disclose to any non-employee any confidential information or non-public information about any company, whether the company is an invested company or one about which UBS Global AM may have information because of a special transaction or relationship

o treat as confidential all non-public documents and materials, whether generated by an invested company, a company UBS Global AM is researching, UBS Global AM itself, or another entity with a special relationship with UBS Global AM. Non-public documents should be placed in files overnight and not left unattended in meeting rooms or any work space if they might be seen by visitors to the office

o not permit visitors to walk through the offices unattended or to make use of unoccupied offices which may contain non-public information. All visitors who wish to work in UBS Global AM's offices or to make telephone calls should be directed to the reception area or an unoccupied meeting room

o not discuss confidential matters in public places. Similarly, papers relating to confidential matters should not be displayed in public places

o hold telephone conversations regarding confidential matters privately and

o before trading, think about whether you may have relevant confidential information. If you believe that you may have, you should not trade the securities in questions or communicate the information inside or outside UBS Global AM (other than as permitted above) and should immediately contact Compliance, who will review the issue and determine whether trades may be made and information may be communicated (refer to inside information provisions in Conduct of Business and Market Abuse)

Use of UBS Global AM assets

UBS Global AM provides workstations, telephones, personal computers and other equipment to assist employees in the performance of their work. While limited personal use may be made of these assets, such use must not interfere with UBS Global AM's business and the privilege for such use may be terminated at any time. Use of PC's (including use on the Internet, intranet and for email) and telephones may be subject to monitoring for security, supervisory and/or network management reasons. Employees should not have any expectation of privacy for their Internet, email or other personal computer usage.

The use of any employment-related tools (including computer hardware, software and telephone systems) for other than legitimate business activities is prohibited. All employees are obligated to use proper care to prevent unauthorized access to UBS Global AM's data, the introduction of any computer related virus or any breach of secured information lines. Further rules on the use of corporate assets, and specifically on access to the Internet and email facilities can be found in the Security Policy contained in this Manual.

Outside business interests

Employees must ensure that they do not have outside business interests which conflict with their employment, or raise actual, potential or perceived conflicts of interest. Information about outside business interests may also be required for statutory or regulatory purposes.

If you have, or are contemplating, an outside business interest or employment you should consult HR and Compliance, who must approve such activities in advance. The following rules and procedures apply to all outside business interests ;

o all new employees are required to complete a mandate notification form which is available from HR. This requires all business interests, external employment and personal security investments to be listed

o any changes to business interests or external employment must also be approved using the same form and procedure

o if an employee is asked to take up a position with a party with whom UBS Global AM already has an existing relationship, and the position is offered as a result of the employee's employment, then any fees or remuneration received as a result, may be required to be surrendered to UBS Global AM

o employees will be encouraged to take up charitable activities providing that these do not conflict with the employee's duties to UBS Global AM, and that they are disclosed in accordance with these rules

o all outside business interests must be reported to Compliance in the prescribed format

Fraud

Employees are reminded that in instances where they suspect an act of fraud has taken or it is taking place or has taken place it remains their responsibility to immediately report such suspicions to Compliance who will assess what action to take under the circumstances. It is imperative that any suspicions/ information be restricted to individuals on a need to know basis. If you are in any doubt as to actions you are required to take, please contact Compliance immediately. Compliance will inform UBS Global AM's Professional Indemnity insurers of any fraud/attempted fraud.

UBS Global AM Policy on "Whistleblowing"

The Public Interest Disclosure Act 1998 (PIDA)

The PIDA is often known as "whistleblowing" legislation and has been introduced to enable workers to highlight concerns, which are in the public interest, by protecting them from victimisation by their employer. Firms are required to have formal procedures for employees to report their concerns.

UBS Global AM encourages all staff to report any such concerns directly to their line manager. In the absence of their line manager or in situations where an individual feels unable to report to their line manager, then they should report their concerns to the Head of Compliance or Human Resources who will then deal with them accordingly. All such contact will be made in confidence.

A report of a concern either internally or externally is known as a "qualifying disclosure" under the Act. A qualifying disclosure is one that, in the reasonable belief of the worker, suggests that one or more of the following has been, is being, or is likely to be committed:

o a criminal offence

o a failure to comply with any legal obligation

o a miscarriage of justice

o the putting of the health and safety of any individual in danger

o damage to the environment; or

o deliberate concealment relating to any of the above.

In conjunction with the PIDA the FSA have also introduced a "whistleblowing" hotline. If an employee is concerned about something that is relevant to the functions of the FSA and, after disclosure internally (which is encouraged by both the PIDA and FSA), he/she is concerned with either the response or lack of response; or feels unable to discuss their concern internally, then direct contact to the FSA can be made.

Some useful contact numbers:-

FSA direct whistleblowing tel. no./email: 020 7676 9200 / whistle@fsa.gov.uk

Public Concern at Work
(independent charity) tel. no./email: 020 7404 6609/ www.pcaw.co.uk

FRESCO ACCESS PERSONS

I Introduction

Certain employees of UBS Global Asset Management ("UBS Global AM") are so closely involved with the investment management and administration of the US Fresco funds that they are required to comply with additional restrictions and requirements (as set out below) relating to all their Personal Dealing activities over and above those contained on page 12 of UBS Global AM's Compliance Manual.

The persons who are required to adhere to these additional provisions are deemed to be "Access Persons" in relation to the funds.

The current Fresco Access Persons are:

TBA

The list of Access Persons will be reviewed by the Compliance Department on a regular basis or in response to staff changes.

II Prohibited Transactions

Access Persons must comply with the following in relation to all their Personal Account Transactions:

1. Access Persons shall not purchase or sell a security within three days after the funds trade in the same (or a related) security. Any trades within the prescribed period must be unwound and any gain must be relinquished.

2. Access Persons who purchase a security within seven days before the funds buy the same (or a related) security shall be prohibited from selling that security for a period of six months from the date of the trade. Any gain from a sale of such a security within the prescribed six-month period shall be relinquished.

3. Access Persons who sell a security within seven days before the funds sell in the same (or a related) security must relinquish the difference between the Access Person's sale price (if higher) and the fund's sale price.

4. Access Persons shall not purchase any securities in a private placement, without prior written approval of the Compliance Officer or a designated member of the Compliance Department. Any Person authorized to purchase securities in a private placement shall disclose to the Compliance Officer that investment if they play a part in any fund's subsequent consideration of an investment in the issuer. In such circumstances, the funds' decision to purchase securities of the issuer shall be subject to independent review by the Compliance Department.

5. Access Persons shall require prior approval of the compliance department before participating in any Initial Public Offering to ensure that no conflict exists with Fresco business.

6. No Access Person shall profit in the purchase and sale, or sale and purchase, of the same (or related) securities within a period of 60 calendar days. Any profits realised on such short-term trades shall be relinquished.

In addition no Access Person shall serve on the board of directors of any publicly traded company without prior authorization of the President or Chairman of UBS Global Asset Management International Inc. Any such authorization shall be based upon a determination that the board service would be consistent with the interests of the Fresco funds and their shareholders.

III Reporting

1. Every Access Person shall disclose to the Compliance Department all Personal securities holdings within ten days of commencement of employment (or within ten days of becoming an Access Person) and thereafter on an annual basis.

Initial Holdings Report must contain the following information:

o The title, number of shares and principal amount of each security;

o The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held as of the date the person became an Access Person; and

o The date that the report is submitted by the Access Person.

Annual Reports must contain the same information as listed above and must be current as of a date not more than 30 days before the report is submitted.

2. Every Access Person shall certify quarterly that:

i) they have read and understand the Personal Dealing rules and recognize that they are subject thereto;

ii) they have complied with the requirements of the Personal Dealing rules; and

iii) they have reported all Personal Account transactions required to be reported pursuant to the requirements of the Personal Dealing rules.

3. Reports shall be made not later than 10 days after the end of the calendar quarter in which the transaction to which the report related was effected. Every Access Person shall be required to submit a report for all periods, including those periods in which no Personal Account transactions were effected. The report shall contain the following information:

i) the date of the transaction, the title and the number of shares, and the principal amount of each security involved:

ii) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

iii) the price at which the transaction was effected; and,

iv) the name of the broker, dealer or bank with or through whom the transaction was effected; and

v) the date the report is submitted by the Access Person

With respect to any account established by the Access Person in which any securities were held during the quarter:

o the name of the broker, dealer or bank with whom the Access Person established the account;

o the date the account was established; and

o the date the report is submitted by the Access Person.

4. Any such report may contain a statement that the report shall not be construed as an admission by the Person making such report that he or she has any direct or indirect beneficial ownership in the security to which the report relates.

5. Every Access Person shall supply to the Compliance Department, on a timely basis, duplicate copies of the confirmation of all Personal securities transactions and copies of all periodic statements for all securities accounts.

6. The Compliance Department shall notify each Access Person that he or she is subject to these reporting requirements, and shall deliver a copy of the Personal Dealing rules to each such Person upon request.

7. Every Access Person shall notify the Compliance Officer or designated member of the Compliance Department of any Personal conflict of interest relationship which may involve the funds and/or Fresco, such as the existence of any economic relationship between their transactions and securities held or to be acquired by any of the funds. Such notification shall occur in the pre-clearance process.

POWER OF ATTORNEY

I, Brian M. Storms, Chief Executive Officer and Trustee of Fresco Index Shares Trust, (the "Trust"), hereby constitute and appoint Amy R. Doberman, David M. Goldenberg, Cynthia Lo Bessette and Stuart Strauss, and each of them singly, my true and lawful attorneys, with full power to sign for me, in my name and in my capacity as Chief Executive Officer and Trustee of the Trust, the Registration Statements on Form N1-A and any and all amendments thereto, and all other documents, filed by the Trust with the Securities and Exchange Commission (the "SEC") under the Investment Company Act of 1940, as amended, and (as applicable) the Securities Act of 1933, as amended, and any and all instruments which such attorneys and agents, or any of them, deem necessary or advisable to enable the Trust to comply with such Acts, the rules, regulations and requirements of the SEC, the securities or Blue Sky laws of any state or other jurisdiction, any securities exchange, the CFTC, and the regulatory authorities of any foreign jurisdiction, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC and such other jurisdictions, and the undersigned hereby ratifies and confirms as his own act and deed any and all acts that such attorneys and agents, or any of them, shall do or cause to be done by virtue hereof. Any one of such attorneys and agents has, and may exercise, all of the powers hereby conferred.

      Signature                         Title                           Date
      ---------                         -----                           ----
/s/ Brian M. Storms       Chief Executive Officer and Trustee       August 19, 2002
Brian M. Storms

POWER OF ATTORNEY

I, Joseph A. La Corte, President and Trustee of Fresco Index Shares Trust, (the "Trust"), hereby constitute and appoint Amy R. Doberman, David M. Goldenberg, Cynthia Lo Bessette and Stuart Strauss, and each of them singly, my true and lawful attorneys, with full power to sign for me, in my name and in my capacity as President and Trustee of the Trust, the Registration Statements on Form N1-A and any and all amendments thereto, and all other documents, filed by the Trust with the Securities and Exchange Commission (the "SEC") under the Investment Company Act of 1940, as amended, and (as applicable) the Securities Act of 1933, as amended, and any and all instruments which such attorneys and agents, or any of them, deem necessary or advisable to enable the Trust to comply with such Acts, the rules, regulations and requirements of the SEC, the securities or Blue Sky laws of any state or other jurisdiction, any securities exchange, the CFTC, and the regulatory authorities of any foreign jurisdiction, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC and such other jurisdictions, and the undersigned hereby ratifies and confirms as his own act and deed any and all acts that such attorneys and agents, or any of them, shall do or cause to be done by virtue hereof. Any one of such attorneys and agents has, and may exercise, all of the powers hereby conferred.

      Signature                  Title                           Date
      ---------                  -----                           ----
/s/ Joseph A. La Corte     President and Trustee            August 19, 2002
Joseph A. La Corte

POWER OF ATTORNEY

I, Walter E. Auch, Trustee of Fresco Index Shares Trust, (the "Trust"), hereby constitute and appoint Amy R. Doberman, David M. Goldenberg, Cynthia Lo Bessette and Stuart Strauss, and each of them singly, my true and lawful attorneys, with full power to sign for me, in my name and in my capacity as Trustee of the Trust, the Registration Statements on Form N1-A and any and all amendments thereto, and all other documents, filed by the Trust with the Securities and Exchange Commission (the "SEC") under the Investment Company Act of 1940, as amended, and (as applicable) the Securities Act of 1933, as amended, and any and all instruments which such attorneys and agents, or any of them, deem necessary or advisable to enable the Trust to comply with such Acts, the rules, regulations and requirements of the SEC, the securities or Blue Sky laws of any state or other jurisdiction, any securities exchange, the CFTC, and the regulatory authorities of any foreign jurisdiction, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC and such other jurisdictions, and the undersigned hereby ratifies and confirms as his own act and deed any and all acts that such attorneys and agents, or any of them, shall do or cause to be done by virtue hereof. Any one of such attorneys and agents has, and may exercise, all of the powers hereby conferred.

      Signature                  Title                Date
      ---------                  -----                ----
/s/ Walter E. Auch              Trustee           August 19, 2002
Walter E. Auch

POWER OF ATTORNEY

I, Frank K. Reilly, Trustee of Fresco Index Shares Trust, (the "Trust"), hereby constitute and appoint Amy R. Doberman, David M. Goldenberg, Cynthia Lo Bessette and Stuart Strauss, and each of them singly, my true and lawful attorneys, with full power to sign for me, in my name and in my capacity as Trustee of the Trust, the Registration Statements on Form N1-A and any and all amendments thereto, and all other documents, filed by the Trust with the Securities and Exchange Commission (the "SEC") under the Investment Company Act of 1940, as amended, and (as applicable) the Securities Act of 1933, as amended, and any and all instruments which such attorneys and agents, or any of them, deem necessary or advisable to enable the Trust to comply with such Acts, the rules, regulations and requirements of the SEC, the securities or Blue Sky laws of any state or other jurisdiction, any securities exchange, the CFTC, and the regulatory authorities of any foreign jurisdiction, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC and such other jurisdictions, and the undersigned hereby ratifies and confirms as his own act and deed any and all acts that such attorneys and agents, or any of them, shall do or cause to be done by virtue hereof. Any one of such attorneys and agents has, and may exercise, all of the powers hereby conferred.

      Signature                  Title                Date
      ---------                  -----                ----
/s/ Frank K. Reilly             Trustee           August 19, 2002
Frank K. Reilly

POWER OF ATTORNEY

I, Edward M. Roob, Trustee of Fresco Index Shares Trust, (the "Trust"), hereby constitute and appoint Amy R. Doberman, David M. Goldenberg, Cynthia Lo Bessette and Stuart Strauss, and each of them singly, my true and lawful attorneys, with full power to sign for me, in my name and in my capacity as Trustee of the Trust, the Registration Statements on Form N1-A and any and all amendments thereto, and all other documents, filed by the Trust with the Securities and Exchange Commission (the "SEC") under the Investment Company Act of 1940, as amended, and (as applicable) the Securities Act of 1933, as amended, and any and all instruments which such attorneys and agents, or any of them, deem necessary or advisable to enable the Trust to comply with such Acts, the rules, regulations and requirements of the SEC, the securities or Blue Sky laws of any state or other jurisdiction, any securities exchange, the CFTC, and the regulatory authorities of any foreign jurisdiction, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC and such other jurisdictions, and the undersigned hereby ratifies and confirms as his own act and deed any and all acts that such attorneys and agents, or any of them, shall do or cause to be done by virtue hereof. Any one of such attorneys and agents has, and may exercise, all of the powers hereby conferred.

      Signature                  Title                Date
      ---------                  -----                ----
/s/ Edward M. Roob              Trustee          August 19, 2002
Edward M. Roob

SECRETARY'S CERTIFICATE

I, David M. Goldenberg, Secretary of the Fresco'sm' Index Shares Funds (the "Trust"), hereby certify that the following resolution was approved by a majority of the Board of Trustees of the Trust at a meeting held on August 19, 2002:

Resolved, that the appropriate officers of the Trust be, and each of them hereby is, authorized to file the Trust's Pre-Effective Amendment No. 1, in the name of an on behalf of the Trust, with the Securities and Exchange Commission.

In witness whereof, I have hereunto set my hand this September 10, 2002.

/s/ David M. Goldenberg
-----------------------------------
David M. Goldenberg
Secretary