GLOBAL CERTIFICATE OF BENEFICIAL INTEREST
-Evidencing-
Shares of Beneficial Interest
-in-
Fresco'sm' Dow Jones STOXX 50'sm' Fund,
a Series of Fresco'sm' Index Shares Funds
CUSIP Number: 35802T102

This is to certify that Cede & Co. is the owner and registered holder of this Certificate evidencing the ownership of all of the shares of beneficial interest (the "Shares"), par value $ 0.01 per share, of Fresco Dow Jones STOXX 50 Fund (the "Fund"), a series of Fresco Index Shares Funds (the "Trust"), a registered open-end investment company organized as a Massachusetts Business Trust under the terms of the Declaration of Trust (the "Declaration of Trust").

The Fund hereby grants and conveys all of right, title and interest in and to the Shares to the registered holder of this Certificate subject to and in pursuance of the Prospectus, all the terms, conditions and covenants of which are incorporated herein as if fully set forth at length.

The registered holder of this Certificate is entitled at any time upon tender of this Certificate to the Fund, endorsed in blank or accompanied by all necessary instruments of assignment and transfer in proper form, at its Quincy office in the Commonwealth of Massachusetts and, upon payment of any transaction fee disclosed in the Prospectus, any tax or other governmental charges, to receive on or before the seventh calendar day following the day on which such tender is made or, if such calendar day is not a Business Day, on the next succeeding Business Day following such calendar day, the Fund Securities, and any Cash Redemption Amount, each as defined in the Prospectus.

The holder hereof may be required to pay a charge specified in the Prospectus in connection with the issuance, transfer or interchange of this Certificate and any tax or other governmental charge that may be imposed in connection with the transfer, interchange or other surrender of this Certificate.

The holder of this Certificate, by virtue of the purchase and acceptance hereof, assents to and shall be bound by the terms of the Prospectus.

The Fund may deem and treat the person in whose name this Certificate is registered upon the books of the Fund as the owner hereof for all purposes and the Fund shall not be affected by any notice to the contrary.

This Certificate shall not become valid or binding for any purpose until properly executed by the Trust and manually countersigned by the Transfer Agent.

Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Trust or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is required by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OF OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co. has an interest herein.

IN WITNESS WHEREOF, the Trust, has caused this Certificate to be manually executed this 1st day of October, 2002, in its name by an authorized officer.

Fresco'sm' Dow Jones STOXX 50'sm' Fund, a Series of Fresco'sm' Index Shares Funds

By: /s/ Joseph La Corte
    ------------------------------------------------
    Joseph La Corte

State Street Bank and Trust Company, as Transfer Agent

By: /s/ Kelly Powers
    ------------------------------------------------
    Kelly Powers

GLOBAL CERTIFICATE OF BENEFICIAL INTEREST
-Evidencing-
Shares of Beneficial Interest
-in-

Fresco'sm' Dow Jones EURO STOXX 50'sm' Fund, a Series of Fresco'sm' Index Shares Funds CUSIP Number: 35802T201

This is to certify that Cede & Co. is the owner and registered holder of this Certificate evidencing the ownership of all of the shares of beneficial interest (the "Shares"), par value $ 0.01 per share, of Fresco Dow Jones EURO STOXX 50 Fund (the "Fund"), a series of Fresco Index Shares Funds (the "Trust"), a registered open-end investment company organized as a Massachusetts Business Trust under the terms of the Declaration of Trust (the "Declaration of Trust").

The Fund hereby grants and conveys all of right, title and interest in and to the Shares to the registered holder of this Certificate subject to and in pursuance of the Prospectus, all the terms, conditions and covenants of which are incorporated herein as if fully set forth at length.

The registered holder of this Certificate is entitled at any time upon tender of this Certificate to the Fund, endorsed in blank or accompanied by all necessary instruments of assignment and transfer in proper form, at its Quincy office in the Commonwealth of Massachusetts and, upon payment of any transaction fee disclosed in the Prospectus, any tax or other governmental charges, to receive on or before the seventh calendar day following the day on which such tender is made or, if such calendar day is not a Business Day, on the next succeeding Business Day following such calendar day, the Fund Securities, and any Cash Redemption Amount, each as defined in the Prospectus.

The holder hereof may be required to pay a charge specified in the Prospectus in connection with the issuance, transfer or interchange of this Certificate and any tax or other governmental charge that may be imposed in connection with the transfer, interchange or other surrender of this Certificate.

The holder of this Certificate, by virtue of the purchase and acceptance hereof, assents to and shall be bound by the terms of the Prospectus.

The Fund may deem and treat the person in whose name this Certificate is registered upon the books of the Fund as the owner hereof for all purposes and the Fund shall not be affected by any notice to the contrary.

This Certificate shall not become valid or binding for any purpose until properly executed by the Trust and manually countersigned by the Transfer Agent.

Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Trust or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is required by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OF OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co. has an interest herein.

IN WITNESS WHEREOF, the Trust, has caused this Certificate to be manually executed this 1st day of October, 2002, in its name by an authorized officer.

Fresco'sm' Dow Jones EURO STOXX 50'sm' Fund, a Series of Fresco'sm' Index Shares Funds

By: /s/ Joseph La Corte
    --------------------------------------------
    Joseph La Corte

State Street Bank and Trust Company, as Transfer Agent

By: /s/ Kelly Powers
    --------------------------------------------
    Kelly Powers

SUB-ADVISORY AGREEMENT

Agreement made as of September 10, 2002, between UBS GLOBAL ASSET MANAGEMENT (US) INC., a Delaware corporation ("UBS Global AM"), and UBS GLOBAL ASSET MANAGEMENT INTERNATIONAL LTD., a company incorporated under the laws of England and Wales ("Sub-Adviser").

RECITALS

(1) UBS Global AM has entered into an Investment Advisory Agreement, dated August 19, 2002 ("Management Agreement"), with Fresco'sm' Index Shares Funds ("Trust"), an open-end management investment company registered under the Investment Company Act of 1940, as amended ("1940 Act"), that is authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets (each such series being herein referred to as a "Fund", and collectively as the "Funds");

(2) The Trust intends to initially consist of two separate series, the Fresco'sm' Dow Jones STOXX 50'sm' Fund and the Fresco'sm' Dow Jones Euro STOXX 50'sm' Fund;

(3) Under the Management Agreement, UBS Global AM has agreed to provide certain investment advisory services to the Funds;

(4) The Management Agreement permits UBS Global AM to delegate certain of its duties as investment adviser thereunder to a sub-adviser;

(5) UBS Global AM desires to retain the Sub-Adviser to furnish certain investment advisory services with respect to the Funds; and

(6) The Sub-Adviser is willing to furnish such services;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, UBS Global AM and the Sub-Adviser agree as follows:

1. Appointment. UBS Global AM hereby appoints the Sub-Adviser as an investment sub-adviser with respect to the Funds for the period and on the terms set forth in this Agreement. The Sub-Adviser accepts that appointment and agrees to render the services herein set forth, for the compensation herein provided.

2. Duties as Sub-Adviser.

(a) Subject to the supervision of the Trust's Board of Trustees ("Board") and review by UBS Global AM, and any written guidelines adopted by the Board or UBS Global AM, the Sub-Adviser will provide a continuous investment program for the Funds, including investment research and management with respect to all securities and investments and cash equivalents in the Funds. The Sub-Adviser will determine, from time to time, what investments will be purchased, retained or sold by the Funds. The Sub-Adviser 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). The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions. The Sub-Adviser will provide services under this Agreement in accordance with each Fund's investment objectives, policies and restrictions as stated in the Trust's currently effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and 1940 Act, and any amendments or supplements thereto ("Registration Statement").

(b) The Sub-Adviser agrees that, in placing orders with brokers, it will seek to obtain the best net result in terms of price and execution; provided that, on behalf of any Fund, the Sub-Adviser may, in its discretion, use brokers who provide the Sub-Adviser with research, analysis, advice and similar services, and the Sub-Adviser 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 the Sub-Adviser'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 the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder, or any applicable exemptive orders. The Sub-Adviser 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 the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of a Fund and one or more other accounts advised by the Sub-Adviser, the 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. UBS Global AM recognizes that in some cases this procedure may adversely affect the results obtained for the Funds.

(c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to actions by the Sub-Adviser on behalf of the Funds, and will furnish the Board and UBS Global AM with such periodic and special reports as the Board or UBS Global AM reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that 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 that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records that it maintains for the Funds upon request by the Trust.

(d) At such times as shall be reasonably requested by the Board or UBS Global AM, the Sub-Adviser will provide the Board and UBS Global AM with economic and investment analyses and reports and make available to the Board and UBS Global AM any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers.

(e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities of the Funds and will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

3. Further Duties. In all matters relating to the performance of this Agreement, the Sub-Adviser will act in conformity with the Trust's Declaration of Trust, By-Laws and Registration Statement and with the written instructions and written directions of the Board and UBS Global AM; and will comply with the requirements of the 1940 Act and the Investment Advisers Act of 1940, as amended ("Advisers Act") and the rules under each, Subchapter M of the Internal Revenue Code of 1986, as amended ("Code"), as applicable to regulated investment companies; and all other federal and state laws and regulations applicable to the Trust and the Funds. UBS Global AM agrees to provide to the Sub-Adviser copies of the Trust's Declaration of Trust, By-Laws, Registration Statement, written instructions and directions of the Board and UBS Global AM, and any amendments or supplements to any of these materials as soon as practicable after such materials become available; and further agrees to identify to the Sub-Adviser, in writing, any broker-dealers that are affiliated with UBS Global AM (other than UBS PaineWebber Incorporated and UBS Global AM itself).

4. Expenses. During the term of this Agreement, the Sub-Adviser will bear all expenses incurred by it in connection with its services under this Agreement.

5. Compensation.

(a) For the services provided and the expenses assumed by the Sub-Adviser pursuant to this Agreement, UBS Global AM, not the Funds, will pay to the Sub-Adviser a sub-advisory fee equal to an annual flat fee of $17,500 for each Fund, plus an annual variable fee based on the average aggregate daily net assets of all Funds, in the aggregate, computed daily and paid monthly, at an annual rate of 0.0375% of average aggregate daily net assets on such assets up to $1.5 billion, 0.0275% of average aggregate daily net assets on the next $1.5 billion and 0.020% of average aggregate daily net assets over $3 billion.

(b) The fee shall be accrued daily and payable monthly to the Sub-Adviser on or before the last 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 that such period bears to the full month in which such effectiveness or termination occurs.

6. Limitation of Liability. The Sub-Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Funds, the Trust, its shareholders or by UBS Global AM in connection with the matters to which this Agreement relates, except a loss resulting 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. Nothing in this paragraph shall be deemed a limitation or waiver of any obligation or duty that may not by law be limited or waived.

7. Representations of Sub-Adviser. The Sub-Adviser represents, warrants and agrees as follows:

(a) The Sub-Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not

prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met and will seek to continue to meet, for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify UBS Global AM of the occurrence of any event that would disqualify the Sub-Adviser from serving as an investment adviser of an investment company pursuant to
Section 9(a) of the 1940 Act or otherwise.

(b) The Sub-Adviser has adopted a written code of ethics and appropriate procedures (collectively, "Code") pursuant to Rule 17j-1 under the 1940 Act. No less frequently than annually, the Sub-Adviser shall furnish the Board with a written report that (i) describes any issues arising under the Code since the last report to the Board, including information about material violations of the Code and sanctions imposed in response to the material violations; (ii) certifies that the Code adopted is reasonably necessary to prevent directors and employees, including access persons (as that term is defined under Rule 17j-1) from future violations of the Code; and (iii) provides a copy of the current Code, together with both a written description of all material changes to it and a written description of the Code's mechanisms for compliance with Rule 17j-1 and why the Sub-Adviser believes the Code is reasonably designed to meet the requirements of Rule 17j-1. Upon request, the Sub-Adviser agrees to assist UBS Global AM and the Board with all reasonable requests related to the Code, including providing assurances that it is complying with its obligations under Rule 17j-1, as it may be amended from time to time.

(c) The Sub-Adviser has provided UBS Global AM with a copy of its Form ADV, which, as of the date of this Agreement, is its Form ADV as most recently filed with the Securities and Exchange Commission ("SEC"), and promptly will furnish a copy of all amendments to UBS Global AM at least annually.

8. Services Not Exclusive. The services furnished by the Sub-Adviser hereunder are not to be deemed exclusive and the Sub-Adviser 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 the Sub-Adviser, who may also be a Trustee, 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.

9. Duration and Termination.

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

(b) Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from its effective date. Thereafter, if not terminated, this Agreement, with respect to each Fund, 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 Trustees, 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, this Agreement may be terminated at any time with respect to a Fund, 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 60 days' written notice to the Sub-Adviser. This Agreement may also be terminated, without the payment of any penalty, by UBS Global AM: (i) upon 120 days' written notice to the Sub-Adviser; (ii) upon material breach by the Sub-Adviser of any representations or warranties set forth in Paragraph 7 of this Agreement, if such breach has not been cured within a 20 day period after notice of such breach; or (iii) immediately if, in the reasonable judgment of UBS Global AM, the Sub-Adviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as financial insolvency of the Sub-Adviser or other circumstances that could adversely affect a Fund. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on 120 days written notice to UBS Global AM. This Agreement will terminate automatically in the event of its assignment or upon termination of the Advisory Agreement as it relates to a Fund.

10. 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 whom enforcement of the change, waiver, discharge or termination is sought. No amendment of this Agreement shall be effective until approved by a vote of a majority of the Independent Trustees.

11. Governing Law. This Agreement shall be construed in accordance with the 1940 Act and the laws of the State of New York, without giving effect to the conflicts of laws principles thereof. 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. 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," "net assets," "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 SEC by any rule, regulation or order. Where the effect of a requirement of the federal securities laws reflected in any provision of this Agreement is made less restrictive by a rule, regulation or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order. This Agreement may be signed in counterparts.

13. Notices. Any notice herein required is to be in writing and is deemed to have been given to the Sub-Adviser or UBS Global AM upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail - return receipt requested or by facsimile machine or a similar means of same day delivery which provides evidence of receipt (with a confirming copy by mail as set forth herein). All notices provided to UBS Global AM will be sent to the attention of Amy R. Doberman, General Counsel. All notices provided to the Sub-Adviser will be sent to the attention of the Company Secretary of the Sub-Adviser.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their duly authorized signatories as of the date and year first above written.

UBS GLOBAL ASSET MANAGEMENT (US) INC.

                                     51 West 52nd Street
Attest:                              New York, New York  10019-6114


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


                                     UBS GLOBAL ASEST MANAGEMENT INTERNATIONAL
                                     LTD.
                                     21 Lombard Street
                                     London EC3V 9AH
Attest:                              United Kingdom


By: /s/ David Hobbs                  By: /s/ Digby Armstrong
    ------------------------------       ------------------------------
    David Hobbs, Managing Director       Digby Armstrong, Executive Director

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.

---------------------------------------------------------------------------------------------------------------------------
                                               CREATION / REDEMPTION ORDER FORM
                                                 Fresco'sm' Index Shares Funds

CONTACT INFORMATION FOR ORDER EXECUTION:

Telephone Number: +1 888 500-6008
Facsimile Number: +1 617 985-9626

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

To be completed by the Authorized Participant:

Date: ______________________                   Time: _______________EST

Broker's Name: __________________________      Firm's Name: _____________________________

Authorized Participant Number: __________      PIN Number: ______________________________

Telephone Number: _______________________      Fax Number: ______________________________

----------------------------------------------------------------------------------------------------------------------------
                                                                     No. of    No. of Units   Designated Order Custom Basket
                Sub-Fund                      Creation   Redemption  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.


                          Authorization:
                                         ---------------------------------------
                                         Signature of Authorised Person

UBS GLOBAL ASSET MANAGEMENT, Principal Underwriter STATE STREET BANK AND TRUST, Transfer Agent

Information to be provided by PRINCIPAL UNDERWRITER OR TRANSFER AGENT:

Status of the Order:

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

[ ] Declined for the following reason: _______________________________________

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 the FTP data can be downloaded
FTP Download Rootpath =                    Rootpath for FTP downloadable data
------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------
      NAME              SPECIMEN SIGNATURE                E-MAIL CONTACT
--------------------------------------------------------------------------------

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

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


                                             [                         ]


                                             By:
                                                 -------------------------------

Date:

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, will be provided by the Principal Underwriter to each Participant from time to time at the e-mail address specified in Attachment B hereto.

SUBLICENSE AGREEMENT

This Sublicense Agreement (the "Sublicense Agreement"), dated as of August 19, 2002 is made by and among FRESCO Index Shares Funds (the "Sublicensee"), STOXX Limited (the "Licensor"), and UBS AG (the "Licensee" or "Sublicensor").

W I T N E S S E T H :

WHEREAS, pursuant to that certain License Agreement dated as of March 22, 2002 by and between Licensor and Licensee (the "License Agreement"), Licensor has granted Licensee a license to use certain intellectual property rights of Licensor and/or Dow Jones (as further defined in the License Agreement, the "Intellectual Property") in connection with the issuing, listing for trading, marketing and promotion of certain financial products (as further defined in the License Agreement, the "Products");

WHEREAS, Sublicensee wishes to issue, list for trading, market and/or promote, as the case may be, the Products and to use and refer to the Intellectual Property (limited to the indexes and trademarks listed on Appendix A hereto) in connection therewith; and

WHEREAS, all capitalized terms used herein shall have the meanings assigned to them in the License Agreement unless otherwise defined herein.

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

1. License. Pursuant to Section 1 of the License Agreement, Sublicensor hereby grants to Sublicensee a non-exclusive and non-transferable sublicense to use the Intellectual Property in connection with the issuance, trading, marketing and promotion of the Products.

2. The Sublicensee acknowledges that it has received and read a copy of the License Agreement and agrees to be bound by all the provisions thereof, including, without limitation, those provisions imposing any obligations on the Licensee (including, without limitation, the indemnification obligations in
Section 9, but only insofar as such obligations arise out of or relate to the Products to be issued by the Sublicensee, except to the extent that any such obligations are caused, directly or indirectly, by the negligence or willful misconduct of Licensee or its affiliates or any of their respective officers, directors, employees or agents), other than the obligation to pay the License Fees imposed by Section 3 of the License Agreement, which shall be paid by Licensee.

3. Sublicensee agrees that its obligations under the License Agreement pursuant to Section 2 of this Sublicense Agreement are as a principal and shall be unaffected by any defense or claim that Licensee may have against Licensor.

4. This Agreement shall be interpreted, construed and enforced in accordance with the laws of Switzerland without reference to or inclusion of the principles of choice of law or conflicts of law of that jurisdiction. It is the intent of the parties that the substantive law of Switzerland govern this Agreement and not the law of any other

jurisdiction incorporated through choice of law or conflicts of law principles. Each party agrees that any legal action, proceeding, controversy or claim between the parties arising out of or relating to this Agreement may be brought and prosecuted exclusively in the court of the Canton Zurich, and by execution of this Agreement each party hereto submits to the exclusive jurisdiction of such court and waives any objection it might have based upon improper venue or inconvenient forum.

5. The Sublicensee may use the Intellectual Property in connection with its name and its business 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 Sublicensee shall cease to use the Intellectual Property. In no event shall the Sublicensee use the Intellectual Property if an affiliate of Sublicensor no longer acts as investment adviser to Sublicensee. In the event that this Agreement shall no longer be in effect or an affiliate of Sublicensor no longer acts as investment adviser to Sublicensee, the Sublicensee shall use its best efforts to legally change its name by filing the required documentation with appropriate state and federal agencies and shall otherwise cease to use the Intellectual Property.

IN WITNESS WHEREOF, the parties hereto have executed this Sublicense Agreement as of the date first set forth above.

SUBLICENSEE

/s/  David M. Goldenberg
------------------------------
By: David M. Goldenberg
Title: Secretary

UBS AG

/s/ Albert Gnand
------------------------------
By: Albert Gnand
Title: Managing Director


/s/  Andreas T. Ito
------------------------------
By: Andreas T. Ito
Title: Associate Director

STOXX LIMITED

/s/ Scott Stark
------------------------------
By:  Scott Stark
Title:  Managing Director


/s/ Roger B. Bootz
------------------------------
By:  Roger B. Bootz
Title:  Regional Director

                                                Amount      Price       Shares
Funds                                         Purchased   Per Share   Purchased
-----                                         ---------   ---------   ---------
Fresco'sm' Dow Jones STOXX 50'sm' Fund         $50,000      $10.00      5,000
Fresco'sm' Dow Jones EURO STOXX 50'sm' Fund    $50,000      $10.00      5,000

UBS Global AM hereby acknowledges receipt of a purchase confirmation reflecting the purchase of the Shares, and the Trust hereby acknowledges receipt from UBS Global AM of funds in the amount of $100,000 in full payment of the Shares.

UBS Global AM understands that the Trust has filed with the Securities and Exchange Commission a Registration Statement which contains the prospectus describing the Trust and the Shares to be issued thereunder. By its signature hereto, the undersigned hereby acknowledges receipt of a copy of the Registration Statement.

2. Representations and Warranties. UBS Global AM hereby represents and warrants to the Trust as follows:

(a) It understands that the Trust has indicated to it that no federal or state agency has made any findings or determinations as to the fairness for investment, nor any recommendations or endorsement, of the Shares;

(b) It has such knowledge and experience of financial and business matters as will enable it to utilize the information made available to it in connection with the offering described in the Trust's Registration Statement, to evaluate the merits and risks of the prospective investment and to make an informed investment decision;

(c) It recognizes that the Trust has only recently been organized and has no financial or operating history and, further, that investment in the Trust involves certain risks related to the purchase of the Shares, and it acknowledges that it has suitable financial resources and anticipated income to bear the economic risk of such an investment;

(d) It is purchasing the Shares for its own account, for investment, in order to provide initial capital or "seed money," for each of the Funds and not with any intent to distribute or resell the Shares, either in whole or in part, and with no present intent to sell or otherwise dispose of the Shares, either in whole or in part;

(e) It will not sell the Shares purchased by it without registration of such Shares under the Securities Act of 1933, as amended, except in reliance upon an exemption therefrom;

(f) It has been furnished with, and has carefully read, this purchase agreement and the Registration Statement and such material documents relating to the Trust as its has requested and as have been provided to it by the Trust; and

(g) It has had the opportunity to ask questions of, and receive answers from, the Trust concerning each Fund and the terms of the offering.

IN WITNESS WHEREOF, the undersigned have executed this instrument as of October 9, 2002.

UBS Global Asset Management (US) Inc.

Fresco'sm' Index Shares Funds