BLDRS INDEX FUNDS TRUST (Form: 485BPOS, Received: 01/30/2009 15:52:03)

FILE NO. 333-84788

As filed with the Securities and Exchange Commission on January 30, 2009

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST EFFECTIVE AMENDMENT NO. 7

FORM S-6

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF

SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED

ON FORM N-8B-2


A.		Exact name of trust:
		BLDRS INDEX FUNDS TRUST BLDRS ASIA 50 ADR INDEX FUND BLDRS DEVELOPED MARKETS 100 ADR INDEX FUND BLDRS EMERGING MARKETS 50 ADR INDEX FUND BLDRS EUROPE 100 ADR INDEX FUND
B.		Name of depositor:
		Invesco PowerShares Capital Management LLC
C.		Complete address of depositor’s principal executive offices:
		Invesco PowerShares Capital Management LLC, 300 West Roosevelt Road, Wheaton, IL 60187
D.		Name and complete address of agent for service:
		H. Bruce Bond, President and Chief Executive Officer, Invesco PowerShares Capital Management LLC, 300 West Roosevelt Road, Wheaton, IL 60187
		Copy to:
		David M. Mahle, Jones Day, 222 East 41st Street, New York, NY 10017
		It is proposed that this filing will become effective immediately upon filing pursuant to paragraph (b) of Rule 485
E.		Title of securities being registered:
		An indefinite number of units of Beneficial Interest pursuant to Rule 24f-2 under the Investment Company Act of 1940.
F.		Proposed maximum aggregate offering price to the public of the securities being registered:
		Indefinite.
G.		Amount of filing fee:
		In accordance with Rule 24f-2, no fee was paid on January 2, 2009 in connection with the filing of the Rule 24f-2 Notice for the Trust’s most recent fiscal year.
H.		Approximate date of proposed sale to public:
		As soon as practicable after the Effective Date of the Registration Statement.
		It is proposed that this filing will become effective immediately upon filing pursuant to paragraph(b) of Rule 485

BLDRS INDEX FUNDS TRUST

Cross Reference Sheet

Pursuant To Regulation C

Under The Securities Act Of 1933, As Amended

(Form N-8b-2 Items Required By Instruction 1

As To Prospectus In Form S-6)


Form N-8B-2			Form S-6
Item Number			Heading in Prospectus

I Organization and General Information
	1.	(a) Name of Trust and Internal Revenue Service Employer Identification Number	Prospectus Front Cover
		(b) Title of securities issued	Prospectus Front Cover
	2.	Name, address and Internal Revenue Service Employer Identification Number of depositor	The Sponsor
	3.	Name, address and Internal Revenue Service Employer Identification Number of trustee	The Trustee
	4.	Name, address and Internal Revenue Service Employer Identification Number of principal underwriter	*
	5.	State of organization of Trust	Creation and Redemption of Shares
	6.	(a) Dates of execution and termination of Trust Agreement under which Trust organized	Essential Information as of September 30, 2008*; Termination of a Fund
		(b) Dates of execution and termination of Trust Agreement pursuant to which proceeds of securities held by Trustee	Same as set forth in 6(a)
	7.	Changes of name	*
	8.	Fiscal Year	*
	9.	Material Litigation	*

II General Description of the Trust and Securities of the Trust
	10.	(a) Registered or bearer securities	The Funds
		(b) Cumulative or distributive	Essential Information as of September 30, 2008*; Distributions to Beneficial Owners
		(c) Rights of holders as to withdrawal or redemption	Creation and Redemption of Shares; Book-Entry Only; Notices and Distributions
		(d) Rights of holders as to conversion, transfer, etc.	Same as set forth in 10(d)
		(e) Lapses or defaults in principal payments with respect to periodic payment plan certificates	*
		(f) Voting rights	Amendments to the Trust Agreement and Indenture; Termination of a Fund; The Trustee
		(g) Notice to holders as to change in:
		(1) Composition of Trust assets	*
		(2) Terms and conditions of Trust’s securities	Amendments to the Trust Agreement and Indenture
		(3) Provisions of Trust Agreement	Same as set forth in 10(g)(2)
		(4) Identity of depositor and trustee	The Trustee; The Sponsor
		(h) Consent of holders required to change:
		(1) Composition of Trust assets	*


Form N-8B-2			Form S-6
Item Number			Heading in Prospectus

		(2) Terms and conditions of Trust’s securities	Amendments to the Trust Agreement and Indenture
		(3) Provisions of Trust Agreement	Same as set forth in 10(h)(2)
		(4) Identity of depositor and trustee	The Sponsor; The Trustee
		(i) Other principal features of the securities	The Funds
	11.	Type of securities comprising units	Prospectus Front Cover; The Funds; The Portfolios; Creation and Redemption of Shares
	12.	Certain information regarding securities comprising periodic payment certificates	*
	13.	(a) Certain information regarding loads, fees, expenses and charges	Creation and Redemption of Shares; Expenses of a Fund
		(b) Certain information regarding periodic payment plan certificates	*
		(c) Certain percentages	Same as set forth in 13(a)
		(d) Reasons for certain differences in prices	*
		(e) Certain other loads, fees, or charges payable by holders	*
		(f) Certain profits receivable by depositor, principal underwriters, custodian, trustee or affiliated persons	The Portfolios
		(g) Ratio of annual charges and deductions to income	*
	14.	Issuance of Trust’s securities	The Funds; Book-Entry Only; Notices and Distributions
	15.	Receipt and handling of payments from purchasers	The Funds; Creation and Redemption of Shares
	16.	Acquisition and disposition of underlying securities	The Funds; Creation and Redemption of Shares; The Portfolios
	17.	(a) Withdrawal or redemption by holders	Same as set forth in 16
		(b) Persons entitled or required to redeem or repurchase securities	Same as set forth in 16
		(c) Cancellation or resale of repurchased or redeemed securities	Same as set forth in 16
	18.	(a) Receipt, custody and disposition of income	Distributions to Beneficial Owners
		(b) Reinvestment of distributions	*
		(c) Reserves or special funds	Same as set forth in 18(a)
		(d) Schedule of distributions	*
	19.	Records, accounts and reports	Distributions to Beneficial Owners; Expenses of a Fund; Book-Entry Only; Notices and Distributions
	20.	Certain miscellaneous provisions of Trust Agreement
		(a) Amendments	Amendments to the Trust Agreement and Indenture
		(b) Extension or termination	Same as set forth in 20(a)
		(c) Removal or resignation of trustee	The Trustee
		(d) Successor trustee	Same as set forth in 20(c)
		(e) Removal or resignation of depositor	The Sponsor


Form N-8B-2			Form S-6
Item Number			Heading in Prospectus

		(f) Successor depositor	Same as set forth in 20(e)
	21.	Loans to security holders	*
	22.	Limitations on liabilities	The Trustee; The Sponsor
	23.	Bonding arrangements	*
	24.	Other material provisions of Trust Agreement	*

III Organization, Personnel and Affiliated Persons of Depositor
	25.	Organization of depositor	The Sponsor
	26.	Fees received by depositor	*
	27.	Business of depositor	The Sponsor
	28.	Certain information as to officials and affiliated persons of depositor	Same as set forth in 27
	29.	Ownership of voting securities of depositor	Same as set forth in 27
	30.	Persons controlling depositor	*
	31.	Payments by depositor for certain services rendered to Trust	*
	32.	Payments by depositor for certain other services rendered to Trust	*
	33.	Remuneration of employees of depositor for certain services rendered to Trust	*
	34.	Compensation of other persons for certain services rendered to Trust	*

IV Distribution and Redemption of Securities
	35.	Distribution of Trust’s securities in states	Continuous offering of Shares
	36.	Suspension of sales of Trust’s securities	*
	37.	Denial or revocation of authority to distribute	*
	38.	(a) Method of distribution	Creation and Redemption of Shares of Creation Units; Continuous Offering of Shares; The Funds; Book-Entry Only; Notices and Distributions
		(b) Underwriting agreements	Continuous Offering of Shares; Creation and Redemption of Shares
		(c) Selling agreements	Same as set forth in 38(b)
	39.	(a) Organization of principal underwriter	The Sponsor
		(b) FINRA membership of principal underwriter	The Sponsor
	40.	Certain fees received by principal underwriters	*
	41.	(a) Business of principal underwriters	Continuous Offering of Shares
		(b) Branch offices of principal underwriters	*
		(c) Salesmen of principal underwriters	*
	42.	Ownership of Trust’s securities by certain persons	*
	43.	Certain brokerage commissions received by principal underwriters	*
	44.	(a) Method of valuation for determining offering price	The Portfolios; Determination of Net Asset Value
		(b) Schedule as to components of offering price	*


Form N-8B-2			Form S-6
Item Number			Heading in Prospectus

		(c) Variation in offering price to certain persons	*
	45.	Suspension of redemption rights	*
	46.	(a) Certain information regarding redemption or withdrawal valuation	Determination of Net Asset Value; Creation and Redemption of Shares
		(b) Schedule as to components of redemption price	*
	47.	Maintenance of position in underlying securities	The Funds; The Portfolios; Continuous Offering of Shares; Determination of Net Asset Value; Distributions to Beneficial Owners

V Information Concerning the Trustee or Custodian
	48.	Organization and regulation of trustee	The Trustee
	49.	Fees and expenses of trustee	Expenses of a Fund; Creation and Redemption of Shares
	50.	Trustee’s lien	Same as set forth in 49

VI Information Concerning Insurance of Holders of Securities
	51.	(a) Name and address of insurance company	*
		(b) Types of policies	*
		(c) Types of risks insured and excluded	*
		(d) Coverage	*
		(e) Beneficiaries	*
		(f) Terms and manner of cancellation	*
		(g) Method of determining premiums	*
		(h) Aggregate premiums paid	*
		(i) Recipients of premiums	*
		(j) Other material provisions of Trust Agreement relating to insurance	*

VII Policy of Registrant
	52.	(a) Method of selecting and eliminating securities from the Trust	The Funds; The Portfolios; Creation and Redemption of Shares; Determination of the Portfolio Deposit
		(b) Elimination of securities from the Trust	*
		(c) Policy of Trust regarding substitution and elimination of securities	Same as set forth in 52(a)
		(d) Description of any other fundamental policy of the Trust	*
		(e) Code of Conduct	Code of Conduct
	53.	(a) Taxable status of the Trust	Tax Status of the Trust
		(b) Qualification of the Trust as a regulated investment company	Same as set forth in 53(a)

VIII Financial and Statistical Information
	54.	Information regarding the Trust’s last ten fiscal years	*
	55.	Certain information regarding periodic payment plan certificates	*

PROSPECTUS

BLDRS ASIA 50 ADR INDEX FUND
BLDRS DEVELOPED MARKETS 100 ADR INDEX FUND
BLDRS EMERGING MARKETS 50 ADR INDEX FUND
BLDRS EUROPE 100 ADR INDEX FUND

January 30, 2009

The BLDRS Index Funds Trust (“Trust”) is a unit investment trust consisting of four (4) separate investment portfolios (each a “BLDRS Index Fund” or a “Fund” and collectively the “BLDRS Index Funds” or the “Funds”). The investment objective of each Fund is to provide investment results that correspond generally, before fees and expenses, to the price and yield performance of publicly traded Depositary Receipts in a particular geographic region or market represented by a specified relevant benchmark index compiled and published by The Bank of New York Mellon (formerly The Bank of New York) (each a “BNY Mellon ADR Index”). Invesco PowerShares Capital Management LLC (formerly PowerShares Capital Management LLC) is the Sponsor of the Trust and the Funds and The Bank of New York Mellon is the Trustee.

The units of beneficial interest of each Fund (“Shares”) are listed on The Nasdaq Stock Market, Inc. (“Nasdaq”). The Shares trade on Nasdaq at market prices that may differ to some degree from the Shares’ net asset value. Each Fund issues and redeems Shares on a continuous basis — at net asset value — only in a multiple of 50,000 Shares called a “Creation Unit,” principally in-kind for securities included in the relevant benchmark BNY Mellon ADR Index. EXCEPT WHEN AGGREGATED IN CREATION UNITS, SHARES ARE NOT REDEEMABLE SECURITIES OF A FUND.

Shares of each Fund are not guaranteed or insured by The Federal Deposit Insurance Corporation or any other agency of the U.S. government, nor are Shares deposits or obligations of any bank. Shares involve investment risks, including the loss of principal.

The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.

Sponsor: Invesco PowerShares Capital Management LLC

“BLDRS” and “Baskets of Listed Depositary Receipts”

are registered trademarks of The Bank of New York Mellon

ESSENTIAL INFORMATION AS OF SEPTEMBER 30, 2008*

Fractional

Number of

Undivided Interest

Net Asset

Shares

Represented by

Value per

Outstanding

Each Share

Share

Symbol

CUSIP

BLDRS Asia 50 ADR Index Fund:

3,050,000

1/3,050,000

25.39

ADRA

09348R102

BLDRS Developed Markets 100 ADR

Index Fund:

4,400,000

1/4,400,000

22.31

ADRD

09348R201

BLDRS Emerging Markets 50 ADR

Index Fund:

14,600,000

1/14,600,000

37.94

ADRE

09348R300

BLDRS Europe 100 ADR Index Fund:

1,200,000

1/1,200,000

22.10

ADRU

09348R409


Glossary:		All defined terms used in this Prospectus and page numbers on which their definitions appear are listed in the Glossary beginning on page 107


Sponsor:		Invesco PowerShares Capital Management LLC (“Invesco PowerShares”)


Distributor:		ALPS Distributors, Inc.

Trustee:		The Bank of New York Mellon

Licensor:		The Bank of New York Mellon

Depositary:		The Depository Trust Company (“DTC”)

Trust Agreement and Indenture:		Dated and Effective as of November 8, 2002 by and between the Sponsor and the Trustee.*

Beneficial Owner:		Owners of beneficial interests in Shares are referred to as “Beneficial Owners.”

Record Dates:		Quarterly, currently anticipated to be the Second (2nd) Business Day after the third (3rd) Friday in each of March, June, September and December.**

Dividend Payment Dates:		Quarterly, on the last Business Day of April, July, October and January.**


Fiscal Year:		October 1-September 30


Estimated Ordinary Operating Expenses of Each Fund:		30/100th of one percent (inclusive of Trustee’s annual fee of 6/100th of one percent to 10/100th of one percent) of the net asset value (“NAV”) of the relevant Fund.***

Valuation Time:		Closing time of the regular trading session on Nasdaq (ordinarily 4:00 p.m. New York time).

Business Day:		Any day that Nasdaq is open for business, or that the Funds are open for business as required by Section 22(e) of the Investment Company Act of 1940 (“1940 Act”).

Mandatory Termination Date:		If a Fund is terminated pursuant to the terms of the Trust Agreement and Indenture, the Mandatory Termination Date shall be the date on which the last security held by a Fund matures, is sold, is redeemed, or upon any other disposition as the case may be.


Discretionary Termination:		At the discretion of the Sponsor, a Fund may be terminated if at any time after three (3) years following the initial Portfolio Deposit such value is less than $350,000,000, adjusted for inflation.****

Calculation of the Composition of the Portfolio Deposit for Creation Units:		The Trustee, through the National Securities Clearing Corporation (“NSCC”), makes available on each Business Day, immediately prior to the opening of business on Nasdaq (currently 9:30 a.m., New York time), the list of the names and the required number of shares of each of the securities comprising a Fund’s relevant BNY Mellon ADR Index (each an “Index Security”) to be included in the current Portfolio Deposit (based on information at the end of the previous Business Day) for each Fund. Such Portfolio Deposit is applicable, subject to any adjustments, in order to effect creations and redemptions of Creation Units of a given Fund until such time as the next-announced composition of the Portfolio Deposit is made available.

Modification to the Trust Agreement and Indenture:		The Trust Agreement and Indenture for each Fund may be modified unilaterally by the Sponsor to effect certain changes, and may be otherwise modified by a vote of the Beneficial Owners of the outstanding Shares of the relevant Fund under certain circumstances.


*		The Trust Agreement and Indenture became effective and the initial deposit for each Fund was made on November 8, 2002 (“Initial Date of Deposit”).

**		See “Distributions to Beneficial Owners.”

***		See “Expenses of a Fund” and the “Trustee”

****		A Fund may also be terminated under other circumstances. See “Termination of a Fund.”

iii

THE FUNDS

Each Fund is an “index fund” that holds publicly-traded Depositary Receipts of non-U.S. companies in a particular geographic region or market represented by a specified relevant benchmark BNY Mellon ADR Index. The Shares of each Fund represent an undivided interest in the portfolio of Depositary Receipts held by each Fund. The Shares of each Fund are separate from the underlying securities that are represented by the Shares. Each Fund seeks to provide investment results that correspond generally, before fees and expenses, to the price and yield performance of its relevant benchmark BNY Mellon ADR Index. Each BNY Mellon ADR Index is developed by the Licensor from a universe of Depositary Receipts defined by The Bank of New York Mellon ADR IndexSM (“BNY Mellon ADR Composite Index”). Dow Jones & Company, Inc. (“Dow Jones”) acts as “index calculation agent” in connection with the calculation and dissemination of each BNY Mellon ADR Index and the free-float adjusted market capitalization methodology of Dow Jones is employed. See “Selection Criteria, Construction and Maintenance Standards for the BNY Mellon ADR Indexes.”

Depositary Receipts are negotiable U.S. securities that generally represent a non-U.S. company’s publicly traded equity or debt. Depositary Receipts are created when a broker purchases the non-U.S. company’s shares on that company’s home stock market and delivers those shares to the depositary’s local custodian bank, who then instructs the depositary bank, such as The Bank of New York Mellon, to issue Depositary Receipts. Depositary Receipts may also be purchased in the U.S. secondary trading market. Depositary Receipts may trade freely, just like any other security, either on an exchange, Nasdaq or in the over-the-counter market, and can be used to raise capital.

Indexing is an investment strategy for tracking, as closely as possible, the performance of a specified market benchmark, or “index.” An index is an unmanaged group of securities whose overall performance is used as a standard to measure the investment performance of a particular market. There are many types of indexes. Some represent entire markets — such as a U.S. or foreign country stock market. Other indexes cover market segments such as small-capitalization stocks or long-term bonds, or particular industries. An index fund holds all, or a representative sample, of the securities that make up its target index. Unlike actively managed funds, index (or “passively managed”) funds do not buy and sell securities based on research and analysis. Rather, index funds simply attempt to mirror what the target index does, for better or worse. An index fund does not always perform exactly like its target index. Like all investment companies, index funds have operating expenses and transaction costs. Market indexes do not, and therefore will usually have a slight performance advantage over funds that track them.

The Funds are designed for investors seeking a relatively low cost approach to investing and may be suitable for long-term investment in the market or market segment represented in the relevant benchmark BNY Mellon ADR Index. Shares of each Fund may also be used as an asset allocation tool or as a speculative trading instrument. The Shares have been designed to be tradable in a secondary market on Nasdaq on an intraday basis in lots of any size and to be created and redeemed principally in-kind in Creation Units at each day’s next calculated NAV. The Funds utilize a low cost “passive” or “indexing” investment approach to attempt to approximate the investment performance of their relevant benchmark BNY Mellon ADR Indexes.

The Shares provide investors with a security whose market value should approximate 1/15th the value of the relevant benchmark BNY Mellon ADR Index. Thus, for example, if the BNY Mellon ADR Index were at 750, investors might expect a Share to trade at approximately $50. Note, however, that the market price of a Share should also reflect its share of any current and undistributed dividends accumulated on the securities in such Fund’s portfolio and may also be affected by supply and demand, market volatility, investor sentiment and other factors. Therefore, over time, the market value of a Share may not approximate 1/15th the value of its relevant benchmark BNY Mellon ADR Index.

This prospectus provides information about the four Funds. The BLDRS Asia 50 ADR Index Fund seeks to track The BNY Mellon Asia 50 ADR Index ^SM ; The BLDRS Developed Markets 100 ADR Index Fund seeks to track The BNY Mellon Developed Markets 100 ADR Index ^SM ; The BLDRS Emerging Markets 50 ADR Index Fund seeks to track The BNY Mellon Emerging Markets 50 ADR Index ^SM and The BLDRS Europe 100 ADR Index Fund seeks to track The BNY Mellon Europe 100 ADR Index ^SM . Each Fund normally holds at least 95% of its total assets in Depositary Receipts that comprise its relevant benchmark BNY Mellon

ADR Index, and will seek to correspond generally, before fees and expenses, to the price and yield performance, of its relevant benchmark BNY Mellon ADR Index.

THE FUNDS, INDEXES AND TICKER SYMBOLS

BLDRS Asia 50 ADR Index Fund (Symbol: ADRA)

The BNY Mellon Asia 50 ADR Index includes 50 component Depositary Receipts as of September 30, 2008 representing the securities issued by 50 of the most actively traded companies from the Asian market having a free-float market capitalization ranging from over $3 billion to over $127 billion.

BLDRS Developed Markets 100 ADR Index Fund (Symbol: ADRD)

The BNY Mellon Developed Markets 100 ADR Index includes 100 component Depositary Receipts as of September 30, 2008 representing the securities issued by 100 of the most actively traded companies from international developed markets having a free-float market capitalization ranging from over $3 billion to over $194 billion.

BLDRS Emerging Markets 50 ADR Index Fund (Symbol: ADRE)

The BNY Mellon Emerging Markets 50 ADR Index includes 50 component Depositary Receipts as of September 30, 2008 representing the securities issued by 50 of the most actively traded companies from the emerging markets having a free-float market capitalization ranging from over $3 billion to over $57 billion.

BLDRS Europe 100 ADR Index Fund (Symbol: ADRU)

The BNY Mellon Europe 100 ADR Index includes 99 component Depositary Receipts as of September 30, 2008 representing the securities issued by 99 of the most actively traded companies from the European market having a free-float market capitalization ranging from over $490 million to over $194 billion.

RISKS OF INVESTING IN THE FUNDS

General Risks

Depositary Receipts. Each Fund holds the securities of non-U.S. and non-Canadian companies in the form of Depositary Receipts, New York shares and Global Shares. Depositary Receipts may not necessarily be denominated in the same currency as the underlying securities into which they may be converted. American Depositary Receipts (“ADRs”) are receipts typically issued by an American bank or trust company that evidence ownership of underlying securities issued by a foreign corporation. New York shares are typically issued by a company incorporated in the Netherlands and represent a direct interest in the company. Unlike traditional Depositary Receipts, New York share programs do not involve custody of the Dutch shares of the company. Global Depositary Receipts (“GDRs”) are receipts issued throughout the world that evidence a similar arrangement. ADRs and GDRs trade in foreign currencies that differ from the currency the underlying security for each ADR or GDR principally trades in. Global Shares are the actual (ordinary) shares of a non-U.S. company, which trade both in the home market and the U.S. ADRs, GDRs, New York shares, and Global Shares are collectively referred to as “Depositary Receipts.” Generally, ADRs, and New York shares in registered form, are designed for use in the U.S. securities markets. GDRs, in registered form, are tradable both in the United States and in Europe and are designed for use throughout the world. Global Shares are represented by the same share certificate in both the U.S. and the home market. Separate registrars in the United States and home country are maintained. In most cases, purchases occurring on a U.S. exchange would be reflected on the U.S. Registrar. Global Shares may also be eligible to list on exchanges in addition to the United States and home country. A Fund may hold unsponsored Depositary Receipts. The issuers of unsponsored Depositary Receipts are not obligated to disclose material information in the United States;

therefore, there may be less information available regarding such issuers and there may not be a correlation between such information and the market value of the Depositary Receipts.

Equity Risk. An investment in a Fund should be made with an understanding of the risks inherent in an investment in equity securities, including the risk that the financial condition of issuers may become impaired or that the general condition of the stock market may deteriorate (either of which may cause a decrease in the value of the securities held by a Fund (“Fund Securities”) and thus in the value of Shares). Equity securities and therefore Depositary Receipts are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change. These investor perceptions are based on various unpredictable factors, including expectations regarding government, economic, monetary and fiscal policies, inflation and interest rates, economic expansion or contraction, and global or regional political, economic and banking crises.

Currency Risk. The underlying securities of the Depositary Receipts in a Fund’s portfolio are usually denominated or quoted in currencies other than the U.S. dollar. Changes in foreign currency exchange rates affect the value of a Fund’s portfolio. Generally, when the U.S. dollar rises in value against a foreign currency, a security denominated in that currency loses value because the currency is worth fewer U.S. dollars. Conversely, when the U.S. dollar decreases in value against a foreign currency, a security denominated in that currency gains value because the currency is worth more U.S. dollars. This risk, generally known as “currency risk,” means that a strong U.S. dollar will reduce returns for U.S. investors while a weak U.S. dollar will increase those returns.

Foreign Market Risk. Since the underlying securities of the Depositary Receipts in a Fund’s portfolio trade on foreign exchanges at times when the U.S. markets are not open for trading, the value of the Depositary Receipts representing those underlying securities may change materially at times when the U.S. markets are not open for trading, regardless of whether there is an active U.S. market for Shares.

Liquidity Risk. Although the Depositary Receipts in the relevant benchmark BNY Mellon ADR Indexes are listed on a national securities exchange or Nasdaq there can be no assurance that a market for Depositary Receipts will be made or maintained or that any such market will be or remain liquid. The price at which a Fund’s securities may be sold and the value of a Fund’s Shares will be adversely affected if trading markets for the securities are limited or absent or if bid/ask spreads are wide.

Non-Diversification Risk. The Depositary Receipts of particular issuers, or of issuers in particular industries, may represent a large portion of a BNY Mellon ADR Index. If a Fund holds large positions in securities of a fewer number of issuers, a Fund is more susceptible to any single economic, political, market or regulatory event than an investment company that is more broadly diversified across issuers.

Indexing Risk. Each Fund is a unit investment trust registered under the 1940 Act and is not a managed fund. Traditional methods of investment management for a managed fund typically involve continuing evaluation and changes to a portfolio of securities on the basis of economic, financial and market analyses. The only purchases and sales that are made with respect to a Fund’s portfolio will be those necessary to create a portfolio that is designed to correspond generally, before fees and expenses, to the relevant benchmark BNY Mellon ADR Index to the extent practicable. Because no attempt is made to “manage” a Fund in the traditional sense, the adverse financial condition of an issuer will not be the basis for the sale of its securities from a Fund’s portfolio unless the issuer is removed from the relevant benchmark BNY Mellon ADR Index.

Changes to a Fund’s relevant benchmark BNY Mellon ADR Index may cause the Trustee to make corresponding portfolio adjustments. Some or all of the BNY Mellon ADR Indexes may have relatively high component turnover ratios that will require the Trustee to buy Index Securities or sell Portfolio Securities for the relevant Fund in order to create a portfolio that is designed to correspond generally, before fees and expenses, to the Fund’s relevant benchmark BNY Mellon ADR Index. If the composition of a BNY Mellon ADR Index changes frequently and thus the Trustee is required to buy Index Securities or sell Portfolio Securities frequently, there could be adverse tax consequences and other expenses to shareholders of such Fund. See “The Portfolios — Change to a BNY Mellon ADR Index” and “The Portfolios — Adjustments to Portfolios.”

Substitution Risk. While the Licensor often chooses a replacement company for the BNY Mellon ADR Composite Index with some characteristics in common with a company or companies removed from the index, a replacement company may have little in common with the company it replaces.

Foreign Limitation Risk. A Participating Party’s ability to acquire Deposit Securities may be limited if the creation of new Deposit Securities would cause any foreign ownership limits for the foreign securities underlying the Deposit Securities to be exceeded. If this were to happen, it is possible that a Participating Party’s ability to create Shares may be adversely affected.

Correlation Risk. The Sponsor believes that over time the correlation between each Fund’s performance and that of its relevant benchmark BNY Mellon ADR Index, before fees and expenses, will be 95% or better. A figure of 100% would indicate perfect correlation. A Fund’s return may not match the return of its relevant benchmark BNY Mellon ADR Index as a result of Fund expenses and other factors. For example, a rebalancing of a Fund’s holdings may at times be necessary to reflect changes in the composition of its relevant benchmark BNY Mellon ADR Index. Rebalancing will result in transaction and other costs and could result in the realization of capital gains or losses.

Investment Company Tax Diversification. Each Fund intends to maintain the required level of diversification so as to qualify as a “regulated investment company” for purposes of the Internal Revenue Code of 1986, as amended (“Code”), in order to avoid liability for federal income tax to the extent that its earnings are distributed to shareholders. Compliance with the diversification requirements of the Code could limit the ability of a Fund to meet its investment objective.

Fluctuation of Net Asset Value and Market Value. The NAV of the Shares will fluctuate with changes in the market value of the securities held in each Fund’s portfolio. The market prices of Shares will fluctuate in accordance with changes in NAV and supply and demand in the secondary market. The Sponsor cannot predict whether Shares will trade below, at or above their NAV. Price differences may be due, in large part, to the fact that supply and demand forces at work in the secondary trading market for Shares will be closely related, but not identical to, the same forces influencing the prices of the Depositary Receipts of the relevant benchmark BNY Mellon ADR Index trading individually or in the aggregate at any point in time. However, given that Shares can be created and redeemed in Creation Units, the Sponsor believes that large discounts or premiums to the NAV of Shares should not be sustained.

Trading Halts. Trading in Shares on Nasdaq may be halted due to market conditions or for reasons that, in the view of Nasdaq, make trading in Shares inadvisable. In addition, trading in Shares on Nasdaq is subject to trading halts caused by extraordinary market volatility pursuant to Nasdaq “circuit breaker” rules.

De-Listing from Nasdaq. There can be no assurance that the requirements of Nasdaq necessary to maintain the listing of Shares of any Fund will continue to be met or remain unchanged. Nasdaq may but is not required to remove the Shares of a Fund from listing if: (1) the Fund has more than 60 days remaining until termination and there are fewer than 50 Beneficial Owners of the Shares for 30 or more consecutive trading days; (2) the value of the relevant benchmark BNY Mellon ADR Index or portfolio of securities on which such Fund is based is no longer calculated or available; or (3) such other event will occur or condition exists that, in the opinion of Nasdaq, makes further dealings on Nasdaq inadvisable. In addition, Nasdaq will remove the Shares from listing and trading upon termination of a Fund.

Termination of a Fund. The Sponsor may direct the Trustee to terminate and liquidate a Fund if at any time three years following the Initial Date of Deposit such value is less than $350,000,000 as adjusted for inflation. The Trustee may also terminate a Fund upon the agreement of the Beneficial Owners of 66 2 / 3 % of the Fund’s outstanding Shares. The Trustee will terminate and liquidate a Fund if one of the following events occurs: (1) DTC is unwilling or unable to continue to perform its functions and a comparable replacement is unavailable; (2) NSCC no longer provides clearance services with respect to the Fund’s Shares, or the Trustee is no longer a participant in NSCC; (3) the Licensor ceases publishing the Fund’s relevant benchmark BNY Mellon ADR Index; (4) the License Agreement is terminated; (5) the Fund’s Shares are de-listed from Nasdaq; (6) the Sponsor resigns or is unable to perform its duties and the Trustee has not appointed a

successor and has not itself agreed to act as sponsor; (7) the Trustee resigns or is removed and no successor trustee is appointed; or (8) on the Mandatory Termination Date.

Upon the termination of a Fund, the Trustee will, within a reasonable time after the termination of the Fund, sell the Fund’s Securities and, after making provisions for the Fund’s liabilities, distribute the proceeds to the Beneficial Owners. See “Termination of a Fund.” In the event the process of terminating a Fund begins and until the date on which the Fund is terminated, the trading pattern of such Fund’s Shares could be negatively effected.

Risk Factors Specific to Each Fund

Each Fund is subject to the additional risks associated with concentrating its investments in companies in the market sector that its relevant benchmark BNY Mellon ADR Index targets. Additional Fund specific risks include:

BLDRS Asia 50 ADR Index Fund

Special Risks of Countries in the Asia Pacific Region. Certain of the risks associated with international investments are heightened for investments in these countries. For example, some of the currencies of these countries have experienced devaluations relative to the U.S. dollar, and adjustments have been made periodically in certain of such currencies. Certain countries, such as Indonesia, face serious exchange constraints. Jurisdictional disputes also exist, for example, between South Korea and North Korea. The Japanese economy and financial markets have experienced considerable difficulty since 1990. The Japanese stock market, as measured by the Tokyo Stock Price Index, has been volatile. Declines in the Tokyo stock market have made the country’s banks and financial institutions vulnerable because of their large share portfolios. Japanese banks have been left with large numbers of non-performing loans. The Japanese economy labors under a heavy government budget deficit and historically low interest rates. As a result of these factors, several high-profile bankruptcies of Japanese banks, brokerage firms and insurance companies have occurred. In addition, Hong Kong reverted to Chinese administration on July 1, 1997. The long-term effects of this reversion are not known at this time.

Emerging Markets Risk. The risks of foreign investments are usually much greater for emerging markets. Investments in emerging markets may be considered speculative. Emerging markets include those countries defined as “emerging” or “developing” by the World Bank, the International Finance Corporation or the United Nations. Emerging markets are riskier because they develop unevenly and may never fully develop. They are more likely to experience hyperinflation and currency devaluations, which adversely affect returns to U.S. investors. In addition, the securities markets in many of these countries have far lower trading volumes and less liquidity than developed markets. Because these markets are so small, they may be more likely to suffer sharp and frequent price changes or long term price depression due to adverse publicity, investor perceptions or the transactions of a few large investors. Traditional measures of investment value used in the United States, such as price to earnings ratios, may not apply to certain small markets, making it more difficult to value their securities.

Political Instability. Many emerging markets are in countries with histories of political instability and abrupt changes in policies. As a result, their governments are more likely to take actions that are hostile or detrimental to private enterprise or foreign investment than those of more developed countries. Certain emerging markets may also face other significant internal or external risks, including the risk of war, and ethnic, religious and racial conflicts. In addition, governments in many emerging market countries participate to a significant degree in their economies and securities markets, which may impair investment and economic growth.

BLDRS Developed Markets 100 ADR Index Fund

Movement of Developed Markets. As increased globalization of Developed Markets occurs, Developed Markets may tend to move in tandem with the U.S. market. This would cause values of Depositary Receipts

of issuers located in Developed Markets to rise and fall in tandem with securities issued by U.S. companies, and would reduce their asset allocation/diversification benefits for U.S. investors.

Japanese Market Risk. Certain of the risks associated with international investments are heightened for investments in Japan. The Japanese economy and financial markets have experienced considerable difficulty since 1990. The Japanese stock market, as measured by the Tokyo Stock Price Index, has been volatile. Declines in the Tokyo stock market have made the country’s banks and financial institutions vulnerable because of their large share portfolios. Japanese banks have been left with large numbers of non-performing loans. The Japanese economy labors under a heavy government budget deficit and historically low interest rates. As a result of these factors, several high-profile bankruptcies of Japanese banks, brokerage firms and insurance companies have occurred.

BLDRS Emerging Markets 50 ADR Index Fund

Emerging Markets Risk. The risks of foreign investments are usually much greater for emerging markets. Investments in emerging markets may be considered speculative. Emerging markets include those countries defined as emerging or developing by the World Bank, the International Finance Corporation or the United Nations. Emerging markets are riskier because they develop unevenly and may never fully develop. They are more likely to experience hyperinflation and currency devaluations, which adversely affect returns to U.S. investors. In addition, the securities markets in many of these countries have far lower trading volumes and less liquidity than developed markets. Because these markets are so small, they may be more likely to suffer sharp and frequent price changes or long term price depression due to adverse publicity, investor perceptions or the transactions of a few large investors. Traditional measures of investment value used in the United States, such as price to earnings ratios, may not apply to certain small markets, making it more difficult to value their securities.

BLDRS Europe 100 ADR Index Fund

Movement of European Markets. As increased globalization of the world’s markets occurs, European Markets may tend to move in tandem with the U.S. market. This would cause values of Depositary Receipts of issuers located in Europe to rise and fall in tandem with securities issued by U.S. companies, and would reduce their asset allocation/diversification benefits for U.S. investors.

BAR CHARTS AND TABLES

The bar chart on the next page entitled “Annual Total Return for the BLDRS Asia 50 ADR Index Fund” and the table on the next page entitled “Average Annual Total Returns (for periods ending December 31, 2008)” for the BLDRS Asia 50 ADR Index Fund (“Table”) provide some indication of the risks of investing in the BLDRS Asia 50 ADR Index Fund by showing the variability of the Fund’s returns based on net assets and comparing the Fund’s performance to the performance of the BNY Mellon Asia 50 ADR Index and the MSCI AC Asia Pacific Index. Past performance (both before and after tax) is not necessarily an indication of how the Fund will perform in the future.

The after-tax returns presented on the next page are calculated using the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your specific tax situation and may differ from those shown on the next page. After-tax returns are not relevant to investors who hold Shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

The total return in the bar chart on the next page, as well as the total and after-tax returns presented in the table, do not reflect Transaction Fees payable by those persons purchasing and redeeming Creation Units or brokerage commissions incurred by those persons purchasing and selling Shares in the secondary market. The total and after-tax returns may be reduced if they were to reflect Transaction Fees and brokerage commissions (see footnotes to the Table). The total and after-tax returns reflect contractual fee waivers agreed to by the Licensor and the Sponsor. Without these fee waivers, total and after-tax returns could be reduced.

The bar chart shows the performance of the BLDRS Asia 50 ADR Index Fund for each full calendar year since its inception on November 8, 2002. During the period shown on the next page (January 1, 2003 through December 31, 2008), the highest quarterly return for the BLDRS Asia 50 ADR Index Fund was 17.19% for the quarter ended June 30, 2003, and the lowest was (21.38)% for the quarter ended December 31, 2008.

For more information about Fund performance, including the premiums and discounts at which Shares trade, see the Fund website at www.InvescoPowerShares.com.

BLDRS ASIA 50 ADR INDEX FUND
GROWTH OF $10,000 INVESTMENT
SINCE INCEPTION*


*		Past performance is not necessarily an indication of how the Fund will perform in the future.

Source: The Bank of New York Mellon

The bar chart on the next page entitled “Annual Total Return for the BLDRS Developed Markets 100 ADR Index Fund” and the table on the next page entitled “Average Annual Total Returns (for periods ending December 31, 2008)” for the BLDRS Developed Markets 100 ADR Index Fund (“Table”) provide some indication of the risks of investing in the BLDRS Developed Markets 100 ADR Index Fund by showing the variability of the Fund’s returns based on net assets and comparing the Fund’s performance to the performance of the BNY Mellon Developed Markets 100 ADR Index and the MSCI EAFE Index. Past performance (both before and after tax) is not necessarily an indication of how the Fund will perform in the future.

The total return in the bar chart on the next page, as well as the total and after-tax returns presented in the Table, do not reflect Transaction Fees payable by those persons purchasing and redeeming Creation Units or brokerage commissions incurred by those persons purchasing and selling Shares in the secondary market. The total and after-tax returns may be reduced if they were to reflect Transaction Fees and brokerage commissions. (see footnotes to the Table). The total and after-tax returns reflect contractual fee waivers agreed to by the Licensor and the Sponsor. Without these fee waivers, total and after-tax returns could be reduced.

The bar chart shows the performance of the BLDRS Developed Markets 100 ADR Index Fund for each full calendar year since its inception on November 8, 2002. During the period shown on the next page (January 1, 2003 through December 31, 2008), the highest quarterly return for the BLDRS Developed Markets 100 ADR Index Fund was 18.83% for the quarter ended December 31, 2003, and the lowest was (21.40)% for the quarter ended December 31, 2008.

For more information about Fund performance, including the premiums and discounts at which Shares trade, see the Fund website at www.InvescoPowerShares.com.

BLDRS Developed Markets 100 ADR Index Fund
GROWTH OF $10,000 INVESTMENT
SINCE INCEPTION*


*		Past performance is not necessarily an indication of how the Fund will perform in the future.

Source: The Bank of New York Mellon

The bar chart on the next page entitled “Annual Total Return for the BLDRS Emerging Markets 50 ADR Index Fund” and the table on the next page entitled “Average Annual Total Returns (for periods ending December 31, 2008)” for the BLDRS Emerging Markets 50 ADR Index Fund (“Table”) provide some indication of the risks of investing in the BLDRS Emerging Markets 50 ADR Index Fund by showing the variability of the Fund’s returns based on net assets and comparing the Fund’s performance to the performance of the BNY Mellon Emerging Markets 50 ADR Index and the MSCI Emerging Markets Index. Past performance (both before and after tax) is not necessarily an indication of how the Fund will perform in the future.

The bar chart shows the performance of the BLDRS Emerging Markets 50 ADR Index Fund for each full calendar year since its inception on November 8, 2002. During the period shown on the next page (January 1, 2003 through December 31, 2008), the highest quarterly return for the BLDRS Emerging Markets 50 ADR Index Fund was 24.14% for the quarter ended June 30, 2003, and the lowest was (27.41)% for the quarter ended December 31, 2008.

For more information about Fund performance, including the premiums and discounts at which Shares trade, see the Fund website at www.InvescoPowerShares.com.

BLDRS Emerging Markets 50 ADR Index Fund
GROWTH OF $10,000 INVESTMENT
SINCE INCEPTION*


*		Past performance is not necessarily an indication of how the Fund will perform in the future.

Source: The Bank of New York Mellon

The bar chart on the next page entitled “Annual Total Return for the BLDRS Europe 100 ADR Index Fund” and the table on the next page entitled “Average Annual Total Returns (for periods ending December 31, 2008)” for the BLDRS Europe 100 ADR Index Fund (“Table”) provide some indication of the risks investing in the BLDRS Europe 100 ADR Index Fund by showing the variability of the Fund’s returns based on net assets and comparing the Fund’s performance to the performance of the BNY Mellon Europe 100 ADR Index and the MSCI AC Europe Index. Past performance (both before and after tax) is not necessarily an indication of how the Fund will perform in the future.

The bar chart shows the performance of the BLDRS Europe 100 ADR Index Fund for each full calendar year since its inception on November 8, 2002. During the period shown on the next page (January 1, 2003 through December 31, 2008), the highest quarterly return for the BLDRS Europe 100 ADR Index Fund was 20.79% for the quarter ended December 31, 2003, and the lowest was (21.32%) for the quarter ended December 31, 2008.

For more information about Fund performance, including the premiums and discounts at which Shares trade, see the Fund website at www.InvescoPowerShares.com.

FEES AND EXPENSES

The expenses of each Fund are accrued daily and reflected in the NAV of each Fund. After reflecting contractual waivers and reductions, BLDRS Europe 100 ADR Index Fund currently is accruing ordinary operating expenses at an annual rate of 0.30%. See “Expenses of a Fund.”


							BLDRS
							Emerging
	BLDRS Asia			BLDRS Developed			Markets 50			BLDRS Europe
	50 ADR			Markets 100 ADR			ADR Index			100 ADR
	Index Fund			Index Fund			Fund			Index Fund

I. SHAREHOLDER TRANSACTION EXPENSES(a)
A. CREATION TRANSACTION FEE
Through NSCC(b)	$	500		$	1,000		$	500		$	1,000
Outside NSCC(b)	Up to $	2,000		Up to $	4,000		Up to $	2,000		Up to $	4,000
B. REDEMPTION TRANSACTION FEE Through NSCC(c)	$	500		$	1,000		$	500		$	1,000
Outside NSCC(c)	Up to $	2,000		Up to $	4,000		Up to $	2,000		Up to $	4,000
II. ESTIMATED ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets) (AS A PERCENTAGE OF AVERAGE NET ASSETS)
Trustee Fees(d)		0.10	%		0.10	%		0.09	%		0.10	%
License Fees(e)		0.06	%		0.06	%		0.06	%		0.06	%
Other Operating Expenses		0.07	%		0.05	%		0.01	%		0.18	%

Total		0.23	%		0.21	%		0.16	%		0.34	%

Less Expenses Waived by the Licensor(e)		0.00	%		0.00	%		0.00	%		(0.04	)%

Less Expenses Assumed by the Sponsor(e)		0.00	%		0.00	%		0.00	%		(0.00	)%

Net Expenses after Waivers and Assumptions(f)		0.23	%		0.21	%		0.16	%		0.30	%


(a)		Only investors purchasing or redeeming Shares in Creation Units will pay the transaction expenses described in Part I of the Fees and Expenses Table. Shareholders purchasing Shares in the secondary market will incur customary brokerage commissions and charges and may pay some or all of the spread between the bid and the offered price in the secondary market on each leg of a round trip (purchase and sale) transaction.

(b)		The creation transaction fee is the same regardless of the number of Creation Units being purchased pursuant to any one creation order. One Creation Unit consists of 50,000 Shares.

(c)		The redemption transaction fee is the same regardless of the number of Creation Units being redeemed pursuant to any one redemption order. One Creation Unit consists of 50,000 Shares.


(d)		The Trustee’s annual fee for each Fund ranges from 0.06% to 0.10% per year, based on average net assets of the relevant Fund. See “Fees and Expenses.” For the fiscal year ended September 30, 2008, the Trustee’s annual fee for each Fund, as a percentage of net assets of each Fund was 0.10%, with the exception of BLDRS Emerging Markets 50 ADR Index Fund which was 0.09%.


(e)		In the event a Fund’s ordinary operating expenses exceed 0.30% of its average net assets, until the Sponsor determines otherwise, the Sponsor has undertaken to reimburse such Fund for all ordinary operating expenses in excess of such amount, taking into account any waiver by the Licensor of its license fee. To the extent during such period that ordinary operating expenses of a Fund exceed such 0.30% amount, the Licensor will first waive licensing fees applicable to that Fund and if such waiver is insufficient, the Sponsor will thereafter reimburse that Fund for or assume such excess ordinary operating expenses.


(f)		Although certain of the Funds were not charged marketing expenses for the period ending September 30, 2008, these Funds may be charged marketing expenses in the periods subsequent to September 30, 2008, subject to the overall expense limitation.

Example of Expenses:

An investor would pay the following expenses on a $10,000 investment, assuming the estimated operating expense ratio of 0.30% set forth in “Fees and Expenses” section above for the fiscal year ended September 30, 2008, and for subsequent fiscal years, the absence of the Sponsor’s undertaking that each Fund’s ordinary operating expenses will not exceed 0.30% of the NAV of such Fund and an operating expense ratio of 0.34% of the NAV of the BLDRS Europe 100 ADR Index Fund; and a 5% annual return on investment throughout the periods for the Fund.

Cumulative Expenses Paid for Period of:


	1 Year		3 Years		5 Years		10 Years

BLDRS Europe 100 ADR Index Fund	$	31	$	105	$	187	$	427

The example above assumes the reinvestment of all dividends and distributions and utilizes a 5% annual rate of return as mandated by Securities and Exchange Commission (“SEC”) regulations applicable to mutual funds. Although each Fund is a unit investment trust rather than a mutual fund, this information is represented to permit a comparison of fees. The example should not be considered a representation of past or future expenses or annual rate of return; the actual expenses and annual rate of return may be more or less than those assumed for purposes of this example. Investors should also note that the presentation of a $10,000 investment is for illustration purposes only. Pursuant to an exemptive order obtained from the SEC, each Fund may reimburse the Sponsor for certain expenses relating to the printing and distribution of marketing materials describing its Shares and the relevant Fund, annual licensing fees and federal and state annual registration fees for the issuance of Shares up to 0.30% of the relevant Fund’s total assets.

See “Expenses of a Fund” in this Prospectus for additional information regarding expenses.

Cumulative Expenses Paid for Period of:


	1 Year		3 Years		5 Years		10 Years

BLDRS Asia 50 ADR Index Fund ²	$	24	$	75	$	130	$	294
BLDRS Developed Markets 100 ADR Index Fund ²	$	22	$	69	$	120	$	269
BLDRS Emerging Markets 50 ADR Index Fund ²	$	16	$	51	$	90	$	205
BLDRS Europe 100 ADR Index Fund ¹	$	31	$	97	$	169	$	380

The example above assumes the reinvestment of all dividends and distributions and utilizes a 5% annual rate of return as mandated by SEC regulations applicable to mutual funds. Although each Fund is a unit investment trust rather than a mutual fund, this information is represented to permit a comparison of fees. The example should not be considered a representation of past or future expenses or annual rate of return; the actual expenses and annual rate of return may be more or less than those assumed for purposes of this example. Investors should also note that the presentation of a $10,000 investment is for illustration purposes only. Pursuant to an exemptive order obtained from the SEC, each Fund may reimburse the Sponsor for certain expenses relating to the printing and distribution of marketing materials describing its Shares and the relevant Fund, annual licensing fees and federal and state annual registration fees for the issuance of Shares up to 0.30% of the relevant Fund’s total assets.

¹ An investor would pay the following expenses on a $10,000 investment, assuming the estimated operating expense ratio of 0.30% set forth in “Fees and Expenses” section above for the fiscal year ended September 30, 2008, and for subsequent fiscal years, the presence of the Sponsor’s undertaking that BLDRS Europe 100 ADR Index Fund’s ordinary operating expenses will not exceed 0.30% of the net asset value of such Fund, and a 5% annual return on investment throughout the periods for each Fund.
² For the BLDRS Asia 50 ADR Index Fund, the BLDRS Developed Markets 100 ADR Index Fund and the BLDRS Emerging Markets 50 ADR Index Fund, the actual expense ratios used in this example were the actual expense ratios for the year ending September 30, 2008.

THE BLDRS INDEX FUNDS TRUST

This annual report provides information about the four Funds. The BLDRS Asia 50 ADR Index Fund seeks to track The BNY Mellon Asia 50 ADR Index ^sm ; The BLDRS Developed Markets 100 ADR Index Fund seeks to track The BNY Mellon Developed Markets 100 ADR Index ^sm ; The BLDRS Emerging Markets 50 ADR Index Fund seeks to track The BNY Mellon Emerging Markets 50 ADR Index ^sm ; and The BLDRS Europe 100 ADR Index Fund seeks to track The BNY Mellon Europe 100 ADR Index ^sm . Each Fund will normally hold at least 95% of its total assets in American Depositary Receipts that comprise its relevant benchmark BNY Mellon ADR Index, and will seek to correspond generally, before fees and expenses, to the price and yield performance, of its relevant benchmark BNY Mellon ADR Index.

BLDRS Asia 50 ADR Index Fund

The BLDRS Asia 50 ADR Index Fund seeks to track The BNY Mellon Asia 50 ADR Index ^sm . The BNY Mellon Asia 50 ADR Index includes 50 component American Depositary Receipts as of September 30, 2008 representing the securities issued by 50 of the most actively traded companies from the Asian markets having a free-float market capitalization ranging from approximately $3 billion to over $127 billion.

BLDRS Developed Markets 100 ADR Index Fund

The BLDRS Developed Markets 100 ADR Index Fund seeks to track The BNY Mellon Developed Markets 100 ADR Index ^sm . The BNY Mellon Developed Markets 100 ADR Index includes 100 component American Depositary Receipts as of September 30, 2008 representing the securities issued by 100 of the most actively traded companies from the international developed markets having a free-float market capitalization ranging from approximately $3 billion to over $194 billion.

BLDRS Emerging Markets 50 ADR Index Fund

The BLDRS Emerging Markets 50 ADR Index Fund seeks to track The BNY Mellon Emerging Markets 50 ADR Index ^sm . The BNY Mellon Emerging Markets 50 ADR Index includes 50 component American Depositary Receipts as of September 30, 2008 representing the securities issued by 50 of the most actively traded companies from the international and emerging markets having a free-float market capitalization ranging from approximately $3 billion to over $57 billion.

BLDRS Europe 100 ADR Index Fund

The BLDRS Europe 100 ADR Index Fund seeks to track The BNY Mellon Europe 100 ADR Index ^sm . The BNY Mellon Europe 100 ADR Index includes 99 component American Depositary Receipts as of September 30, 2008 representing the securities issued by 99 of the most actively traded companies from the European markets having a free-float market capitalization ranging from approximately $490 million to over $194 billion.

Financial Statements and the related Report of Independent Registered Public Accounting Firm

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Sponsor, Trustee and the Unitholders of the BLDRS Index Funds Trust

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of the BLDRS Index Funds Trust (the “Trust”), comprising of the BLDRS Asia 50 ADR Index Fund, the BLDRS Developed Markets 100 ADR Index Fund, the BLDRS Emerging Markets 50 ADR Index Fund and the BLDRS Europe 100 ADR Index Fund (each a “Fund”), as of September 30, 2008, and the related statements of operations and changes in net assets for each of the three years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Trust’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of September 30, 2008, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each respective Fund constituting the BLDRS Index Funds Trust at September 30, 2008, the results of their operations and the changes in their net assets for each of the three years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

/s/

Ernst & Young LLP

New York, New York

January 26, 2009

Financial Statements and the related Report of Independent Registered Public Accounting Firm

BLDRS INDEX FUNDS TRUST

STATEMENTS OF ASSETS AND LIABILITIES

September 30, 2008


	BLDRS			BLDRS Developed
	Asia 50			Markets 100 ADR
	ADR Index Fund			Index Fund

Assets:
Investments in securities, at value (cost $92,312,608 and $132,023,759, respectively)	$	77,303,724		$	97,978,768
Cash		974,178			831,698
Dividends receivable		195,094			355,307
Receivable for units created		—			2,187,540

Total assets	$	78,472,996		$	101,353,313

Liabilities:
Payable for securities purchased	$	—		$	2,186,369
Distribution payable		837,395			808,425
Payable to Trustee		7,078			8,796
Payable to Licensor		30,232			39,790
Accrued expenses		170,243			133,216

Total liabilities		1,044,948			3,176,596

Net assets	$	77,428,048		$	98,176,717

Net assets represented by:
Paid in capital	$	95,374,595		$	134,387,107
Undistributed (distributions in excess of) net investment income		1,080,825			(188,656	)
Accumulated net realized loss on investments transactions		(4,018,488	)		(1,976,743	)
Net unrealized depreciation of investments		(15,008,884	)		(34,044,991	)

Net assets	$	77,428,048		$	98,176,717

Shares of beneficial interest outstanding, unlimited Shares authorized:
$.001 par value:		3,050,000			4,400,000

Net asset value per Share: (net assets/Shares of beneficial interest outstanding)	$	25.39		$	22.31

See accompanying notes to financial statements.

Financial Statements and the related Report of Independent Registered Public Accounting Firm

BLDRS INDEX FUNDS TRUST

STATEMENTS OF ASSETS AND LIABILITIES

September 30, 2008


	BLDRS Emerging			BLDRS
	Markets 50			Europe 100
	ADR Index Fund			ADR Index Fund

Assets:
Investments in securities, at value (cost $694,905,918 and $35,172,850, respectively)	$	552,814,352		$	26,508,786
Cash		4,502,020			180,583
Dividends receivable		1,779,812			116,654
Receivable for securities sold		—			15,022

Total assets	$	559,096,184		$	26,821,045

Liabilities:
Distribution payable	$	4,283,045		$	216,918
Payable to Trustee		47,056			2,522
Payable to Licensor		239,649			10,094
Accrued expenses		557,497			75,424

Total liabilities		5,127,247			304,958

Net assets	$	553,968,937		$	26,516,087

Net assets represented by:
Paid in capital	$	725,109,092		$	35,719,804
Undistributed (distributions in excess of) net investment income		637,523			(216,918	)
Accumulated net realized loss on investments transactions		(29,686,112	)		(322,735	)
Net unrealized depreciation of investments		(142,091,566	)		(8,664,064	)

Net assets	$	553,968,937		$	26,516,087

Shares of beneficial interest outstanding, unlimited Shares authorized: $.001 par value:		14,600,000			1,200,000

Net asset value per Share: (net assets/Shares of beneficial interest outstanding)	$	37.94		$	22.10

See accompanying notes to financial statements.

Financial Statements and the related Report of Independent Registered Public Accounting Firm

BLDRS ASIA 50 ADR INDEX FUND OF
THE BLDRS INDEX FUNDS TRUST

STATEMENTS OF OPERATIONS


	Year Ended September 30,
	2008			2007			2006

Investment income:
Dividend income*	$	2,173,612		$	2,377,837		$	1,530,075
Expenses:
Trustee fees		110,998			119,976			82,174
Marketing expenses		—			175,568			107,259
Licensing fees		66,415			72,847			49,330
SEC filing fees		500			8,075			5,642
Professional fees		60,999			47,195			50,124
Other fees and expenses		16,480			9,113			1,321

Total expenses		255,392			432,774			295,850
Less expenses waived by the Licensor		—			(72,847	)		(49,330	)

Net expenses		255,392			359,927			246,520

Net investment income		1,918,220			2,017,910			1,283,555

Realized and unrealized gain (loss) on investments:
Net realized gain (loss) on sales of investments		(3,657,910	)		1,707,786			29,021
Net realized gain on in-kind redemptions		5,011,162			4,323,236			6,417,295
Net change in unrealized appreciation/depreciation of investments		(36,864,119	)		17,179,543			(1,246,785	)

Net realized and unrealized gain (loss) on investments		(35,510,867	)		23,210,565			5,199,531

Net increase (decrease) in net assets resulting from operations	$	(33,592,647	)	$	25,228,475		$	6,483,086


*		Net of foreign taxes withheld of $191,144, $157,808 and $80,799 for the years ended September 30, 2008, 2007 and 2006, respectively.

See accompanying notes to financial statements.

Financial Statements and the related Report of Independent Registered Public Accounting Firm

BLDRS DEVELOPED MARKETS 100 ADR INDEX
FUND OF THE BLDRS INDEX FUNDS TRUST

STATEMENTS OF OPERATIONS


	Year Ended September 30,
	2008			2007			2006

Investment income:
Dividend income*	$	5,112,855		$	3,014,159		$	1,491,882
Expenses:
Trustee fees		151,989			109,507			52,325
Marketing expenses		—			152,134			50,138
Licensing fees		90,946			66,880			31,378
SEC filing fees		500			10,123			3,190
Professional fees		60,999			42,740			41,214
Other fees and expenses		18,378			14,017			10,108

Total expenses		322,812			395,401			188,353
Less expenses waived by the Licensor		—			(66,880	)		(31,378	)

Net expenses		322,812			328,521			156,975

Net investment income		4,790,043			2,685,638			1,334,907

Realized and unrealized gain (loss) on investments:
Net realized gain (loss) on sales of investments		(1,567,176	)		3,711,844			(948,483	)
Net realized gain on in-kind redemptions		9,852,530			5,108,943			1,638,012
Net change in unrealized appreciation/depreciation of investments		(56,660,055	)		13,400,542			5,133,512

Net realized and unrealized gain (loss) on investments		(48,374,701	)		22,221,329			5,823,041

Net increase (decrease) in net assets resulting from operations	$	(43,584,658	)	$	24,906,967		$	7,157,948


*		Net of foreign taxes withheld of $440,429, $377,707 and $188,154 for the years ended September 30, 2008, 2007 and 2006, respectively.

See accompanying notes to financial statements.

Financial Statements and the related Report of Independent Registered Public Accounting Firm

BLDRS EMERGING MARKETS 50 ADR INDEX FUND
OF THE BLDRS INDEX FUNDS TRUST

STATEMENTS OF OPERATIONS


	Year Ended September 30,
	2008			2007			2006

Investment income:
Dividend income*	$	17,983,210		$	10,602,940		$	6,795,886
Expenses:
Trustee fees		760,669			462,767			302,603
Marketing expenses		—			858,301			544,897
Licensing fees		494,055			282,150			181,795
SEC filing fees		6,350			25,969			3,109
Professional fees		60,999			47,195			40,959
Other fees and expenses		21,769			26,255			16,241

Total expenses		1,343,842			1,702,637			1,089,604
Less expenses waived by the Licensor		—			(282,150	)		(181,795	)

Net expenses		1,343,842			1,420,487			907,809

Net investment income		16,639,368			9,182,453			5,888,077

Realized and unrealized gain (loss) on investments:
Net realized loss on sales of investments		(30,235,526	)		(596,271	)		(1,054,055	)
Net realized gain on in-kind redemptions		135,233,031			26,999,724			34,602,813
Net change in unrealized appreciation/depreciation of investments		(357,862,929	)		202,115,293			1,335,904

Net realized and unrealized gain (loss) on investments		(252,865,424	)		228,518,746			34,884,662

Net increase (decrease) in net assets resulting from operations	$	(236,226,056	)	$	237,701,199		$	40,772,739


*		Net of foreign taxes withheld of $1,563,552, $1,092,673 and $583,290 for the years ended September 30, 2008, 2007 and 2006, respectively.

See accompanying notes to financial statements.

Financial Statements and the related Report of Independent Registered Public Accounting Firm

BLDRS EUROPE 100 ADR INDEX FUND
OF THE BLDRS INDEX FUNDS TRUST

STATEMENTS OF OPERATIONS


	Year Ended September 30,
	2008			2007			2006

Investment income:
Dividend income*	$	1,609,156		$	1,371,031		$	736,696
Expenses:
Trustee fees		44,750			44,669			24,750
Marketing expenses		—			31,206			—
Licensing fees		26,776			27,181			14,838
SEC filing fees		500			2,126			350
Professional fees		60,999			47,195			45,669
NASDAQ listing fee		10,000			—			—
Other fees and expenses		7,860			8,811			5,105

Total expenses		150,885			161,188			90,712
Less expenses waived by the Licensor		(16,682	)		(27,181	)		(14,838	)
Less expenses assumed by the Sponsor		—			—			(1,625	)

Net expenses		134,203			134,007			74,249

Net investment income		1,474,953			1,237,024			662,447

Realized and unrealized gain (loss) on investments:
Net realized gain (loss) on sales of investments		242,588			1,869,307			(690,109	)
Net realized gain on in-kind redemptions		3,947,389			—			3,546,226
Net change in unrealized appreciation/depreciation of investments		(19,005,219	)		7,703,178			260,342

Net realized and unrealized gain (loss) on investments		(14,815,242	)		9,572,485			3,116,459

Net increase (decrease) in net assets resulting from operations	$	(13,340,289	)	$	10,809,509		$	3,778,906


*		Net of foreign taxes withheld of $158,949, $178,969 and $98,938 for the years ended September 30, 2008, 2007 and 2006, respectively.

See accompanying notes to financial statements.

Financial Statements and the related Report of Independent Registered Public Accounting Firm

BLDRS ASIA 50 ADR INDEX FUND OF THE
BLDRS INDEX FUNDS TRUST

STATEMENTS OF CHANGES IN NET ASSETS


	Year Ended September 30,
	2008			2007			2006

Increase (decrease) in net assets:
Operations:
Net investment income	$	1,918,220		$	2,017,910		$	1,283,555
Net realized gain (loss) on investment transactions		1,353,252			6,031,022			6,446,316
Net change in unrealized appreciation/depreciation of investments		(36,864,119	)		17,179,543			(1,246,785	)

Net increase (decrease) in net assets resulting from operations		(33,592,647	)		25,228,475			6,483,086
Distributions to Unitholders from:
Net investment income		(1,886,018	)		(2,060,340	)		(1,257,748	)
Realized gain on investments		(869,706	)		—			—

Total distributions		(2,755,724	)		(2,060,340	)		(1,257,748	)

Unitholder transactions:
Proceeds from subscriptions of BLDRS Asia 50 ADR Index Fund Shares		8,661,147			25,925,178			69,936,560
Less redemptions of BLDRS Asia 50 ADR Index Fund Shares		(24,252,624	)		(13,454,710	)		(20,477,411	)

Increase (decrease) in net assets due to unitholder transactions		(15,591,477	)		12,470,468			49,459,149

Total increase (decrease)		(51,939,848	)		35,638,603			54,684,487
Net assets:
Beginning of period		129,367,896			93,729,293			39,044,806

End of period(a)	$	77,428,048		$	129,367,896		$	93,729,293


(a)		Includes undistributed net investment income of $1,080,825, $24,819 and $67,249 at September 30, 2008, 2007 and 2006, respectively.

See accompanying notes to financial statements.

Financial Statements and the related Report of Independent Registered Public Accounting Firm

BLDRS DEVELOPED MARKETS 100 ADR INDEX FUND
OF THE BLDRS INDEX FUNDS TRUST

STATEMENTS OF CHANGES IN NET ASSETS


	Year Ended September 30,
	2008			2007			2006

Increase (decrease) in net assets:
Operations:
Net investment income	$	4,790,043		$	2,685,638		$	1,334,907
Net realized gain on investment transactions		8,285,354			8,820,787			689,529
Net change in unrealized appreciation/depreciation of investments		(56,660,055	)		13,400,542			5,133,512

Net increase (decrease) in net assets resulting from operations		(43,584,658	)		24,906,967			7,157,948

Distributions to Unitholders from:
Net investment income		(4,528,854	)		(3,045,557	)		(1,375,148	)
Realized gain on investments		(3,780,896	)		—			—

Total distributions		(8,309,750	)		(3,045,557	)		1,375,148

Unitholder transactions:
Proceeds from subscriptions of BLDRS Developed Markets 100 ADR Index Fund Shares		11,684,209			114,130,255			26,540,700
Less redemptions of BLDRS Developed Markets 100 ADR Index Fund Shares		(51,935,778	)		(15,485,028	)		(5,376,994	)

Increase (decrease) in net assets due to unitholder transactions		(40,251,569	)		98,645,227			21,163,706

Total increase (decrease)		(92,145,977	)		120,506,637			26,946,506
Net assets:
Beginning of period		190,322,694			69,816,057			42,869,551

End of period(a)	$	98,176,717		$	190,322,694		$	69,816,057


(a)		Includes distributions in excess of net investment income of $(188,656), $(449,845) and $(89,926) at September 30, 2008, 2007 and 2006, respectively.

See accompanying notes to financial statements.

Financial Statements and the related Report of Independent Registered Public Accounting Firm

BLDRS EMERGING MARKETS 50 ADR INDEX FUND
OF THE BLDRS INDEX FUNDS TRUST

STATEMENTS OF CHANGES IN NET ASSETS


	Year Ended September 30,
	2008			2007			2006

Increase (decrease) in net assets:
Operations:
Net investment income	$	16,639,368		$	9,182,453		$	5,888,077
Net realized gain on investment transactions		104,997,505			26,403,453			33,548,758
Net change in unrealized appreciation/depreciation of investments		(357,862,929	)		202,115,293			1,335,904

Net increase in net assets resulting from operations		(236,226,056	)		237,701,199			40,772,739

Distributions to Unitholders from:
Net investment income		(15,401,987	)		(9,937,606	)		(5,489,387	)

Unitholder transactions:
Proceeds from subscriptions of BLDRS Emerging Markets 50 ADR Index Fund Shares		570,874,508			356,067,421			259,584,545
Less redemptions of BLDRS Emerging Markets 50 ADR Index Fund Shares		(515,631,963	)		(108,125,246	)		(243,518,262	)

Increase in net assets due to unitholder transactions		55,242,545			247,942,175			16,066,283

Total increase (decrease)		(196,385,498	)		475,705,768			51,349,635
Net assets:
Beginning of period		750,354,435			274,648,667			223,299,032

End of period(a)	$	553,968,937		$	750,354,435		$	274,648,667


(a)		Includes Undistributed (distributions in excess of ) net investment income of $637,523, $(1,014,583) and $(259,430) at September 30, 2008, 2007 and 2006, respectively.

See accompanying notes to financial statements.

Financial Statements and the related Report of Independent Registered Public Accounting Firm

BLDRS EUROPE 100 ADR INDEX FUND OF THE BLDRS
INDEX FUNDS TRUST

STATEMENTS OF CHANGES IN NET ASSETS


	Year Ended September 30,
	2008			2007			2006

Increase (decrease) in net assets:
Operations:
Net investment income	$	1,474,953		$	1,237,024		$	662,447
Net realized gain on investment transactions		4,189,977			1,869,307			2,856,117
Net change in unrealized appreciation/depreciation of investments		(19,005,219	)		7,703,178			260,342

Net increase (decrease) in net assets resulting from operations		(13,340,289	)		10,809,509			3,778,906

Distributions to Unitholders from:
Net investment income		(1,413,199	)		(1,236,505	)		(665,155	)
Realized gain on investments		(2,289,040	)		—			(10,739	)

Total distributions		(3,702,239	)		(1,236,505	)		(675,894	)

Unitholder transactions:
Proceeds from subscriptions of BLDRS Europe 100 ADR Index Fund Shares		5,635,538			18,459,072			17,160,130
Less redemptions of BLDRS Europe 100 ADR Index Fund Shares		(20,000,003	)		—			(19,023,153	)

Increase (decrease) in net assets due to unitholder transactions		(14,364,465	)		18,459,072			(1,863,023	)

Total increase/decrease		(31,406,993	)		28,032,076			1,239,989
Net assets:
Beginning of period		57,923,080			29,891,004			28,651,015

End of period(a)	$	26,516,087		$	57,923,080		$	29,891,004


(a)		Includes distributions in excess of net investment income of $(216,918), $(93,038) and $(93,557) at September 30, 2008, 2007 and 2006, respectively.

See accompanying notes to financial statements.

Financial Statements and the related Report of Independent Registered Public Accounting Firm

BLDRS INDEX FUNDS TRUST
FINANCIAL HIGHLIGHTS

BLDRS ASIA 50 ADR INDEX FUND


	Year Ended September 30,
	2008			2007			2006			2005			2004

Net asset value, beginning of period(4)	$	35.94		$	29.29		$	26.03		$	20.87		$	19.29
Investment operations:
Net investment income(1)(4)		0.56			0.55			0.45			0.44			0.32
Net realized and unrealized gain (loss) on investments(4)		(10.31	)		6.65			3.25			5.07			1.50

Total from investment operations		(9.75	)		7.20			3.70			5.51			1.82
Less distribution from:
Net investment income(4)		(0.56	)		(0.55	)		(0.44	)		(0.35	)		(0.24	)
Net realized gain on investments(4)		(0.24	)		—			—			—			—

Total distributions		(0.80	)		(0.55	)		(0.44	)		(0.35	)		(0.24	)

Net asset value, end of year		25.39			35.94			29.29			26.03			20.87

Total investment return(2)		(27.48	)%		24.70	%		14.03	%		26.63	%		9.45	%
Ratios and Supplemental data:
Net assets, end of year (000’s)	$	77,428		$	129,368		$	93,729		$	39,045		$	15,655
Ratios to average net assets:
Expenses before expenses waived and/or assumed		0.23	%		0.36	%		0.36	%		0.43	%		0.95	%
Expenses after expenses waived and/or assumed		0.23	%		0.30	%		0.30	%		0.30	%		0.30	%
Net investment income before expenses waived and/or assumed		1.74	%		1.60	%		1.50	%		1.81	%		0.86	%
Net investment income after expenses waived and/or assumed		1.74	%		1.66	%		1.56	%		1.94	%		1.51	%
Portfolio turnover rate(3)		7.49	%		21.98	%		9.71	%		14.89	%		17.16	%

The financial highlights summarize the impact of net investment income, net realized and unrealized gains and losses and distributions on a single share of the BLDRS Asia 50 ADR Index Fund outstanding for each period presented. Additionally, important relationships between certain financial statement items are expressed in ratio form.


(1)		Calculated using the average shares outstanding method.


(2)		Total return calculation assumes the reinvestment of dividends and capital gain distributions, if any, at net asset value. Total return excludes the effect of transaction fees connected to the creation and redemption of Creation Units and brokerage commissions incurred by purchasing and/or selling shares of the Fund in the secondary market. Currently, the Fund does not have a dividend reinvestment program.


(3)		Portfolio turnover excludes securities received or delivered from processing creations or redemptions of Fund Shares.


(4)		On July 10, 2006, there was a 3 for 1 stock split. Historical per-share amounts have been adjusted to reflect the 3 for 1 stock split on a retroactive basis.

See accompanying notes to financial statements.

Financial Statements and the related Report of Independent Registered Public Accounting Firm

THE BLDRS INDEX FUNDS TRUST
FINANCIAL HIGHLIGHTS — (Continued)

BLDRS DEVELOPED MARKETS 100 ADR INDEX FUND


	Year Ended September 30,
	2008			2007			2006			2005			2004

Net asset value, beginning of period(4)	$	32.81		$	26.85		$	23.82		$	19.84		$	16.78
Investment operations:
Net investment income(1)(4)		0.92			0.75			0.65			0.58			0.40
Net realized and unrealized gain (loss) on investments(4)		(9.84	)		5.96			3.03			3.93			3.06

Total from investment operations		(8.92	)		6.71			3.68			4.51			3.46
Less distributions from:
Net investment income(4)		(0.90	)		(0.75	)		(0.65	)		(0.53	)		(0.40	)
Net realized gains on investments(4)		(0.68	)		—			—			—			—

Total distributions		(1.58	)		(0.75	)		(0.65	)		(0.53	)		(0.40	)

Net asset value, end of year	$	22.31		$	32.81		$	26.85		$	23.82		$	19.84

Total investment return(2)		(28.24	)%		25.18	%		15.56	%		22.98	%		20.69	%
Ratios and Supplemental data:
Net assets, end of year (000’s)	$	98,177		$	190,323		$	69,816		$	42,870		$	5,951
Ratios to average net assets:
Expenses before expenses waived and/or assumed		0.21	%		0.35	%		0.36	%		0.47	%		1.58	%
Expenses after expenses waived and/or assumed		0.21	%		0.30	%		0.30	%		0.30	%		0.30	%
Net investment income before expenses waived and/or assumed		3.14	%		2.35	%		2.49	%		2.47	%		0.76	%
Net investment income after expenses waived and/or assumed		3.14	%		2.41	%		2.55	%		2.64	%		2.04	%
Portfolio turnover rate(3)		13.09	%		22.94	%		8.33	%		7.91	%		13.74	%

The financial highlights summarize the impact of net investment income, net realized and unrealized gains and losses and distributions on a single share of the BLDRS Developed Markets 100 ADR Fund outstanding for each period presented. Additionally, important relationships between certain financial statement items are expressed in ratio form.


(1)		Calculated using the average shares outstanding method.


(2)		Total return calculation assumes the reinvestment of dividends and capital gain distributions, if any, at net asset value. Total return excludes the effect of transaction fees connected to the creation and redemption of Creation Units and brokerage commissions incurred by purchasing and/or selling shares of the Fund in the secondary market. Currently, the Fund does not have a dividend reinvestment program.


(3)		Portfolio turnover excludes securities received or delivered from processing creations or redemptions of Fund Shares.


(4)		On July 10, 2006, there was a 3 for 1 stock split. Historical per-share amounts have been adjusted to reflect the 3 for 1 stock split on a retroactive basis.

See accompanying notes to financial statements.

Financial Statements and the related Report of Independent Registered Public Accounting Firm

THE BLDRS INDEX FUNDS TRUST
FINANCIAL HIGHLIGHTS — (Continued)

BLDRS EMERGING MARKETS 50 ADR INDEX FUND


	Year Ended September 30,
	2008			2007			2006			2005			2004

Net asset value, beginning of period(4)	$	52.84		$	32.31		$	27.23		$	18.00		$	15.94
Investment operations:
Net investment income(1)(4)		1.04			0.81			0.60			0.51			0.40
Net realized and unrealized gain (loss) on investments(4)		(14.98	)		20.53			5.07			9.17			2.53

Total from investment operations		(13.94	)		21.34			5.67			9.68			2.93
Less distributions from:
Net investment income(4)		(0.96	)		(0.81	)		(0.59	)		(0.45	)		(0.34	)
Realized gain on investments(4)		—			—			—			—			(0.53	)

Total distributions		(0.96	)		(0.81	)		(0.59	)		(0.45	)		(0.87	)

Net asset value, end of year	$	37.94		$	52.84		$	32.31		$	27.23		$	18.00

Total investment return(2)		(26.73	)%		66.50	%		20.76	%		54.38	%		18.48	%
Ratios and Supplemental data:
Net assets, end of year (000’s)	$	553,969		$	750,354		$	274,649		$	223,299		$	18,002
Ratios to average net assets:
Expenses before expenses waived and/or assumed		0.16	%		0.36	%		0.36	%		0.37	%		0.84	%
Expenses after expenses waived and/or assumed		0.16	%		0.30	%		0.30	%		0.30	%		0.30	%
Net investment income before expenses waived and/or assumed		2.03	%		1.89	%		1.89	%		2.19	%		1.75	%
Net investment income after expenses waived and/or assumed		2.03	%		1.95	%		1.95	%		2.26	%		2.29	%
Portfolio turnover rate(3)		10.67	%		14.38	%		2.64	%		25.53	%		16.46	%

The financial highlights summarize the impact of net investment income, net realized and unrealized gains and losses and distributions on a single share of the BLDRS Emerging Markets 50 ADR Index Fund outstanding for each period presented. Additionally, important relationships between certain financial statement items are expressed in ratio form.


(1)		Calculated using the average shares outstanding method.


(2)		Total return calculation assumes the reinvestment of dividends and capital gain distributions, if any, at net asset value. Total return excludes the effect of transaction fees connected to the creation and redemption of Creation Units and brokerage commissions incurred by purchasing and/or selling shares of the Fund in the secondary market. Currently, the Fund does not have a dividend reinvestment program.


(3)		Portfolio turnover excludes securities received or delivered from processing creations or redemptions of Fund Shares.


(4)		On July 10, 2006, there was a 4 for 1 stock split. Historical per-share amounts have been adjusted to reflect the 4 for 1 stock split on a retroactive basis.

See accompanying notes to financial statements.

Financial Statements and the related Report of Independent Registered Public Accounting Firm

THE BLDRS INDEX FUNDS TRUST
FINANCIAL HIGHLIGHTS — (Continued)

BLDRS EUROPE 100 ADR INDEX FUND


	Year Ended September 30,
	2008			2007			2006			2005			2004

Net asset value, beginning of period(4)	$	34.07		$	27.17		$	23.88		$	20.04		$	16.56
Investment operations:
Net investment income(1)(4)		0.99			0.85			0.68			0.56			0.46
Net realized and unrealized gain (loss) on investments(4)		(10.50	)		6.87			3.34			3.89			3.45

Total from investment operations		(9.51	)		7.72			4.02			4.45			3.91
Less distributions from:
Net investment income(4)		(0.98	)		(0.82	)		(0.72	)		(0.59	)		(0.43	)
Realized gain on investments(4)		(1.48	)		—			(0.01	)		(0.02	)		—

Total distributions		(2.46	)		(0.82	)		(0.73	)		(0.61	)		(0.43	)

Net asset value, end of year	$	22.10		$	34.07		$	27.17		$	23.88		$	20.04

Total investment return(2)		(29.72	)%		28.66	%		17.02	%		22.45	%		23.72	%
Ratios and Supplemental data:
Net assets, end of year (000’s)	$	26,516		$	57,923		$	29,891		$	28,651		$	9,017
Ratios to average net assets:
Expenses before expenses waived and/or assumed		0.34	%		0.36	%		0.37	%		0.69	%		1.12	%
Expenses after expenses waived and/or assumed		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%
Net investment income before expenses waived and/or assumed		3.27	%		2.67	%		2.61	%		2.08	%		1.54	%
Net investment income after expenses waived and/or assumed		3.31	%		2.73	%		2.68	%		2.48	%		2.36	%
Portfolio turnover rate(3)		15.85	%		18.92	%		6.87	%		8.43	%		11.91	%

The financial highlights summarize the impact of net investment income, net realized and unrealized gains and losses and distributions on a single share of the BLDRS Europe 100 ADR Index Fund outstanding for each period presented. Additionally, important relationships between certain financial statement items are expressed in ratio form.


(1)		Calculated using the average shares outstanding method.


(2)		Total return calculation assumes the reinvestment of dividends and capital gain distributions, if any, at net asset value. Total return excludes the effect of transaction fees connected to the creation and redemption of Creation Units and brokerage commissions incurred by purchasing and/or selling shares of the Fund in the secondary market. Currently, the Fund does not have a dividend reinvestment program.


(3)		Portfolio turnover excludes securities received or delivered from processing creations or redemptions of Fund Shares.


(4)		On July 10, 2006, there was a 3 for 1 stock split. Historical per-share amounts have been adjusted to reflect the 3 for 1 stock split on a retroactive basis.

See accompanying notes to financial statements.

Financial Statements and the related Report of Independent Registered Public Accounting Firm

BLDRS INDEX FUNDS TRUST

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2008


1.	Organization

BLDRS Index Funds Trust (the “Trust”) is a unit investment trust consisting of four separate investment portfolios; BLDRS Asia 50 ADR Index Fund (“Asia”), BLDRS Developed Markets 100 ADR Index Fund (“Developed Markets”), BLDRS Emerging Markets 50 ADR Index Fund (“Emerging Markets”) and BLDRS Europe 100 ADR Index Fund (“Europe”) (each a “Fund” and collectively the “Funds”), created under the laws of the State of New York and registered under the Investment Company Act of 1940. The Funds were created to provide investors with the opportunity to purchase units of beneficial interest in the Funds representing proportionate undivided interests in the portfolio of securities held by each respective Fund. The portfolios of the Funds consist of substantially all of the securities, in substantially the same weighting, as the component securities of The BNY Mellon Asia 50 ADR Index, The BNY Mellon Developed Markets 100 ADR Index, The BNY Mellon Emerging Markets 50 ADR Index and The BNY Mellon Europe 100 ADR Index, respectively.

Invesco PowerShares Capital Management, LLC (formerly PowerShares Capital Management, LLC) is the Sponsor of the Trust and The Bank of New York Mellon (formerly The Bank of New York) is the Trustee. Effective March 21, 2007, sponsorship the Trust was transferred to Invesco PowerShares Capital Management, LLC pursuant to a transaction agreement between Invesco PowerShares Capital Management, LLC and The Nasdaq Stock Market, Inc., the parent of the former sponsor, Nasdaq Global Funds, Inc.


2.	Significant Accounting Policies

The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosures. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Funds.

Security Valuation

Portfolio securities are valued at the closing sale price on the exchange or market where the security is primarily traded. Securities for which market quotations are not readily available are valued at fair value as determined by the Trustee in good faith based on available information. Factors considered by the Trustee when valuing securities in good faith are (a) the closing price for the security on another market on which the security is traded (unless the Trustee deems such price inappropriate as a basis for evaluation) or if there is no such appropriate closing price, at the closing bid price on such other market, (b) on current bid prices on the Nasdaq Stock Market or such other markets, (c) if bid prices are not available, on the basis of current bid prices for comparable securities, (d) by the Trustee appraising the value of the securities in good faith on the bid side of the market, or (e) by any combination thereof.

Investment Transactions

Investment transactions are recorded on trade date. Realized gains and losses from the sale or disposition of securities are recorded on a specific identification basis. Dividend income is recorded on the ex-dividend date. Dividends received by each Fund may be subject to withholding and other taxes imposed by foreign countries.

Distributions to Unitholders

The Funds declare and distribute dividends, if any, from net investment income to their unitholders quarterly. The Funds will distribute net realized capital gains, if any, at least annually.

Financial Statements and the related Report of Independent Registered Public Accounting Firm

BLDRS INDEX FUNDS TRUST

NOTES TO FINANCIAL STATEMENTS — (Continued)

Federal Income Tax

The Funds have qualified and intend to continue to qualify as “regulated investment companies” under Subchapter M of the Internal Revenue Code of 1986, as amended. By so qualifying, the Funds will not be subject to federal income taxes to the extent they distribute all of their investment company taxable income and any net realized capital gains, each fiscal year. In addition, by distributing each calendar year substantially all of their net investment income and capital gains, if any, the Funds will not be subject to federal excise tax. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

The Trust is subject to the provisions of FASB interpretation No. 48, Accounting for Uncertainties in Income Tax (FIN 48). Management has analyzed the Trust’s tax positions taken on its federal income tax return for all open tax years and has concluded that, as of September 30, 2008, no provision for income tax would be required in the Trust’s financial statements. The Trust files tax returns in the U.S. Federal jurisdiction and certain other jurisdictions. Generally a Trust is subject to examinations by such taxing authorities for up to three years after the filing of the return for the tax period.


3.	Federal Income Tax

At September 30, 2008, the following permanent differences were reclassified within the components of net assets of the Funds, primarily due to the tax treatment of in-kind transactions, the tax character of distributions, and utilization of earnings and profits distributed to shareholders on redemption of shares. These reclassifications had no effect on net assets of the Funds.


	Net Increase			Net (Decrease) to
	(Decrease) to			Accumulated Net
	Undistributed Net			Realized Gain on			Net Increase to
	Investment Income			Investment			Paid in Capital

Asia	$	1,023,804		$	(6,112,072	)	$	5,088,268
Developed Markets		—			(9,179,058	)		9,179,058
Emerging Markets		414,725			(132,696,986	)		132,282,261
Europe		(185,634	)		(3,400,120	)		3,585,754

Distributions during the fiscal years ended September 30, 2008, 2007 and 2006 were characterized for tax purposes as follows:


	Ordinary Income						Long-Term Capital Gains
	Year Ended September 30,						Year Ended September 30,
	2008		2007		2006		2008		2007		2006

Asia	$	1,211,392	$	2,060,340	$	1,257,748	$	1,544,332	$	—	$	—
Developed Markets		5,189,893		3,045,557		1,375,148		3,119,857		—		—
Emerging Markets		15,142,089		9,937,606		5,489,387		259,898		—		—
Europe		1,965,587		1,236,505		654,006		1,736,652		—		21,888

Financial Statements and the related Report of Independent Registered Public Accounting Firm

BLDRS INDEX FUNDS TRUST

NOTES TO FINANCIAL STATEMENTS — (Continued)

At September 30, 2008, the components of accumulated earnings/deficit on a tax basis were as follows:


			Net Unrealized
	Undistributed		Appreciation/			Accumulated Capital			Undistributed Long
	Ordinary Income		(Depreciation)			and Other Losses*			Term Capital Gain

Asia	$	1,918,220	$	(16,152,346	)	$	(2,875,026	)	$	—
Developed Markets		874,458		(35,597,939	)		(681,334	)		2,850
Emerging Markets		4,920,568		(151,503,959	)		(20,273,719	)		—
Europe		—		(8,818,799	)		(168,000	)		—


*		Amounts represent post October Capital Losses. Net capital losses incurred after October 31, 2007 and within the taxable year, are deemed to arise on the first day of the Funds’ next taxable year.


4.	Transactions with the Trustee, Licensor and Sponsor

The Funds pay the expenses of their operations, including Trustee fees, reimbursements to the Sponsor for expenses of the Sponsor relating to the marketing of the Funds and for payments to The Bank of New York Mellon (the “Licensor”) for a license to use the BNY Mellon Asia 50 ADR Index, BNY Mellon Developed Markets 100 ADR Index, BNY Mellon Emerging Markets 50 ADR Index and BNY Mellon Europe 100 ADR Index as a basis for determining the composition and weighting of securities held by each respective Fund. The Funds pay an annual licensing fee to the Licensor equal 6 / 100 of one percent (0.06%) of the average net assets of the Funds subject to waiver provisions discussed on the following page.

In accordance with the Trust Agreement, the Trustee maintains the Funds’ accounting records, acts as custodian and transfer agent to the Funds, and provides administrative services, including filing of all required regulatory reports. The Trustee is also responsible for determining the composition of the portfolios of securities, which must be delivered in exchange for the issuance of Creation Units of the Funds, and for adjusting the composition of each Fund’s portfolio from time to time to conform to changes in the compositions and/or weighting structure of the respective index.

For these services, the Trustee receives a fee from each Fund at the following annual rates:


		Fee as a Percentage of
Net Assets		Net Assets

$0 — $499,999,999*		10/100 of 1% per annum
$500,000,000 — $2,499,999,999*		8/100 of 1% per annum
$2,500,000,000 and above*		6/100 of 1% per annum


*		The fee indicated applies to that portion of the net assets of each Fund that falls in the size category indicated and is computed each business day on the basis of the net assets of the Fund on such day.

Marketing expenses, if any, for the fiscal years ended September 30, 2008, 2007 and 2006, represent expenses incurred by the Sponsor on behalf of the Funds and charged to the Funds, subject to the reimbursement provisions below.

The Sponsor had undertaken that on each day during the fiscal year ended September 30, 2008, and until determined otherwise, the ordinary operating expenses of the Funds as calculated by the Trustee would not be permitted to exceed an amount which is 30 / 100 of one percent (0.30%) per annum of the daily net asset value of each Fund. To the extent during such period that ordinary operating expenses of a Fund exceeded such 0.30% amount, the Licensor will first waive licensing fees applicable to the Fund and, if such waiver is insufficient, the Sponsor will thereafter reimburse the Fund for or assume such excess ordinary operating expenses. The Licensor and Sponsor may be repaid by the Funds for licensing fees so waived or expenses so reimbursed or

Financial Statements and the related Report of Independent Registered Public Accounting Firm

BLDRS INDEX FUNDS TRUST

NOTES TO FINANCIAL STATEMENTS — (Continued)

assumed respectively, in each case to the extent that subsequently during the fiscal year expenses fall below the 0.30% per annum level on any given day.

For the fiscal years ended September 30, 2008, 2007 and 2006, in the event when ordinary operating expenses incurred by the Fund exceeded the 0.30% per annum level and, accordingly, the Licensor waived and the Sponsor assumed the following expenses incurred by the Funds:


	Licence Fees Waived by Licensor						Expenses Assumed by the Sponsor
	Year Ended September 30,						Year Ended September 30,
	2008		2007		2006		2008		2007		2006

Asia	$	—	$	—	$	49,330	$	—	$	—	$	—
Developed Markets		—		—		31,378		—		—		—
Emerging Markets		—		—		181,795		—		—		—
Europe		16,682		27,181		14,838		—		—		1,625

ALPS Distributors, Inc. (the “Distributor”) is the distributor for the Trust. The Sponsor, not the Funds, pays the Distributor a flat annual fee of $20,000 for each Fund for its distribution services and the Funds do not reimburse the sponsor for such fees.


5.	Related Party Transactions

During the fiscal years ended September 30, 2008, 2007 and 2006, the Trust paid $314,764, $224,122, and $139,431 respectively, in commissions on trades to a related party, BNY ConvergEx Group. BNY ConvergEx is an affiliate of the Trustee.

Financial Statements and the related Report of Independent Registered Public Accounting Firm

BLDRS INDEX FUNDS TRUST

NOTES TO FINANCIAL STATEMENTS — (Continued)


6.	Transactions in Shares of the BLDRS Index Funds Trust

Transactions in shares are as follows:


	For The Year Ended September 30,
	2008			2007			2006
	Shares			Shares			Shares

Asia shares sold		250,000			800,000			800,000
Asia shares split*		—			—			2,300,000
Asia shares redeemed		(800,000	)		(400,000	)		(400,000	)


Net increase/decrease		(550,000	)		400,000			2,700,000

Developed Markets shares sold		400,000			3,700,000			600,000
Developed Markets shares split*		—			—			1,600,000
Developed Markets share redeemed		(1,800,000	)		(500,000	)		(200,000	)

Net increase/decrease		(1,400,000	)		3,200,000			2,000,000

Emerging Markets shares sold		10,950,000			8,550,000			3,050,000
Emerging Markets shares split**		—			—			7,050,000
Emerging Markets shares redeemed		(10,550,000	)		(2,850,000	)		(3,650,000	)

Net increase/decrease		400,000			5,700,000			6,450,000

Europe shares sold		200,000			600,000			350,000
Europe shares split*		—			—			600,000
Europe shares redeemed		(700,000	)		—			(250,000	)

Net increase/decrease		(500,000	)		600,000			700,000


*		Split 3 for 1 on July 10, 2006


**		Split 4 for 1 on July 10, 2006

The shares of the Funds are issued and redeemed only in Creation Unit size aggregations of 50,000 shares. Such transactions are only permitted on an in-kind basis, with a separate cash payment that is equivalent to the undistributed net investment income of the shares and a balancing cash component to equate the transaction to the net asset value of the shares on the transaction date.

The transaction fee in connection with creation or redemption of Creation Units through the BLDRS Asia 50 ADR Clearing Process, BLDRS Developed Markets 100 ADR Clearing Process, BLDRS Emerging Markets 50 ADR Clearing Process and BLDRS Europe 100 ADR Clearing Process is $10 per security “name” in the Portfolio Deposit or Redemption Payment, rounded up to the nearest $500 for Asia and Emerging Markets and to $1,000 for Developed Markets and Europe per participating party per day, regardless of the number of Creation Units purchased or redeemed on such day by the participating party. The total fee charged in connection with the creation or redemption of Creation Units outside the listed above Clearing Processes is four times the normal transaction cost of $500 ($2,000) and $1,000 ($4,000) per participating party per day.

Financial Statements and the related Report of Independent Registered Public Accounting Firm

BLDRS INDEX FUNDS TRUST

NOTES TO FINANCIAL STATEMENTS — (Continued)

Transaction fees are received by the Trustee and used to offset its expense of processing orders. For the fiscal years ended September 30, 2008, 2007 and 2006, the Trustee earned the following amounts in transaction fees:


	Transaction Fees Earned by Trustee
	Year Ended September 30,
	2008		2007		2006

Asia	$	5,000	$	5,000	$	5,500
Developed Markets		16,000		27,000		6,000
Emerging Markets		52,000		31,500		17,500
Europe		7,000		6,000		5,000

The Trustee, in its sole discretion, may voluntarily reduce or waive its fee, or modify the transaction fee schedule, subject to certain limitations. There were no such reductions or waivers for the fiscal years that ended September 30, 2008, 2007 or 2006.


7.	Investment Transactions

For the fiscal year ended September 30, 2008, the Funds had purchases and sales of investment securities, excluding securities received or delivered from processing creations or redemptions of the Funds’ shares, as follows:


	Purchases		Sales

Asia	$	8,303,810	$	9,158,315
Developed Markets		19,805,417		23,692,274
Emerging Markets		87,073,891		86,857,657
Europe		7,081,260		9,275,767

At September 30, 2008, the Funds’ cost of investments for federal income tax purposes and unrealized appreciation /(depreciation) was as follows:


								Net Unrealized
	Cost of		Gross Unrealized		Gross Unrealized			Appreciation/
	Investments		Appreciation		(Depreciation)			(Depreciation)

Asia	$	93,456,070	$	3,772,319	$	(19,924,665	)	$	(16,152,346	)
Developed Markets		133,576,707		206,322		(35,804,261	)		(35,597,939	)
Emerging Markets		704,318,311		2,990,507		(154,494,466	)		(151,503,959	)
Europe		35,327,585		172,921		(8,991,720	)		(8,818,799	)


8.	Representations and Indemnifications

In the normal course of business, the Funds enter into contracts that contain a variety of representations and warranties which provide general indemnifications. The Funds’ maximum exposure under these arrangements in unknown as this would involve future claims that maybe made against the Funds that have not yet occurred. However, based on experience, the Trust expects the risk of loss to be remote.


9.	Recent Accounting Pronouncement

On September 15, 2006, the FASB released Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“FAS 157”), which provides enhanced guidance for measuring fair value. The standard requires companies to provide expanded information about the assets and liabilities measured at fair value and the potential effect of these fair valuations on an entity’s financial performance. The standard does not expand the use of fair value in any new circumstances, but provides clarification on acceptable fair valuation methods

Financial Statements and the related Report of Independent Registered Public Accounting Firm

BLDRS Asia 50 ADR Index Fund
of the
BLDRS Index Funds Trust

Schedule of Investments
September 30, 2008


American Depositary Receipts	Shares		Value

Toyota Motor Corp.		105,152	$	9,022,042
Mitsubishi UFJ Financial Group, Inc.		767,970		6,712,058
BHP Billiton Ltd.		118,411		6,156,188
Honda Motor Co., Ltd.		129,022		3,884,852
Mizuho Financial Group, Inc.		408,304		3,560,411
Canon, Inc.		83,025		3,134,194
China Mobile Ltd.		58,857		2,947,559
Taiwan Semiconductor Manufacturing Co., Ltd.		311,131		2,915,297
Panasonic Corp.*		149,660		2,593,608
Westpac Banking Corp.		26,330		2,435,262
Sony Corp.		70,348		2,171,643
POSCO		20,162		1,882,526
NTT DoCoMo, Inc.		115,552		1,837,277
China Life Insurance Co., Ltd.		32,987		1,834,737
Nomura Holdings, Inc.		134,552		1,759,940
Hitachi Ltd.		23,525		1,632,400
Mitsui & Co., Ltd.		6,393		1,567,883
PetroChina Co., Ltd.		14,894		1,530,061
Nippon Telegraph & Telephone Corp.		63,542		1,430,330
Infosys Technologies Ltd.		40,322		1,343,126
CNOOC Ltd.		10,590		1,212,661
Nissan Motor Co., Ltd.		88,875		1,207,811
KB Financial Group, Inc.*		23,746		1,084,955
Kyocera Corp.		13,270		1,010,643
FUJIFILM Holdings Corp.		36,326		943,749
Shinhan Financial Group Co., Ltd.		13,070		931,368
China Petroleum & Chemical Corp.		11,846		927,897
Chunghwa Telecom Co., Ltd.		33,371		789,892
ICICI Bank Ltd.		29,071		683,750
Santos Ltd.		10,504		670,365
AU Optronics Corp.		52,253		593,594
Nidec Corp.		34,261		522,480
Telekomunikasi Indonesia Tbk PT		17,364		517,100
HDFC Bank Ltd.		6,046		513,608
Kubota Corp.		15,793		495,900
TDK Corp.		9,095		449,930
Korea Electric Power Corp.		35,164		435,682
SK Telecom Co., Ltd.		22,621		425,727

Financial Statements and the related Report of Independent Registered Public Accounting Firm

BLDRS Asia 50 ADR Index Fund
of the
BLDRS Index Funds Trust

Schedule of Investments — (Continued)

The securities of the BLDRS Asia 50 ADR Index Fund investment portfolio categorized by industry group, as a percentage of total investments at value, are as follows:


Industry Classification	Value		Percentage

Banks	$	14,990,044		19.39	%
Auto Manufacturers		14,114,705		18.26	%
Telecommunications		9,854,271		12.75	%
Mining		6,410,365		8.29	%
Home Furnishings		4,765,251		6.16	%
Oil & Gas		4,340,984		5.62	%
Semiconductors		3,168,265		4.10	%
Office/Business Equipment		3,134,194		4.06	%
Diversified Financial Services		2,691,308		3.48	%
Electronics		2,440,445		3.16	%
Iron/Steel		1,882,526		2.44	%
Electrical Components & Equipment		1,872,837		2.42	%
Insurance		1,834,737		2.37	%
Software		1,690,965		2.19	%
Distribution/Wholesale		1,567,883		2.03	%
Miscellaneous Manufacturers		943,749		1.22	%
Machinery-Diversified		495,900		0.64	%
Computers		449,930		0.58	%
Electric		435,682		0.56	%
Internet		219,683		0.28	%

Total	$	77,303,724		100.00	%

See accompanying notes to financial statements.

Financial Statements and the related Report of Independent Registered Public Accounting Firm

BLDRS Developed Markets 100 ADR Index Fund
of the
BLDRS Index Funds Trust

Schedule of Investments
September 30, 2008


American Depositary Receipts	Shares		Value

HSBC Holdings PLC		60,518	$	4,891,670
BP PLC		78,720		3,949,382
Novartis AG		61,614		3,255,684
Total SA		53,132		3,224,050
Toyota Motor Corp.		37,496		3,217,157
GlaxoSmithKline PLC		71,926		3,125,904
Vodafone Group PLC		133,290		2,945,709
Royal Dutch Shell PLC, Class A		44,643		2,634,383
Telefonica SA		34,512		2,467,263
Mitsubishi UFJ Financial Group, Inc.		273,850		2,393,449
Banco Santander SA		157,432		2,364,629
BHP Billiton Ltd.		42,224		2,195,226
Royal Dutch Shell PLC, Class B		34,253		1,955,504
Siemens AG		20,400		1,915,356
Nokia OYJ		95,668		1,784,208
Sanofi-Aventis SA		51,571		1,695,139
Rio Tinto PLC		6,690		1,669,155
ENI SpA		30,669		1,623,924
AstraZeneca PLC		36,586		1,605,394
Allianz SE		113,865		1,561,089
Banco Bilbao Vizcaya Argentaria SA		89,627		1,449,269
Honda Motor Co., Ltd.		46,007		1,385,271
AXA SA		41,400		1,352,124
France Telecom SA		47,817		1,339,354
Royal Bank of Scotland Group PLC*		416,494		1,332,781
UBS AG*		73,818		1,294,768
BHP Billiton PLC		28,081		1,289,199
Mizuho Financial Group, Inc.		145,598		1,269,615
Barclays PLC		51,253		1,265,949
Credit Suisse Group AG		26,056		1,257,984
SAP AG		22,382		1,195,870
Deutsche Telekom AG		74,993		1,142,143
ABB Ltd.		58,470		1,134,318
Daimler AG		22,437		1,133,069
Anglo American PLC		67,559		1,130,262
ING Groep NV		52,343		1,120,140
Canon, Inc.		29,606		1,117,627
British American Tobacco PLC		17,841		1,106,142

Financial Statements and the related Report of Independent Registered Public Accounting Firm

BLDRS Developed Markets 100 ADR Index Fund
of the
BLDRS Index Funds Trust

Schedule of Investments — (Continued)


American Depositary Receipts	Shares		Value

Unilever NV		39,089		1,100,746
Diageo PLC		15,884		1,093,772
Deutsche Bank AG		13,359		972,402
ArcelorMittal		18,920		934,270
Panasonic Corp.*		53,367		924,850
Unilever PLC		32,968		897,059
Westpac Banking Corp.		9,389		868,389
National Grid PLC		12,967		832,741
Sony Corp.		25,085		774,374
Koninklijke Philips Electronics NV		26,337		717,683
Telefonaktiebolaget LM Ericsson		75,127		708,448
NTT DoCoMo, Inc.		41,205		655,160
Nomura Holdings, Inc.		47,980		627,578
Novo Nordisk A/S		11,824		605,389
Lloyds TSB Group PLC		35,784		598,666
Repsol YPF SA		19,915		590,679
Hitachi Ltd.		8,390		582,182
Prudential PLC		31,355		576,932
BT Group PLC		19,492		565,463
Mitsui & Co., Ltd.		2,280		559,170
StatoilHydro ASA		23,358		555,920
Syngenta AG		12,197		516,177
National Bank of Greece SA		62,459		515,287
Nippon Telegraph & Telephone Corp.		22,660		510,077
Nissan Motor Co., Ltd.		31,692		430,694
Veolia Environment		9,964		411,314
Telecom Italia SpA		25,734		383,951
Kyocera Corp.		4,732		360,389
Cadbury PLC		8,534		349,382
FUJIFILM Holdings Corp.		12,954		336,545
Aegon NV		34,803		305,570
CRH PLC		13,797		294,152
Reed Elsevier PLC		7,149		286,961
Fresenius Medical Care AG & Co KGaA		4,720		245,157
WPP Group PLC		5,912		240,618
Santos Ltd.		3,745		239,006
Smith & Nephew PLC		4,457		236,622
Shire PLC		4,699		224,377

Financial Statements and the related Report of Independent Registered Public Accounting Firm

BLDRS Developed Markets 100 ADR Index Fund
of the
BLDRS Index Funds Trust

Schedule of Investments — (Continued)


American Depositary Receipts	Shares		Value

Alcatel-Lucent		58,335		224,006
Pearson PLC		20,357		221,891
Reed Elsevier NV		7,413		220,166
British Sky Broadcasting Group PLC		6,714		199,406
ASML Holding NV*		11,189		197,038
Allied Irish Banks PLC		11,560		190,046
Nidec Corp.		12,217		186,309
Portugal Telecom SGPS SA		18,025		181,692
Kubota Corp.		5,632		176,845
STMicroelectronics NV		16,603		169,019
TDK Corp.		3,243		160,431
Delhaize Group		2,524		147,149
Governor & Co of the Bank of Ireland		6,459		146,490
Elan Corp PLC*		11,897		126,941
Carnival PLC		4,086		126,666
Hellenic Telecommunications Organization SA		12,824		115,416
Cie Generale de Geophysique-Veritas*		3,467		110,216
Infineon Technologies AG*		18,873		105,500
Thomson Reuters PLC		754		102,340
Logitech International SA*		4,267		99,506
Coca Cola Hellenic Bottling Co SA		4,314		95,943
Alumina Ltd.		8,975		90,647
Telecom Corp of New Zealand Ltd.		9,175		84,318
Ryanair Holdings PLC*		3,677		82,475

Total Investments (Cost $132,023,759)			$	97,978,768


*		Non-income producing security for the year ended September 30, 2008.

Financial Statements and the related Report of Independent Registered Public Accounting Firm

BLDRS Developed Markets 100 ADR Index Fund
of the
BLDRS Index Funds Trust

Schedule of Investments — (Continued)

The securities of the BLDRS Developed Markets 100 ADR Index Fund investment portfolio categorized by industry group, as a percentage of total investments at value, are as follows:


Industry Classification	Value		Percentage

Banks	$	18,258,642		18.63	%
Oil & Gas		14,772,848		15.08	%
Telecommunications		13,107,208		13.38	%
Pharmaceuticals		10,638,828		10.86	%
Mining		6,374,489		6.51	%
Auto Manufacturers		6,166,191		6.29	%
Insurance		4,915,855		5.02	%
Diversified Financial Services		3,180,330		3.25	%
Food		2,494,336		2.55	%
Miscellaneous Manufacturers		2,251,901		2.30	%
Home Furnishings		1,699,224		1.73	%
Media		1,271,382		1.30	%
Electronics		1,264,381		1.29	%
Software		1,195,870		1.22	%
Beverages		1,189,715		1.21	%
Engineering & Construction		1,134,318		1.16	%
Office/Business Equipment		1,117,627		1.14	%
Agriculture		1,106,142		1.13	%
Iron/Steel		934,270		0.95	%
Electric		832,741		0.85	%
Electrical Computer & Equipment		582,182		0.59	%
Distribution/Wholesale		559,170		0.57	%
Chemicals		516,177		0.53	%
Semiconductors		471,557		0.48	%
Water		411,314		0.42	%
Building Materials		294,152		0.30	%
Computers		259,937		0.27	%
Healthcare-Services		245,157		0.25	%
Healthcare-Products		236,622		0.24	%
Machinery-Diversified		176,845		0.18	%
Leisure Time		126,666		0.13	%
Oil & Gas Services		110,216		0.11	%
Airlines		82,475		0.08	%

Total	$	97,978,768		100.00	%

See accompanying notes to financial statements.

Financial Statements and the related Report of Independent Registered Public Accounting Firm

BLDRS Emerging Markets 50 ADR Index Fund
of the
BLDRS Index Funds Trust

Schedule of Investments
September 30, 2008


American Depositary Receipts	Shares		Value

Petroleo Brasileiro S/A A		1,113,907	$	41,682,400
Petroleo Brasileiro S/A		808,325		35,525,884
China Mobile Ltd.		599,752		30,035,580
Taiwan Semiconductor Manufacturing Co., Ltd.		3,170,430		29,706,929
America Movil SAB de CV		587,116		27,218,698
Teva Pharmaceutical Industries Ltd.		586,750		26,867,282
Companhia Vale do Rio Doce Cl A Preferred		1,498,994		26,532,194
POSCO		205,471		19,184,827
China Life Insurance Co., Ltd.		336,140		18,696,107
Companhia Vale do Rio Doce		960,467		18,392,943
Banco Bradesco SA		1,095,785		17,642,138
Banco Itau Holding Financeira SA		919,722		16,095,135
PetroChina Co., Ltd.		151,769		15,591,229
Sasol Ltd.		335,591		14,259,262
Infosys Technologies Ltd.		410,879		13,686,379
CNOOC Ltd.		107,928		12,358,835
KB Financial Group, Inc.*		241,964		11,055,335
Cemex SAB de CV*		580,607		9,998,053
Shinhan Financial Group Co., Ltd.		133,176		9,490,122
China Petroleum & Chemical Corp.		120,703		9,454,666
Chunghwa Telecom Co., Ltd.		340,050		8,048,983
Unibanco-Uniao de Bancos Brasileiros SA		77,160		7,786,987
Grupo Televisa SA		352,407		7,707,141
Mobile Telesystems OJSC		135,356		7,581,290
ICICI Bank Ltd.		296,247		6,967,729
Tenaris SA		167,924		6,261,886
Cia de Bebidas das Americas		112,458		6,141,331
AU Optronics Corp.		532,469		6,048,848
Cia Siderurgica Nacional SA		279,636		5,945,061
Fomento Economico Mexicano SAB de CV		155,455		5,929,054
Telekomunikasi Indonesia Tbk PT		176,953		5,269,660
Gerdau SA		471,689		5,235,748
HDFC Bank Ltd.		61,609		5,233,685
Telefonos de Mexico SAB de CV		201,861		5,197,921
AngloGold Ashanti Ltd.		206,357		4,766,847
Gold Fields Ltd.		467,553		4,483,833
Korea Electric Power Corp.		358,297		4,439,300
Vimpel-Communications		216,897		4,403,009

Financial Statements and the related Report of Independent Registered Public Accounting Firm

BLDRS Emerging Markets 50 ADR Index Fund
of the
BLDRS Index Funds Trust

Schedule of Investments — (Continued)

The securities of the BLDRS Emerging Markets 50 ADR Index Fund investment portfolio categorized by industry group, as a percentage of total investments at value, are as follows:


Industry Classification	Value		Percentage

Oil & Gas	$	128,872,276		23.31	%
Telecommunications		109,898,658		19.88	%
Banks		64,781,009		11.72	%
Mining		54,175,817		9.80	%
Iron/Steel		32,882,443		5.95	%
Semiconductors		29,706,929		5.37	%
Pharmaceuticals		26,867,282		4.86	%
Insurance		18,696,107		3.38	%
Software		17,230,836		3.12	%
Electric		14,929,729		2.70	%
Beverages		12,070,385		2.18	%
Building Materials		9,998,053		1.81	%
Diversified Financial Services		9,490,122		1.72	%
Electronics		9,245,679		1.67	%
Media		7,707,141		1.40	%
Metal Fabricate/Hardware		6,261,886		1.13	%

Total	$	552,814,352		100.00	%

See accompanying notes to financial statements.

Financial Statements and the related Report of Independent Registered Public Accounting Firm

BLDRS Europe 100 ADR Index Fund
of the
BLDRS Index Funds Trust

Schedule of Investments
September 30, 2008


American Depositary Receipts	Shares		Value

HSBC Holdings PLC		20,001	$	1,616,681
BP PLC		26,017		1,305,273
Novartis AG		20,364		1,076,034
Total SA		17,559		1,065,480
GlaxoSmithKline PLC		23,772		1,033,131
Vodafone Group PLC		44,052		973,549
Royal Dutch Shell PLC, Class A		14,754		870,634
Telefonica SA		11,406		815,415
Banco Santander SA		52,030		781,491
Royal Dutch Shell PLC, Class B		11,320		646,259
Siemens AG		6,742		633,006
Nokia OYJ		31,618		589,676
Sanofi-Aventis SA		17,044		560,236
Rio Tinto PLC		2,211		551,644
ENI SpA		10,137		536,754
AstraZeneca PLC		12,091		530,553
Allianz SE		37,631		515,921
Banco Bilbao Vizcaya Argentaria SA		29,621		478,972
AXA SA		13,682		446,854
France Telecom SA		15,804		442,670
Royal Bank of Scotland Group PLC		137,648		440,474
UBS AG*		24,395		427,888
BHP Billiton PLC		9,280		426,045
Barclays PLC		16,938		418,369
Credit Suisse Group AG		8,611		415,739
SAP AG		7,397		395,222
Deutsche Telekom AG		24,784		377,460
ABB Ltd.		19,324		374,886
Daimler AG		7,415		374,458
Anglo American PLC		22,328		373,547
ING Groep NV		17,299		370,199
British American Tobacco PLC		5,896		365,552
Unilever NV		12,919		363,799
Diageo PLC		5,249		361,446
Deutsche Bank AG		4,415		321,368
ArcelorMittal		6,252		308,724
Unilever PLC		10,896		296,480

Financial Statements and the related Report of Independent Registered Public Accounting Firm

BLDRS Europe 100 ADR Index Fund
of the
BLDRS Index Funds Trust

Schedule of Investments — (Continued)


American Depositary Receipts	Shares		Value

National Grid PLC		4,284		275,118
Koninklijke Philips Electronics NV		8,703		237,157
Telefonaktiebolaget LM Ericsson		24,828		234,128
Novo Nordisk A/S		3,907		200,038
Lloyds TSB Group PLC		11,826		197,849
Repsol YPF SA		6,582		195,222
Prudential PLC		10,362		190,661
BT Group PLC		6,442		186,882
StatoilHydro ASA		7,719		183,712
Syngenta AG		4,031		170,592
National Bank of Greece SA		20,643		170,305
Veolia Environnement		3,293		135,935
Telecom Italia SpA		8,505		126,895
Cadbury PLC		2,819		115,410
Aegon NV		11,503		100,996
CRH PLC		4,560		97,219
Reed Elsevier PLC		2,363		94,851
Mobile Telesystems OJSC		1,566		87,712
Fresenius Medical Care AG & Co KGaA		1,560		81,026
WPP Group PLC		1,955		79,568
Smith & Nephew PLC		1,474		78,255
Shire PLC		1,552		74,108
Alcatel-Lucent		19,280		74,035
Pearson PLC		6,728		73,335
Reed Elsevier NV		2,450		72,765
British Sky Broadcasting Group PLC		2,220		65,934
ASML Holding NV		3,698		65,122
Allied Irish Banks PLC		3,821		62,817
Portugal Telecom SGPS SA		5,958		60,057
STMicroelectronics NV		5,487		55,858
Vimpel-Communications		2,508		50,912
Delhaize Group		834		48,622
Governor & Co of the Bank of Ireland/The		2,134		48,399
Elan Corp PLC*		3,931		41,944
Carnival PLC		1,351		41,881
Hellenic Telecommunications Organization SA		4,237		38,133
Cie Generale de Geophysique-Veritas*		1,145		36,400
Infineon Technologies AG*		6,237		34,865

Financial Statements and the related Report of Independent Registered Public Accounting Firm

BLDRS Europe 100 ADR Index Fund
of the
BLDRS Index Funds Trust

Schedule of Investments — (Continued)


American Depositary Receipts	Shares		Value

Thomson Reuters PLC		250		33,932
Logitech International SA*		1,410		32,881
Coca Cola Hellenic Bottling Co SA		1,427		31,736
Mechel		1,620	$	29,095
Ryanair Holdings PLC*		1,215		27,252
Luxottica Group SpA		1,183		27,197
Dassault Systemes SA		491		26,475
Intercontinental Hotels Group PLC		2,138		26,447
Randgold Resources Ltd.		635		26,054
Rostelecom		498		21,683
Tomkins PLC		1,838		20,347
ARM Holdings PLC		3,498		18,190
Icon PLC*		446		17,059
Wimm-Bill-Dann Foods OJSC		236		16,756
Magyar Telekom Telecommunications PLC		709		16,506
Acergy SA		1,520		15,291
SkillSoft PLC*		944		9,874
Thomson*		2,244		7,944
Crucell NV*		486		7,562
NDS Group PLC*		133		7,433
ASM International NV*		380		7,106
Dampskibsselskabet Torm		290		6,899
CNH Global NV		196		4,320
Aixtron AG		690		4,140

Total Investments (Cost $35,172,850)			$	26,508,786


*		Non-income producing security for the year ended September 30, 2008.

Financial Statements and the related Report of Independent Registered Public Accounting Firm

BLDRS Europe 100 ADR Index Fund
of the
BLDRS Index Funds Trust

Schedule of Investments — (Continued)

The securities of the BLDRS Europe 100 ADR Index Fund investment portfolio categorized by industry group, as a percentage of total investments at value, are as follows:


Industry Classification	Value		Percentage

Oil & Gas	$	4,803,334		18.12	%
Banks		4,536,725		17.11	%
Telecommunications		4,095,713		15.45	%
Pharmaceuticals		3,516,044		13.26	%
Insurance		1,624,631		6.13	%
Mining		1,377,290		5.20	%
Diversified Financial Services		843,627		3.18	%
Food		841,067		3.17	%
Miscellaneous Manufacturers		653,353		2.46	%
Software		431,571		1.63	%
Media		420,385		1.59	%
Beverages		393,182		1.48	%
Engineering & Construction		374,886		1.41	%
Auto Manufacturers		374,458		1.41	%
Agriculture		365,552		1.38	%
Iron/Steel		337,819		1.27	%
Electric		275,118		1.04	%
Electronics		237,157		0.90	%
Semiconductors		185,281		0.70	%
Chemicals		170,592		0.64	%
Water		135,935		0.51	%
Healthcare-Products		105,452		0.40	%
Healthcare-Services		98,085		0.37	%
Building Materials		97,219		0.37	%
Oil & Gas Services		51,691		0.20	%
Leisure Time		41,881		0.16	%
Computers		32,881		0.12	%
Airlines		27,252		0.10	%
Lodging		26,447		0.10	%
Home Furnishings		7,944		0.03	%
Biotechnology		7,562		0.03	%
Internet		7,433		0.03	%
Transportation		6,899		0.03	%
Machinery-Diversified		4,320		0.02	%

Total	$	26,508,786		100.00	%

See accompanying notes to financial statements.

Supplemental Information (Unaudited)

BLDRS Asia 50 ADR Index Fund
BLDRS Developed Markets 100 ADR Index Fund
BLDRS Emerging Markets 50 ADR Index Fund
BLDRS Europe 100 ADR Index Fund


I.	Information Regarding Closing Prices vs. Net Asset Value Frequency Distribution For Each BLDRS Fund

The tables that follow present information about the differences between the daily market price on secondary markets for shares of a BLDRS Fund and that Fund’s net asset value. Net Asset Value, or “NAV”, is the price at which a Fund issues and redeems shares. The “Closing Market Price” of shares in each BLDRS Fund is determined and published by The Nasdaq Stock Market, as of the time that the Funds’ NAV is calculated. Each Fund’s Closing Market Price may be below, at, or above its NAV. The NAV for each Fund will fluctuate with changes in the market value of its portfolio holdings.

Premiums or discounts are the differences (expressed as a percentage) between the NAV and Closing Market Price of a Fund on a given day, generally at the time NAV is calculated. A premium is the amount that a Fund is trading above the reported NAV, expressed as a percentage of the NAV. A discount is the amount that a Fund is trading below the reported NAV, expressed as a percentage of the NAV.

The following information shows the frequency distributions of premiums and discounts for each of the BLDRS Funds included in this report. The information shown for each Fund is from October 1, 2007 through September 30, 2008.

Each line in the table shows the number of trading days in which the BLDRS Funds traded within the premium/discount range indicated. The number of trading days in each premium/discount range is also shown as a percentage of the total number of trading days in the period covered by each table. All data presented here represents past performance, which cannot be used to predict future performance.

BLDRS Asia 50 ADR Index Fund
October 1, 2007 through September 30, 2008


	Closing Price					Closing Price
	on NASDAQ					on NASDAQ
	Above Fund NAV					Below Fund NAV
Range	Frequency(1)		% of Total			Frequency(1)		% of Total

>0.01% to 0.50%		101		99.02	%		152		100.00	%
>0.50% to 1.00%		1		0.98	%		0		0.00	%
>1.00% to 2.00%		0		0.00	%		0		0.00	%

Total		102		100.00	%		152		100.00	%

BLDRS Developed Markets 100 ADR Index Fund
October 1, 2007 through September 30, 2008


	Closing Price on					Closing Price
	NASDAQ					on NASDAQ
	Above Fund NAV					Below Fund NAV
Range	Frequency(1)		% of Total			Frequency(1)		% of Total

>0.01% to 0.50%		116		97.48	%		135		100.00	%
>0.50% to 1.00%		0		0.00	%		0		0.00	%
>1.00% to 2.00%		3		2.52	%		0		0.00	%

Total		119		100.00	%		135		100.00	%

BLDRS Emerging Markets 50 ADR Index Fund
October 1, 2007 through September 30, 2008


	Closing Price on					Closing Price
	NASDAQ					on NASDAQ
	Above Fund NAV					Below Fund NAV
Range	Frequency(1)		% of Total			Frequency(1)		% of Total

>0.01% to 0.50%		98		100.00	%		156		100.00	%
>0.50% to 1.00%		0		0.00	%		0		0.00	%
>1.00% to 2.00%		0		0.00	%		0		0.00	%

Total		98		100.00	%		156		100.00	%

BLDRS Europe 100 ADR Index Fund
October 1, 2007 through September 30, 2008


	Closing Price on					Closing Price
	NASDAQ					on NASDAQ
	Above Fund NAV					Below Fund NAV
Range	Frequency(1)		% of Total			Frequency(1)		% of Total

>0.01% to 0.50%		107		98.16	%		145		100.00	%
>0.50% to 1.00%		1		0.92	%		0		0.00	%
>1.00% to 2.00%		1		0.92	%		0		0.00	%

Total		109		100.00	%		145		100.00	%


(1)		Number of Trading Days refers to the number of days during which there is buy/sell activity for the Fund on the Exchange.


II.	Cumulative and Average Annual Returns for Each BLDRS Fund

Average Annual Total Returns
(For The Period Ending September 30, 2008)


	Past One Year(1)									Past Five Year(1)									From Inception(1)
	Closing									Closing									Closing
BLDRS Fund	NAV			Market			Index			NAV			Market			Index			NAV			Market			Index

BLDRS Asia		(27.48	)%		(27.30	)%		(28.22	)%		7.50	%		7.52	%		7.21	%		10.28	%		10.27	%		9.98	%
BLDRS Developed		(28.24	)%		(28.22	)%		(28.37	)%		9.05	%		8.43	%		9.07	%		10.29	%		10.29	%		10.38	%
BLDRS Emerging		(26.73	)%		(27.36	)%		(27.16	)%		22.11	%		21.66	%		22.21	%		24.75	%		24.44	%		24.12	%
BLDRS Europe		(29.72	)%		(29.63	)%		(29.58	)%		9.92	%		7.64	%		10.06	%		10.83	%		10.85	%		11.02	%

Cumulative Total Returns
(For The Period Ending September 30, 2008)


	Past One Year(1)									Past Five Year(1)									From Inception(1)
	Closing									Closing									Closing
BLDRS Fund	NAV			Market			Index			NAV			Market			Index			NAV			Market			Index

BLDRS Asia		(27.48	)%		(27.30	)%		(28.22	)%		42.56	%		43.70	%		41.65	%		70.75	%		77.74	%		75.25	%
BLDRS Developed		(28.24	)%		(28.22	)%		(28.37	)%		54.19	%		49.90	%		54.39	%		77.87	%		77.95	%		79.07	%
BLDRS Emerging		(26.73	)%		(27.36	)%		(27.16	)%		171.44	%		166.48	%		172.55	%		266.93	%		262.17	%		257.80	%
BLDRS Europe		(29.72	)%		(29.63	)%		(29.58	)%		60.47	%		44.47	%		61.52	%		83.04	%		83.32	%		85.30	%


(1)		Average and Cumulative Annual Total Returns for the period since inception is calculated from the inception date of November 8, 2002. “Cumulative Total Return” represents the total change in value of an investment over the period indicated.

Closing Market Price and NAV returns assume that dividends and capital gains distributions have been reinvested in each Fund at market closing price and net asset value, respectively. Since fund shares typically do not trade in the secondary market until after several days after Fund inception, for the period from inception to the first day of secondary market trading in fund shares, the net asset value is used as a proxy for secondary market trading price to calculate closing market returns.

Unlike a Fund, an Index does not actually hold a portfolio of securities and therefore does not incur the expenses incurred by a Fund. Fund expenses negatively impact the performance of a Fund. Also, market returns do not include brokerage commissions that may be payable on secondary market transactions. If brokerage commissions were included, market returns would be lower. The returns shown in the table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund Shares. Fund Shares may be worth more or less than their original cost when they are redeemed or sold in the market. A Fund’s past performance is no guarantee of future results.

CREATION AND REDEMPTION OF SHARES

Each Fund, a unit investment trust created under the laws of the State of New York pursuant to the Trust Agreement and Indenture, creates and redeems Shares only in Creation Unit size aggregations of 50,000 Shares or in multiples thereof (e.g., 100,000; 150,000; 200,000 Shares) on a continuous basis without a sales load, at the Fund’s NAV next determined after receipt, on any Business Day, of an order in proper form. Shares may be created or redeemed in one of two ways: (1) through the “Clearing Process,” which means the process of creating or redeeming Shares through the continuous net settlement system of NSCC by a participant in the CNS system of NSCC (a “Participating Party”); or (2) outside of the Clearing Process which means through DTC, by a “DTC Participant”, which party, in each case, must have executed an agreement with the relevant Fund, the Distributor and the Trustee with respect to the procedure for creations and redemptions of Creation Units (“Participant Agreement”). The Participating Party authorizes the Distributor to transmit trade instructions through the Trustee to NSCC. Participating Parties and DTC Participants are collectively referred to as “Authorized Participants.”

Investors may contact the Distributor for the names of Authorized Participants that have signed a Participant Agreement. As of September 30, 2008, the value of the securities comprising a deposit of designated equity securities necessary for an in-kind purchase of a Creation Unit for each Fund was as follows:

BLDRS Asia 50 ADR Index Fund — $1,267,601.91.

BLDRS Developed Markets 100 ADR Index Fund — $1,113,350.58.

BLDRS Emerging Markets 50 ADR Index Fund — $1,893,270.00.

BLDRS Europe 100 ADR Index Fund — $1,104,471.82.

Creation or Redemption of Shares Through the Clearing Process


a.	*Creation*

Shares may be purchased from a Fund only in Creation Unit size aggregations by tendering to the Trustee an in-kind deposit of a designated portfolio of equity securities (“Deposit Securities”) per each Creation Unit, which constitutes a substantial replication of the stocks included in the relevant benchmark BNY Mellon ADR Index, a “Cash Component” plus the creation Transaction Fee. The Cash Component is an amount equal to the dividends on all Fund Securities with ex-dividend dates within the accumulation period for a dividend distribution (“Accumulation Period”), net of expenses and liabilities for such period, as if all the Fund Securities had been held by the Fund for the entire Accumulation Period, as proscribed by the Trustee, together with the Balancing Amount (as defined in “Determination of the Portfolio Deposit,” below). Together the Deposit Securities and the Cash Component constitute the “Portfolio Deposit.”

If a Participating Party is restricted by regulation or otherwise from investing or engaging in a particular Deposit Security, the Participating Party must substitute the cash equivalent value of such Deposit Security in lieu of such Deposit Security.

Creation Units may also be purchased in advance of receipt by the Trustee of all or a portion of the Portfolio Deposit, subject to the following procedures. In these circumstances, a Participating Party intending to utilize this procedure will be required to post collateral with the Trustee outside of the NSCC consisting of: (i) cash at least equal to 115% of the closing value, on the day the order to purchase Creation Units is deemed received, of the portion of the Deposit Securities not expected to be available in the account of the Participating Party for delivery to the BLDRS Index Fund on the third Business Day following placement of such order, and (ii) such additional deposits as will reflect daily marked to the market increases (but no decreases) in such value as determined by the Trustee. This cash collateral will be required to be posted with the Trustee by 11:00 a.m. (New York time) on the morning of the Business Day following the day such order is deemed received by the Distributor, or else the order to purchase Creation Units will be cancelled. The Trustee will hold such collateral in an account separate and apart from the BLDRS Index Fund. To the extent that missing Deposit Securities are not received by a certain time or in the event a mark to market payment is

not made within a certain time following notification by the Distributor that such a payment is required, the Trustee may use the cash on deposit to purchase the securities that were to be deposited. An investor will be liable to the Trustee for the costs incurred in connection with any such purchases. These costs include the amount by which the actual purchase price of the Deposit Securities exceeds the market value of such securities on the day the purchase order was received by the Distributor plus the brokerage and related transaction costs. The Trustee will return any unused portion of the cash once all of the missing securities have been properly received by the Trustee or purchased by the Trustee and deposited into a Fund. The delivery of Creation Units will occur no later than the third (3rd) Business Day following the day on which the purchase order is received by the Distributor.


b.	*Redemption*

Enough Shares must be accumulated in the secondary market to constitute a Creation Unit in order to have Shares redeemed by a Fund. A FUND WILL NOT REDEEM SHARES IN AN AMOUNT LESS THAN A CREATION UNIT. There can be no assurance, however, that there will be sufficient liquidity in the public trading market at any time to permit assembly of a Creation Unit. Investors should expect to incur brokerage and other costs in connection with assembling a sufficient number of Shares to constitute a redeemable Creation Unit.

The redemption proceeds for a Creation Unit generally will be made by each Fund through delivery of designated Fund Securities (“Redemption Securities”) — as announced by the Trustee on the Business Day the request for redemption is received in proper form — plus cash in an amount equal to the difference between the NAV of the Shares being redeemed, as next determined after a receipt of a request in proper form, and the value of the Fund Securities (“Cash Redemption Amount”), less a redemption Transaction Fee. The Redemption Securities and the Cash Redemption Amount constitute a “Redemption Payment.” It is expected that the identity and number of Fund Securities delivered to a redeeming Shareholder will be similar to the identity and number of the Deposit Securities. In the event that the Fund Securities have a value greater than the NAV of the Shares tendered for redemption, a compensating cash payment equal to the difference must be made by or through an Authorized Participant by or on behalf of the redeeming shareholder.

If the Trustee determines that a Fund Security is likely to be unavailable or available in insufficient quantity for delivery by the Trust upon redemption, the Trustee may elect to deliver the cash equivalent value of any such Fund Securities, based on its market value as of the Valuation Time on the date such redemption is deemed received by the Trustee as a part of the Cash Redemption Amount in lieu thereof.

If a redeemer is restricted by regulation or otherwise from investing or engaging in a transaction in one or more Fund Securities, the Trustee may elect to deliver the cash equivalent value based on the market value of any such Fund Securities as of the Valuation Time on the date of the redemption as a part of the Cash Redemption Amount in lieu thereof. In such case, the investor will pay the Trustee the standard Transaction Fee, and may pay an additional amount equal to the actual amounts incurred in connection with such transaction(s) but in any case not to exceed three (3) times the Transaction Fee applicable for one Creation Unit.

At the discretion of the Trustee and NSCC, the Trustee, upon the request of a redeemer, may elect to redeem Creation Units in whole or in part by providing such redeemer with a portfolio of Fund Securities that differ in exact composition and/or weighting from the Index Securities of the relevant BNY Mellon ADR Index but not differing in NAV from the then current Portfolio Deposit. Such a redemption is likely to be made only if it were determined that it would be appropriate in order to maintain the Fund’s correspondence to the composition and weighting of its relevant BNY Mellon ADR Index.

Orders to redeem Creation Units of the Funds through the Clearing Process must be delivered through a Participating Party that has executed a Participant Agreement. The Deposit Securities and the Cash Redemption Amount will be transferred to the redeeming party by the third (3rd) Business Day following the date on which such request for redemption is received in proper form by the Trustee.

Creation and Redemption of Shares Outside the Clearing Process.


a.	*Creation*

Shares may be purchased outside the Clearing Process by using a DTC Participant who has executed a Participant Agreement and requests such creation of Creation Units to be affected through a transfer of the Deposit Securities within the Portfolio Deposit directly through DTC. The Cash Component must be transferred directly to the Trustee through the Federal Reserve wire system. The delivery of Creation Units of Shares so created must occur no later than the third (3rd) Business Day following the day on which the purchase order is received by the Distributor.

If a Participating Party is restricted by regulation or otherwise from investing or engaging in a particular Deposit Security, the Participating Party may substitute the cash equivalent value of such Deposit Security in lieu of such Deposit Security.


b.	*Redemption*

Orders to redeem Creation Units outside the Clearing Process must be delivered through a DTC Participant that has executed a Participant Agreement. Such orders must state that the DTC Participant is not using the Clearing Process and that redemption of Creation Units will instead be affected through a transfer of Shares directly through DTC.

After the receipt of an order for redemption outside the Clearing Process, the Trustee will initiate procedures to transfer the requisite Redemption Payment to be delivered to the Authorized Participant on behalf of the redeeming Beneficial Owner by the third (3rd) Business Day following the date on which such request for redemption is received by the Trustee.

At the discretion of the Trustee and NSCC, the Trustee, upon the request of a redeemer, may elect to redeem Creation Units in whole or in part by providing such redeemer with a portfolio of Funds Securities that differ in exact composition and/or weighting from the Index Securities of the relevant BNY Mellon ADR Index but not differing in NAV from the then current Portfolio Deposit. Such a redemption is likely to be made only if it were determined that it would be appropriate in order to maintain the Fund’s correspondence to the composition and weighting of its relevant BNY Mellon ADR Index.

Redemptions will be Subject to Applicable Laws.

Redemptions of Shares for Redemption Securities will be subject to compliance with applicable federal and state securities laws and each Fund (whether or not it otherwise permits cash redemptions) reserves the right to redeem Creation Units for cash to the extent that the Fund could not lawfully deliver specific Redemption Securities upon redemption or could not do so without first registering the Redemption Securities under such laws. If an investor is subject to a legal restriction with respect to a particular security, the investor may (at the option of the Trustee) be paid an equivalent amount of cash in lieu of such security. The Authorized Participant may request the redeeming Beneficial Owner of the Shares to complete an order form or to enter into agreements with respect to such matters as compensating cash payments, beneficial ownership of Shares or delivery instructions.

The right of redemption may be suspended or the date of payment postponed with respect to any Fund: (1) for any period during which the New York Stock Exchange (“NYSE”) is closed (other than customary weekend and holiday closings); (2) for any period during which trading on the NYSE is suspended or restricted; (3) for any period during which an emergency exists as a result of which disposal of Shares or determination of the Shares’ NAV is not reasonably practicable; or (4) in such other circumstance as is permitted by the SEC.

Creation and Redemption Transaction Fee.

To compensate the Trustee for transfer and other transaction costs involved in creation and redemption transactions made through the Clearing Process, investors will be required to pay a “Transaction Fee”, payable

to the Trustee, of $10 per each security “name” in the Portfolio Deposit or Redemption Payment, rounded up to the nearest $500 for BLDRS Asia 50 ADR Index Fund and BLDRS Emerging Markets 50 ADR Index Fund and to the nearest $1,000 for BLDRS Developed Markets 100 ADR Index Fund and BLDRS Europe 100 ADR Index Fund per Participating Party per day, regardless of the number of Creation Units purchased or redeemed on such day by such Participating Party. The amount of the Transaction Fee in effect at any given time will be made available upon request to the Trustee. For the year ended September 30, 2008, the Transaction Fee earned by the Trustee for each Fund was: $5,000 for BLDRS Asia 50 ADR Index Fund, $27,000 for BLDRS Developed Markets 100 ADR Index Fund, $31,500 for BLDRS Emerging Markets 50 ADR Index Fund and $6,000 for BLDRS Europe 100 ADR Index Fund. An additional charge of up to three (3) times the Transaction Fee, which fee is expressed as a percentage of the value of the Portfolio Deposit, may be imposed for (i) creations and redemptions of Creation Units outside the Clearing Process; and (ii) cash creations (to offset the Trustee’s brokerage and other transaction costs associated with using cash to purchase the requisite Portfolio Deposit). Investors are responsible for the costs of transferring the securities constituting the Portfolio Deposit to the account of a Fund.

Rejecting an Order. The Trustee reserves the absolute right to reject a creation order transmitted to it by the Distributor in respect of any Fund if: (a) the order is not in proper form; (b) the investor(s), upon obtaining the Shares ordered, would own 80% or more of the currently outstanding Shares of any Fund; (c) the Portfolio Deposit delivered is not as disseminated through the facilities of NSCC for that date by the Trustee, as described above; (d) acceptance of the Portfolio Deposit would have certain adverse tax consequences to the relevant Fund; (e) the acceptance of the Portfolio Deposit would, in the opinion of counsel, be unlawful; (f) the acceptance of the Portfolio Deposit would otherwise, in the discretion of the Trustee, have an adverse effect on the Trust or the rights of Beneficial Owners; or (g) in the event that circumstances outside the control of the Distributor and the Trustee make it for all practical purposes impossible to process creation orders. Examples of such circumstances include acts of God or public service or utility problems such as fires, floods, extreme weather conditions and power outages resulting in telephone, telecopy and computer failures; market conditions or activities causing trading halts; systems failures involving computer or other information systems affecting the Trustee, the Distributor, DTC, NSCC or any other party in the creation process, and similar extraordinary events. The Distributor will notify the Authorized Participant acting on behalf of the creator of a Creation Unit of its rejection of the order of such person. The Trustee and the Distributor are under no duty, however, to give notification of any defects or irregularities in the delivery of Portfolio Deposits nor will either of them incur any liability for the failure to give any such notification. In addition, redemption orders must be received in the proper form as described in the Participant Agreement.

All questions as to the number of shares of each security in the Portfolio Deposit and Redemption Payment, and the validity, form, eligibility and acceptance for deposit of any securities to be delivered will be determined by the Trustee, and the Trustee’s determination will be final and binding.

THE PORTFOLIOS

Relationship to the Relevant BNY Mellon ADR Index. Because the objective of each Fund is to provide investment results that correspond generally, before fees and expenses, to the price and yield performance of the relevant benchmark BNY Mellon ADR Index, a Fund’s portfolio of securities is intended to correspond generally to its relevant benchmark BNY Mellon ADR Index and will consist of as many of the Depositary Receipts comprising the relevant benchmark BNY Mellon ADR Index as is practicable. Cash or cash items (other than dividends held for distribution) normally will not be a substantial part of a Fund’s net assets. Although a Fund may at any time not own certain of the Index Securities, a Fund will be substantially invested in Index Securities and the Sponsor believes that such investment should result in a close correspondence between the investment performance of the relevant benchmark BNY Mellon ADR Index and that derived from ownership of the Shares of the relevant Fund.

Each of the relevant benchmark BNY Mellon ADR Indexes is a capitalization-weighted index of Depositary Receipts calculated under the auspices of the Licensor. At any moment in time, the value of a BNY Mellon ADR Index equals the aggregate free-float adjusted market capitalization of each relevant

component Index Security, evaluated at their respective last sale prices on Nasdaq, the NYSE or NYSE Alternext US (formerly the American Stock Exchange), (“NYSE Alternext US”) divided by a scaling factor (“divisor”) which yields a resulting index value in the reported magnitude.

Change to a BNY Mellon ADR Index. Periodically, the Licensor may determine that total share quantities have changed in one or more Index Securities due to secondary offerings, repurchases, conversions or other corporate actions. The Licensor may periodically replace one or more Index Securities in the relevant benchmark BNY Mellon ADR Index due to corporate actions, bankruptcies or other market conditions, or if the issuers of such Index Securities fail to meet the criteria for inclusion in the relevant benchmark BNY Mellon ADR Index. Ordinarily, whenever there is a change in share quantities or a change in the Index Securities included in the relevant benchmark BNY Mellon ADR Index, the Licensor adjusts the divisor to assure that there is no discontinuity in the value of the relevant benchmark BNY Mellon ADR Index. Changes to the relevant benchmark BNY Mellon ADR Index will cause the Trustee to make corresponding portfolio adjustments as described below.

Adjustments to Portfolios. As set forth in the Trust Agreement and Indenture (“Trust Agreement and Indenture”), the Trustee will adjust the composition of a Fund’s portfolio from time to time to conform to changes in the composition and/or weighting structure of the Index Securities of each Fund’s relevant benchmark BNY Mellon ADR Index. The Trustee aggregates certain of these adjustments and makes conforming changes to a Fund’s portfolio at least quarterly; however, modifications are made more frequently in the case of significant changes to the relevant benchmark BNY Mellon ADR Index. Specifically, the Trustee is required to adjust the composition of a Fund’s portfolio any time there is a change in the identity of any Index Security (i.e., a substitution of one security in replacement of another), which adjustment is to be made within three (3) Business Days before or after the day on which the change in the identity of such Index Security is scheduled to take effect at the close of the market. Although the investment objective of each Fund is to provide investment results which correspond generally, before fees and expenses, to the performance of the relevant benchmark BNY Mellon ADR Index, it is not always efficient to replicate identically the share composition of the relevant benchmark BNY Mellon ADR Index if the transaction costs incurred by a Fund in so adjusting the Fund’s portfolio would exceed the expected misweighting that would ensue by failing to replicate identically minor and insignificant share changes to the relevant benchmark BNY Mellon ADR Index. Accordingly, minor misweightings are generally permitted subject to the guidelines described in the following paragraph.

The Trustee is required to adjust the composition of a Fund’s portfolio of securities at any time that the weighting of any security held in a Fund’s portfolio varies in excess of one hundred and fifty percent (150%) of a specified percentage, which percentage varies from 25/100 of 1% to 2/100 of 1%, depending on the NAV of the relevant Fund (in each case, the “Misweighting Amount”), from the weighting of such security held in the Fund’s portfolio in the benchmark BNY Mellon ADR Index (a “Misweighting”). The Trustee will examine each security held in a Fund’s portfolio on each Business Day, comparing the weighting of each such security in the portfolio to the weighting of the corresponding Index Security in the relevant benchmark BNY Mellon ADR Index, based on prices at the close of the market on the preceding Business Day (a “Weighting Analysis”). In the event that there is a Misweighting in any security in excess of one hundred and fifty percent (150%) of the applicable Misweighting Amount, the Trustee will calculate an adjustment to the Fund’s portfolio in order to bring the Misweighting of such security within the Misweighting Amount, based on prices at the close of the market on the day on which such Misweighting occurs. Also, on a monthly basis, the Trustee will perform a Weighting Analysis for each security held in a Fund’s portfolio, and in any case where there exists a Misweighting exceeding one hundred percent (100%) of the applicable Misweighting Amount, the Trustee will calculate an adjustment to the Fund’s portfolio in order to bring the Misweighting of such security within the applicable Misweighting Amount, based on prices at the close of the market on the day on which such Misweighting occurs. In the case of any adjustment to a Fund’s portfolio due to a Misweighting, the purchase or sale of securities necessitated by such adjustment will be made within three (3) Business Days of the day on which the Misweighting is determined. In addition to the foregoing adjustments, the Trustee reserves the right to make additional adjustments periodically with respect to a security held in a Fund’s

portfolio that may be misweighted by an amount within the applicable Misweighting Amount in order to reduce the overall Misweighting of a Fund’s portfolio.

The foregoing guidelines with respect to Misweightings will also apply to any Index Security that: (1) is likely to be unavailable for delivery or available in insufficient quantity for delivery; (2) cannot be delivered to the Trustee due to restrictions prohibiting a creator from engaging in a transaction involving such Index Security; or (3) is not eligible to be processed through the Clearing Process. (From time to time, an Index Security may not be eligible for transfer through the Clearing Process because such security is not eligible for transfer through the systems of DTC.) Upon receipt of an order for a Creation Unit that involves such an Index Security, the Trustee will determine whether the substitution of cash will cause a Misweighting in a Fund’s portfolio with respect to such Index Security. If a Misweighting results, the Trustee will purchase the required number of shares of such Index Security on the opening of the market on the following Business Day.

Pursuant to these guidelines, the Trustee will calculate the required adjustments and will purchase and sell the appropriate securities. As a result of the purchase and sale of securities in accordance with these requirements, or the completion of a creation order, the Trustee may hold some amount of residual cash (other than cash held temporarily due to timing differences between the sale and purchase of securities or cash delivered in lieu of Index Securities or undistributed income or undistributed capital gains) as a result of such transactions, which amount will not exceed for more than five (5) consecutive Business Days 5/10th of 1% of the aggregate value of the securities. In the event that the Trustee has made all required adjustments and is left with cash in excess of 5/10th of 1% of the aggregate value of the securities held in a Fund’s portfolio, the Trustee will use such cash to purchase additional Index Securities that are under-weighted in a Fund’s portfolio as compared to their relative weightings in the relevant benchmark BNY Mellon ADR Index.

All adjustments to a Fund’s portfolio pursuant to these procedures will be non-discretionary. Portfolio adjustments will be made unless such adjustments would cause a Fund to lose its status as a “regulated investment company” under Subchapter M of the Code. Additionally, the Trustee is required to adjust the composition of a Fund’s portfolio at any time if it is necessary to insure the continued qualification of a Fund as a regulated investment company.

If the method of determining the relevant benchmark BNY Mellon ADR Index is changed by the Licensor, the Trustee and the Sponsor will have the right to amend the Trust Agreement and Indenture, without the consent of DTC or the Beneficial Owners, to conform the adjustments to such changes so that a Fund’s objective of tracking the relevant benchmark BNY Mellon ADR Index is maintained.

The Trustee will rely on data provided by the Licensor and other financial industry sources for information as to the composition and weightings of the Index Securities. If the Trustee cannot obtain or process such information or NSCC is unable to receive such information from the Trustee on any Business Day, then the composition and weightings of the Index Securities for the most recently effective Portfolio Deposit will be used for the purposes of all adjustments and determinations, and determination of the securities portion of the Portfolio Deposit until the earlier of: (a) such time as current information with respect to the Index Securities is available; or (b) three (3) consecutive Business Days have elapsed. If such current information is not available and three (3) consecutive Business Days have elapsed, the composition and weightings of the securities held in a Fund’s portfolio (as opposed to the Index Securities) will be used for the purposes of all adjustments and determinations and determination of the securities portion of the Portfolio Deposit until current information with respect to the Index Securities is available.

In the event a Fund is terminated, the Trustee will use the composition and weightings of the Index Securities as of the date the Trustee received notice of termination for all redemptions or other required uses of the relevant index.

Mergers Involving Fund Securities. Each Fund, as a shareholder of securities of an issuer that is the object of such merger or acquisition activity, may receive various offers from would-be acquirors of the issuer. The Trustee may not accept any such offers until the Licensor has determined that the securities of the issuer will be removed from the relevant benchmark BNY Mellon ADR Index. Securities of an issuer are often

removed from the relevant benchmark BNY Mellon ADR Index only after the consummation of a merger or acquisition of such an issuer. In selling the securities of such issuer the Trustee may receive, to the extent that market prices do not provide a more attractive alternative, whatever consideration is being offered to the shareholders of such issuer that have not tendered their shares prior to such time. Any cash received in such transactions will be reinvested in Index Securities. Any securities received as a part of the consideration that are not Index Securities will be sold as soon as practicable and the cash proceeds of such sale will be invested in Index Securities.

Securities Transactions. Purchases and sales of securities held in a Fund’s portfolio resulting from the adjustments may be made in the share amounts dictated by the foregoing specifications, whether round lot or odd lot and will include brokerage commissions and other transaction charges. Certain Index Securities, however, may at times not be available in the required quantities requested. For this and other reasons, precise duplication of the proportionate relationship between a Fund’s portfolio and its Index Securities may not ever be possible but nevertheless will continue to be the objective in connection with all acquisitions and dispositions of Index Securities.

DETERMINATION OF NET ASSET VALUE

The NAV per Share for each Fund is computed by dividing the value of net assets (i.e., the value of the Fund’s total assets less total liabilities) by the Fund’s total number of Shares outstanding. The NAV of each Fund is calculated by the Trustee and determined each Business Day at the close of regular trading of the Nasdaq (ordinarily 4:00 p.m. New York time). The income and expenses of the relevant Fund are accrued daily and reflected in the NAV per Share of each Fund.

In computing a Fund’s NAV per Share, the Fund’s Securities are generally valued based on their closing sale price. Price information on listed securities is taken from the exchange or market where the security is primarily traded. Fund Securities and assets for which market quotations are not readily available are valued based on fair value as determined in good faith by the Trustee in accordance with procedures set forth in the Trust Agreement and Indenture.

DETERMINATION OF THE PORTFOLIO DEPOSIT

On each Business Day, the number of shares and/or identity of each of the Index Securities in a Portfolio Deposit is adjusted in accordance with the following procedure. At the close of the market on each day in which the number of shares and/or identity of each of the Index Securities in a Portfolio Deposit is adjusted (“Adjustment Day”), the Trustee calculates the NAV of each Fund. The NAV is divided by the number of outstanding Shares, multiplied by 50,000 Shares in one Creation Unit aggregation, resulting in an NAV per Creation Unit (“NAV Amount”). The Trustee then calculates the number of shares (without rounding) of each of the component stocks of the relevant benchmark BNY Mellon ADR Index in a Portfolio Deposit for the following Business Day (“Request Day”), such that: (1) the market value at the close of the market on Adjustment Day of the securities to be included in the Portfolio Deposit on Request Day, together with the amount intended to enable a Fund to make a distribution of dividends on the next dividend payment date as if all the securities in a Fund’s portfolio had been held for the entire dividend period (“Dividend Equivalent Payment”) as calculated by the Trustee, effective for requests to create or redeem on Adjustment Day, equals the NAV Amount; and (2) the identity and weighting of each of the securities in a Portfolio Deposit mirrors proportionately the identity and weightings of the securities in the relevant benchmark BNY Mellon ADR Index, each as in effect on Request Day. For each security, the number resulting from such calculation is rounded to the nearest whole share, with a fraction of 0.50 being rounded up. The identities and number of shares of the securities so calculated constitute the securities portion of the Portfolio Deposit effective on Request Day and thereafter until the next subsequent Adjustment Day, as well as the Index Securities to be delivered by the Trustee in the event of a request for redemption of Creation Units on Request Day and thereafter until the following Adjustment Day (see “Creation and Redemption of Shares”). In addition to the foregoing adjustments, in the event that there will occur a stock split, stock dividend or reverse split with respect to any Index Security that does not result in an adjustment to the relevant benchmark BNY Mellon ADR Index divisor, the Portfolio Deposit will be adjusted to take account of such stock split, stock dividend or reverse split by applying the stock split, stock dividend or reverse stock split multiple (e.g., in the event of

a two-for-one stock split of an Index Security, by doubling the number of shares of such Index Security in the prescribed Portfolio Deposit), in each case rounded to the nearest whole share.

On each Request Day the Trustee calculates the market value of the securities portion of the Portfolio Deposit as in effect on a Request Day as of the close of the market and adds to that amount the Dividend Equivalent Payment effective for requests to create or redeem on a Request Day (such market value and Dividend Equivalent Payment are collectively referred to as the “Portfolio Deposit Amount”). The Trustee then calculates the NAV Amount, based on the close of the market on Request Day. The difference between the NAV Amount so calculated and the Portfolio Deposit Amount is the “Balancing Amount.” The Balancing Amount serves the function of compensating for any differences between the value of the Portfolio Deposit Amount and the NAV Amount at the close of trading on Request Day due to, for example, (1) differences in the market value of the securities in the Portfolio Deposit and the market value of the Securities on Request Day and (2) any variances from the proper composition of the Portfolio Deposit.

Notwithstanding the foregoing, on any Adjustment Day on which (a) no change in the identity and/or share weighting of any Index Security is scheduled to take effect that would cause the relevant benchmark BNY Mellon ADR Index divisor to be adjusted after the close of the market on such Business Day, ² and (b) no stock split, stock dividend or reverse stock split with respect to any Index Security has been declared to take effect on the corresponding Request Day, the Trustee reserves the right to forego making any adjustment to the Securities portion of the Portfolio Deposit and to use the composition and weightings of the Index Securities for the most recently effective Portfolio Deposit for the Request Day following such Adjustment Day. In addition, the Trustee further reserves the right to calculate the adjustment to the number of shares and/or identity of the Index Securities in a Portfolio Deposit as described above except that such calculation would be employed two (2) Business Days rather than one (1) Business Day prior to the Request Day.

The Dividend Equivalent Payment and the Balancing Amount in effect at the close of business on Request Date are collectively referred to as the Cash Component or the Cash Redemption Payment. If the Balancing Amount is a positive number (i.e., if the NAV Amount exceeds the Portfolio Deposit Amount) then, with respect to the creation of Shares, the Balancing Amount will increase the Cash Component of the then effective Portfolio Deposit transferred to the Trustee by a creator, and with respect to redemptions of Shares in Creation Unit size aggregations, the Balancing Amount will be added to the cash transferred to a redeemer by the Trustee. If the Balancing Amount is a negative number (i.e., if the NAV Amount is less than the Portfolio Deposit Amount) then, with respect to the creation of Shares such amount will decrease the Cash Component of the then effective Portfolio Deposit to be transferred to the Trustee by the creator or, if such cash portion is less than the Balancing Amount, the difference will be paid by the Trustee to the creator, and with respect to redemptions of Shares in Creation Unit size aggregations, the Balancing Amount will be deducted from the cash transferred to the redeemer or, if such cash is less than the Balancing Amount, the difference will be paid by the redeemer to the Trustee.

DISTRIBUTIONS TO BENEFICIAL OWNERS

Quarterly cash distributions, net of fees and expenses, representing dividends accumulated on the securities held by the relevant Fund through the quarterly dividend period, accrued daily for such period, will

² The Licensor publicly announces changes in the identity and/or the weighting of the securities in the relevant benchmark BNY Mellon ADR Index in advance of the actual change. The announcements are made after the close of trading on such day. In the event that the Trustee has included the cash equivalent value of one or more Index Securities in the Portfolio Deposit because the Trustee has determined that such Index Securities are likely to be unavailable or available in insufficient quantity for delivery, the Portfolio Deposit so constituted will dictate the Index Securities to be delivered in connection with the creation of Shares in Creation Unit size aggregations and upon the redemption of Shares in Creation Unit size aggregations for all purposes hereunder until such time as the securities portion of the Portfolio Deposit is subsequently adjusted. Brokerage commissions incurred by the Trustee in connection with the acquisition of any such Index Securities will be at the expense of a Fund and will affect the value of all Shares.

be distributed to Beneficial Owners on the records of DTC and the DTC Participants on the second Business Day following the third Friday in each of March, June, September and December, unless such day is not a Business Day, in which case the ex-dividend date is the immediately preceding Business Day. The Trustee may deduct the amount of any tax or other governmental charge from a distribution before making payment.

The Trustee intends to declare special dividends and make additional distributions to the minimum extent necessary to maintain each Funds’ status as a regulated investment company: (i) to distribute the entire annual investment company taxable income of the relevant Fund, plus any net capital gains; and (ii) to avoid imposition of the excise tax imposed by Section 4982 of the Code. The additional distributions, if needed, would consist of (a) an increase in the distribution scheduled for January to include any amount by which a Fund’s investment company taxable income and net capital gains as estimated for a year exceeds the amount of a Fund’s taxable income previously distributed with respect to such year or, if greater, the minimum amount required to avoid imposition of such excise tax, and (b) a distribution soon after actual annual investment company taxable income and net capital gains of the relevant Fund have been computed of the amount, if any, by which such actual income exceeds the distributions already made. The magnitude of the additional distributions, if any, will depend upon a number of factors, including the level of redemption activity experienced by the relevant Fund. Because substantially all proceeds from the sale of securities in connection with adjustments to the relevant Fund’s Portfolio will have been used to purchase additional shares of Index Securities, the relevant Fund may have no cash or insufficient cash with which to pay such additional distributions. In that case, the Trustee will have to sell shares of the Fund securities sufficient to produce the cash required to make such additional distributions.

The Trustee may vary the frequency with which periodic distributions are made (e.g., from quarterly to semi-annually) if it is determined by the Sponsor and the Trustee that such a variance would be advisable to facilitate compliance with the rules and regulations applicable to regulated investment companies or would otherwise be advantageous to a Fund. In addition, the Trustee may change the regular ex-dividend date for Shares to another date within the month or quarter if it is determined by the Sponsor and the Trustee, in their discretion, that this would be advantageous to a Fund. Notice of any change will be provided.

EXPENSES OF A FUND

After reflecting waivers and reductions, ordinary operating expenses of each Fund are currently being accrued at an annual rate of 0.30% per year of each Fund’s daily average net assets; future accruals will depend primarily on the level of each Fund’s net assets and the level of Fund expenses. There is no guarantee that each Fund’s ordinary operating expenses will not exceed 0.30% per year and under the Trust Agreement and Indenture such rate may be changed without notice. Therefore, it is possible that, on any day and during any period over the life of each Fund, total fees and expenses of each Fund may exceed 0.30% per year.

The Sponsor has undertaken that, until determined otherwise, the ordinary operating expenses of each Fund as calculated by the Trustee will not exceed an amount which is 0.30% per year of the daily NAV of such Fund. To the extent during such period the ordinary operating expenses of a Fund exceed the 0.30% amount, the Licensor will first waive licensing fees applicable to that Fund and, if such waiver is insufficient, the Sponsor will thereafter reimburse that Fund for or assume such excess ordinary operating expenses. Ordinary operating expenses of a Fund will not include taxes, brokerage commissions and such extraordinary non-recurring expenses as may arise, including the cost of any litigation to which a Fund or Trustee may be a party. The Licensor and the Sponsor may be repaid by a Fund for, respectively, licensing fees so waived or expenses so reimbursed or assumed, in each case to the extent that subsequently during such period expenses fall below the 0.30% per year level on any given day.

The Sponsor or the Trustee from time to time may voluntarily assume some expenses or reimburse a Fund so that total expenses of a Fund are reduced, although neither the Sponsor nor the Trustee is obligated to do so and either one or both parties may discontinue such voluntary assumption of expenses or reimbursement at any time without notice.

Under the Trust Agreement and Indenture, the following charges are or may be accrued and paid by a Fund: (a) the Trustee’s fee; (b) fees payable to transfer agents for the provision of transfer agency services; (c) fees of the Trustee for extraordinary services; (d) various governmental charges; (e) any taxes, fees and charges payable by the Trustee with respect to Shares; (f) expenses and costs of any action taken by the Trustee or the Sponsor to protect a Fund and the rights and interests of Beneficial Owners of Shares; (g) indemnification of the Trustee or the Sponsor for any losses, liabilities or expenses incurred by it in the administration of a Fund without gross negligence, bad faith, willful misconduct or willful malfeasance on its part or reckless disregard of its obligations and duties; (h) expenses incurred in contacting Beneficial Owners of Shares during the life of a Fund and upon termination of a Fund; (i) brokerage commissions and other transactional charges incurred by the Trustee when acquiring or selling Index Securities; and (j) other out-of-pocket expenses of a Fund.

Insofar as indemnification for liability arising under the Securities Act of 1933 (“1933 Act”) may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

The Sponsor reserves the right to charge each Fund a special sponsor fee from time to time in reimbursement for certain services it may provide to each Fund which would otherwise be provided by the Trustee in an amount not to exceed the actual cost of providing such services.

In addition to the specific expenses discussed above, the following expenses are or may be charged to a Fund: (a) reimbursement to the Sponsor of amounts paid by it to the Licensor in respect of annual licensing fees pursuant to the License Agreement; (b) federal and state annual registration fees for the issuance of Shares; and (c) expenses of the Sponsor relating to the printing and distribution of marketing materials describing Shares of each Fund (including, but not limited to, associated legal, consulting, advertising and marketing costs and other out-of-pocket expenses such as printing). Pursuant to the provisions of an exemptive order, the special sponsor fee and the expenses set forth in items (a), (b) and (c) in this paragraph may be charged to each Fund by the Trustee in an amount equal to the actual costs incurred, but in no case will such charges exceed 0.30% per year of the daily NAV of each Fund.

If the income received by a Fund in the form of dividends and other distributions on the securities in the Fund’s portfolio is insufficient to cover its expenses, the Trustee may make advances to a Fund to cover such expenses, secured by a lien in the Trustee’s favor on the Fund’s assets; otherwise the Trustee may sell securities held in a Fund’s portfolio in an amount sufficient to pay such expenses. The Trustee may reimburse itself in the amount of any such advance, plus any amounts required by the Federal Reserve Board which are related to such advances, together with interest thereon at a percentage rate equal to the then current overnight federal funds rate, by deducting such amounts from: (1) dividend payments or other income of a Fund when such payments or other income is received; (2) the amounts earned or benefits derived by the Trustee on cash held for the benefit of a Fund; and (3) the sale of Securities. In the event that any advance remains outstanding for more than forty-five (45) Business Days, the Trustee may sell Fund Securities to reimburse itself for the amount of such advance and any accrued interest thereon. In addition to adjustments to a Fund’s portfolio from time to time to conform to changes in the composition or weighting of the Index Securities, the Trustee is also ordinarily required to sell a Fund’s Securities to obtain sufficient cash proceeds for the payment of a BLDRS Index Fund’s fees and expenses at any time that projected annualized fees and expenses accrued on a daily basis exceed projected annualized dividends and other Fund income accrued on a daily basis by more than 1/100th of one percent (0.01%) of the NAV of the relevant Fund.

Whenever the 0.01% threshold is exceeded, the Trustee will sell sufficient Fund Securities to cover such excess by no later than the next occasion it is required to make adjustments to Fund’s portfolio due to a Misweighting unless the Trustee determines in its discretion, that such a sale is unnecessary because the cash to be generated is not needed by the Fund at that time for payment of expense then due or because the Trustee otherwise determines that such sale is not warranted or advisable. At the time of the sales, the Trustee shall first sell a Fund’s Securities that are over weighted as compared to their relative weighting in the relevant BNY Mellon ADR Index.

BOOK-ENTRY ONLY; NOTICES AND DISTRIBUTIONS

DTC acts as the securities depositary for Shares pursuant to a Depository Agreement with the Trustee. Shares are represented by a single global security (“Global Security”), which is registered in the name of Cede & Co., as nominee for DTC and deposited with, or on behalf of, DTC. The Trustee recognizes DTC or its nominee as the owner of all Shares for purposes except as expressly set forth in the Trust Agreement and Indenture. Certificates will not be issued for Shares.

DTC is a limited-purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934 (“Exchange Act”). DTC was created to hold the securities of the DTC Participants and to facilitate the clearance and settlement of securities transactions among the DTC Participants in such securities through an electronic book-entry system, thereby eliminating the need for physical movement of securities certificates. DTC Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations, some of whom own DTC. Access to the DTC system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly (“Indirect Participants”).

Upon the settlement date of any creation, transfer or redemption of Shares, DTC will credit or debit, on its book-entry registration and transfer system, the amount of Shares so created, transferred or redeemed to the accounts of the appropriate DTC Participants. The accounts to be credited and charged will be designated by the Trustee to NSCC, in the case of a creation or redemption through the Clearing Process, or by the Trustee and the DTC Participant, in the case of a creation or redemption transacted outside of the Clearing Process. Beneficial Owners will be shown on, and the transfer of ownership will be effected only through, records maintained by DTC (with respect to DTC Participants) and on the records of DTC Participants (with respect to Indirect Participants and Beneficial Owners that are not DTC Participants). Beneficial Owners are expected to receive from or through the DTC Participant a written confirmation relating to their purchase of Shares. The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form thereby impairing the ability of certain investors to acquire beneficial interests in Shares.

References to the registered or record owners of Shares mean Cede & Co., not the Beneficial Owners of Shares. Beneficial Owners of Shares will not be entitled to have Shares registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered the record or registered holder thereof under the Trust Agreement and Indenture. Accordingly, each Beneficial Owner must rely on the procedures of DTC, the DTC Participant and any Indirect Participant through which such Beneficial Owner holds its Shares, to exercise any rights under the Trust Agreement and Indenture. The Trustee and the Sponsor understand that under existing industry practice, in the event the Trustee requests any action of a Beneficial Owner, or a Beneficial Owner desires to take any action that DTC, as the record owner of all outstanding Shares, is entitled to take, DTC would authorize the DTC Participants to take such action and that the DTC Participants would authorize the Indirect Participants and Beneficial Owners acting through such DTC Participants to take such action or would otherwise act upon the instructions of Beneficial Owners owning through them.

To effect communications with Beneficial Owners, DTC is required to make available to the Trustee upon request and for a fee to be charged to the relevant Fund a listing of the Share holdings of each DTC Participant. The Trustee will inquire of each such DTC Participant as to the number of Beneficial Owners holding Shares, directly or indirectly, through such DTC Participant; and provide each such DTC Participant with copies of the relevant notice, statement or other communication, in such form, number and at such place as the DTC Participant reasonably requests so that such notice, statement or communication may be transmitted to such Beneficial Owners. In addition, the relevant Fund will pay each DTC Participant a fair and reasonable amount as reimbursement for the expenses attendant to such transmittal, all subject to applicable statutory and regulatory requirements.

Share distributions will be made to DTC or its nominee, Cede & Co., as the registered owner of all Shares. The Trustee and the Sponsor expect that DTC or its nominee, upon receipt of any payment of distributions in respect of Shares, will credit immediately the DTC Participants’ accounts with payments in amounts proportionate to their respective beneficial interests in Shares. Payments by DTC Participants to Indirect Participants and Beneficial Owners of Shares held through such DTC Participants are governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in a “street name”, and are the responsibility of such DTC Participants. Neither the Trustee nor the Sponsor has or will have any responsibility or liability for any aspects of the records relating to or notices to Beneficial Owners, or payments made on account of beneficial ownership interests in Shares, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests or for any other aspect of the relationship between DTC and the DTC Participants or the relationship between such DTC Participants and the Indirect Participants and Beneficial Owners.

Under the Depository Agreement, DTC may determine to discontinue providing its service with respect to Shares at any time by giving notice to the Trustee and the Sponsor and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, the Trustee and the Sponsor will take action either to find a replacement for DTC to perform its functions at a comparable cost or, if such a replacement is unavailable, to terminate a Fund.

BUYING AND SELLING SHARES; TRADING INFORMATION

The Shares are listed for secondary trading on Nasdaq. The Shares will trade on Nasdaq and other securities markets. If you buy or sell Shares in the secondary market, you will incur customary brokerage commissions and charges and may pay some or all of the spread between the bid and the offered price in the secondary market on each leg of a round trip (purchase and sale) transaction. Shares will trade at prices that may differ to varying degrees from the daily NAV of the Shares. Given, however, that Shares can be issued and redeemed in Creation Units, the Sponsor believes that large discounts and premiums to NAV should not be sustained for very long.

The Trustee will make available daily a list of the names and the required number of shares of each of the Index Securities in the current Portfolio Deposit. The Sponsor also intends to make available: (a) on a daily basis, the Dividend Equivalent Payment effective through and including the previous Business Day, per outstanding Share; and (b) every 15 seconds throughout the trading day on Nasdaq a number representing, on a per Share basis, the sum of the Dividend Equivalent Payment effective through and including the previous Business Day, plus the current value of the securities portion of a Portfolio Deposit as in effect on such day (which value may include a cash in lieu amount to compensate for the omission of a particular Index Security from such Portfolio Deposit). Intra-day information will be available with respect to trades and quotes and underlying trading values will be published every 15 seconds throughout the trading day. Information with respect to NAV, net accumulated dividend, final dividend amount to be paid, Shares outstanding, estimated cash amount and total cash amount per Creation Unit will be available daily prior to the opening of trading on Nasdaq.

AMENDMENTS TO THE TRUST AGREEMENT AND INDENTURE

The Trust Agreement and Indenture can be amended by the Sponsor and the Trustee with the consent of 51% of the Beneficial Owners of the relevant Fund to add provisions to or change or eliminate provisions or to modify the rights of Beneficial Owners. However, the Trust Agreement and Indenture may not be amended without the consent of all of the Beneficial Owners of the relevant Fund if such amendment would: (a) permit, except in accordance with the terms and conditions of the Trust Agreement and Indenture, the acquisition of any securities other than those acquired in accordance with the terms and conditions of the Trust Agreement and Indenture; (b) reduce the interest of any Beneficial Owner in a Fund; or (c) reduce the percentage of Beneficial Owners required to consent to any such amendment. Any amendment will be conclusive and binding upon Beneficial Owners and will be binding upon any Shares. The Trust Agreement and Indenture may also be amended, in certain limited circumstances, without the consent of Beneficial Owners. See “The Portfolios.”

TERMINATION OF A FUND

The Sponsor has the discretionary right to direct the Trustee to terminate the relevant Fund if at any time after three years following the Initial Date of Deposit such value is less than $350,000,000, adjusted for inflation in accordance with the National Consumer Price Index for All Urban Consumers (“Discretionary Termination Amount”). Any such termination will be at the complete discretion of the Sponsor, and the Sponsor will not be liable in any way for any resulting depreciation or loss. The Trustee does not have power to terminate the Trust Agreement and Indenture or a Fund because the value of the Fund is below the Discretionary Termination Amount. The Trustee will terminate a Fund in the event that the Shares of the relevant Fund are de-listed from Nasdaq. A Fund may also be terminated upon receipt by the Trustee of written notice of the occurrence of any one or more of the following events: (a) by the agreement of the Beneficial Owners of 66 2 / 3 % of the outstanding Shares; (b) DTC is unable or unwilling to continue to perform its functions and a comparable replacement is unavailable; (c) NSCC no longer provides clearance services with respect to the Shares, or the Trustee is no longer a participant in NSCC; (d) the Licensor ceases publishing each relevant benchmark BNY Mellon ADR Index; or (e) the License Agreement is terminated. If at any time the Sponsor fails to undertake or perform or becomes incapable of undertaking or performing any of its duties under the Trust Agreement and Indenture, or if the Sponsor resigns, the Trustee may, in its discretion, in lieu of appointing a successor Sponsor, terminate the relevant Fund. A Fund will terminate on the Mandatory Termination Date. As soon as practicable after notice of termination of a Fund, the Trustee will distribute to redeemers tendering Creation Units prior to the termination date the securities and cash and upon termination of such Fund the Trustee will thereafter sell the remaining securities held in such Fund’s portfolio as provided below.

Written notice of termination, specifying the date of termination, the period during which the assets of the relevant Fund will be liquidated and Creation Units will be redeemed in cash at NAV, and the date determined by the Trustee upon which the books of the Trustee will be closed, will be given by the Trustee to each Beneficial Owner at least twenty (20) days prior to termination of a Fund. Such notice will further state that, as of the date thereof and thereafter, neither requests to create additional Creation Units nor additional Portfolio Deposits will be accepted and that, as of the date thereof, the portfolio of securities delivered upon redemption will be identical in composition and weighting to the relevant Fund’s portfolio rather than the securities portion of the Portfolio Deposit as in effect on the date request for redemption is made. Within a reasonable period of time after such termination the Trustee will, subject to any applicable provisions of law, sell all of the Fund Securities held in the Fund’s portfolio not already distributed to redeemers of Creation Units, as provided herein, if any, in such a manner so as to effectuate orderly sales and a minimal market impact. The Trustee will not be liable for or responsible in any way for depreciation or loss incurred by reason of any sale or sales. The Trustee may suspend its sales of the relevant Fund’s Shares upon the occurrence of unusual or unforeseen circumstances, including, but not limited to, a suspension in trading of a Index Security, the closing or restriction of trading on a stock exchange, the outbreak of hostilities or the collapse of the economy. Upon receipt of proceeds from the sale of the last security held in the Fund’s portfolio, the Trustee will: (1) pay to itself individually from the Fund an amount equal to the sum of: (a) its accrued compensation

for its ordinary services; (b) any reimbursement due to it for its extraordinary services; (c) any advances made but not yet repaid; and (d) any other services and disbursements as provided herein; (2) deduct any and all fees and expenses from the relevant Fund; (3) deduct from the relevant Fund any amounts which it will deem requisite to be set aside as reserves for any applicable taxes or other governmental charges that may be payable out of the relevant Fund; (4) transmit to DTC for distribution each Beneficial Owner’s interest in the remaining assets of a Fund; and (5) disseminate to each Beneficial Owner a final statement as of the date of the computation of the amount distributable to the Beneficial Owners. Dividends to be received by the Fund on securities held in the Fund’s portfolio sold in liquidation will be aggregated and distributed ratably when all such dividends have been received.

CERTAIN MATERIAL FEDERAL INCOME TAX MATTERS

The following discussion sets forth certain material U.S. Federal income tax consequences of ownership and disposition of Shares of a Fund.

For the fiscal year ended September 30, 2008, the Funds believe that they qualified for tax treatment as “regulated investment companies” under Subchapter M of the Code. The Funds intend to continue to so qualify. To qualify as a regulated investment company, a Fund must, among other things, (a) derive in each taxable year at least 90% of its gross income from dividends, interest, gains from the sale or other disposition of stock, securities or foreign currencies, or certain other sources, derived with respect to a Fund’s business of investing in stocks, securities or currencies, (b) meet certain diversification tests, and (c) distribute in each year at least 90% of its investment company taxable income. If a Fund qualifies as a regulated investment company, subject to certain conditions and requirements, and except as described below, it will not be subject to federal income tax to the extent its income is distributed in a timely manner. Any undistributed income may be subject to tax, including a four percent (4%) excise tax imposed by Section 4982 of the Code on certain undistributed income of a regulated investment company that does not distribute to shareholders in a timely manner at least ninety-eight percent (98%) of its taxable income (including capital gains).

Dividends paid by a Fund from its investment company taxable income (which includes, among other items, dividends, interest and the excess of net short-term capital gains over net long-term capital losses) will generally be taxable to Beneficial Owners as ordinary income. However, to the extent that such dividends are designated by each Fund as attributable to the receipt by the Fund of “qualified dividend income,” such dividends will be eligible for the 15% maximum tax rate applicable to non-corporate taxpayers through 2010. A dividend paid in January will be considered for federal income tax purposes to have been paid by a Fund and received by Beneficial Owners on the preceding December 31 if the dividend was declared in the preceding October, November or December to Beneficial Owners of record as shown on the records of DTC and the DTC Participants on a date in one of those months. Dividends paid by a Fund will generally not be eligible for the dividends received deduction for Beneficial Owners that are corporations.

Distributions paid by a Fund from the excess of net long-term capital gains over net short-term capital losses are considered “capital gains dividends” regardless of the length of time an investor has owned Shares in the Fund. Any loss on the sale or exchange of a share held for six months or less may be treated as a long-term capital loss to the extent of any capital gain dividends received by the Beneficial Owner. Investors should note that the regular quarterly dividends paid by a Fund will not be based on the Fund’s investment company taxable income and net capital gain, but rather will be based on the dividends paid with respect to the Depositary Receipts held by the Fund. As a result, a portion of the distributions of a Fund may be treated as a return of capital or a capital gain dividend for federal income tax purposes or a Fund may make additional distributions in excess of the yield performance of the Securities in order to distribute all of its investment company taxable income and net capital gain.

Distributions in excess of a Fund’s current or accumulated earnings and profits (as specially computed) generally will be treated as a return of capital for federal income tax purposes and will reduce a Beneficial Owner’s tax basis in the Fund. Return of capital distributions may result, for example, if a portion of the dividends declared represents cash amounts deposited in connection with Portfolio Deposits rather than dividends actually received by the Fund. Under certain circumstances, a significant portion of a Fund’s regular

quarterly dividends could be treated as return of capital distributions. Such circumstances may be more likely to occur in periods during which the number of outstanding Shares fluctuates significantly, as may occur during the initial years of a Fund. Beneficial Owners will receive annual notification from the Trustee through the DTC Participants as to the tax status of the Fund’s distributions. A distribution paid shortly after a purchase or creation of Shares will be taxable even though in effect it may represent a return of capital.

The sale of Shares of a Fund by a Beneficial Owner is a taxable event, and may result in a gain or loss, which generally should be a capital gain or loss for Beneficial Owners that are not dealers in securities.

Dividends received by each Fund may be subject to withholding and other taxes imposed by foreign countries. Tax conventions between certain countries and the United States may reduce such taxes. Because more than 50% of the total assets of each Fund will consist of Depositary Receipts with respect to foreign securities, each Fund intends to “pass through” certain foreign income taxes (including withholding taxes) paid by the Fund. This means that Beneficial Owners will be considered to have received, as an additional dividend, their share of such foreign taxes, but, subject to certain conditions, Beneficial Owners may be entitled to either a corresponding tax deduction in calculating their taxable income, or, subject to certain limitations (including special limitations that apply in the case of foreign-source “qualified dividend income”), a credit in calculating federal income tax.

Adverse federal income tax consequences, including potentially a tax liability imposed on the Fund, could arise if a Fund holds Depositary Receipts of an entity that is classified as a “passive foreign investment company” (a “PFIC”) under the Code. In order to avoid such a tax, a Fund may elect to mark-to-market its PFIC holdings each year. Any net appreciation would then be treated as ordinary income.

Alternatively, under certain conditions, a Fund may be able to elect to include in income currently its share of the PFIC’s ordinary earnings and long-term capital gains, whether or not such income were actually distributed by the PFIC. Because it is not always possible to identify an issuer as a PFIC in a timely manner, a Fund may incur the PFIC tax in some instances; the PFIC tax can be quite punitive in its operation.

Under the Code, an in-kind redemption of Shares of a Fund will not result in the recognition of taxable gain or loss by the Fund but generally will constitute a taxable event for the redeeming shareholder. Upon redemption, a Beneficial Owner generally will recognize gain or loss measured by the difference on the date of redemption between the aggregate value of the cash and securities received and its tax basis in the Shares redeemed. Securities received upon redemption (which will be comprised of the securities portion of the Portfolio Deposit in effect on the date of redemption) generally will have an initial tax basis equal to their respective market values on the date of redemption. The Internal Revenue Service (“IRS”) may assert that any resulting loss may not be deducted by a Beneficial Owner on the basis that there has been no material change in such Beneficial Owner’s economic position or that the transaction has no significant economic or business utility apart from the anticipated tax consequences. Beneficial Owners of Shares in Creation Unit size aggregations should consult their own tax advisors as to the consequences to them of the redemption of Shares in a Fund.

Dividend distributions, capital gains distributions, and capital gains from sales or redemptions may also be subject to state, local and foreign taxes. Beneficial Owners are urged to consult their tax advisors regarding the applicability of such taxes to their particular situations.

Deposit of a Portfolio Deposit with the Trustee in exchange for Shares in a Fund in Creation Unit size aggregations will not result in the recognition of taxable gain or loss by the Fund but generally will constitute a taxable event to the depositor under the Code, and a depositor generally will recognize gain or loss with respect to each security deposited equal to the difference between the amount realized in respect of the security and the depositor’s tax basis therein. The amount realized with respect to a security deposited should be determined by allocating the value on the date of deposit of the Fund Shares received (less any cash paid to the Fund, or plus any cash received from the Fund, in connection with the deposit) among the securities deposited on the basis of their respective fair market values at that time. The IRS may assert that any resulting losses may not be deducted by a depositor on the basis that there has been no material change in the depositor’s economic position or that the transaction has no significant economic or business utility or purpose

apart from the anticipated tax consequences. Depositors should consult their own tax advisors as to the tax consequences to them of a deposit to a Fund.

The Trustee has the right to reject the order to create Creation Units transmitted to it by the Distributor if the depositor or group of depositors, upon obtaining the Shares ordered, would own eighty percent (80%) or more of the outstanding Shares of the Fund, and if pursuant to Section 351 of the Code such a circumstance would result in the Fund having a basis in the securities deposited different from the market value of such securities on the date of deposit. The Trustee has the right to require information regarding Fund ownership pursuant to the Participant Agreement and from DTC and to rely thereon to the extent necessary to make the foregoing determination as a condition to the acceptance of a Portfolio Deposit.

Ordinary income dividends to Beneficial Owners who are non-resident aliens or foreign entities will be subject to a thirty percent (30%) United States withholding tax unless a reduced rate of withholding or a withholding exemption is provided under applicable tax treaties. In addition, distributions attributable to gains from sales of United States real property received by Beneficial Owners who are nonresident aliens may be subject to special withholding rules or may otherwise be treated as ordinary income dividends as discussed in the preceding sentence. If the non-resident Shareholders were to invest directly in the foreign securities held by the Funds, dividends on such securities would not be subject to U.S. withholding tax. Furthermore, the election to “pass-through” foreign income taxes, as described above, will generally increase the amounts subject to U.S. withholding with no assurance that the non-resident Shareholders will be able to claim any corresponding credit or deduction. Non-resident shareholders are urged to consult their own tax advisors concerning the applicability of United States withholding tax, as well as United States estate taxes.

“Backup withholding” will apply to dividends, capital gain distributions, redemptions and sales of Fund Shares unless (a) the Beneficial Owner is a corporation or comes within certain other exempt categories and, when required, demonstrates this fact, or (b) provides a taxpayer identification number, certifies as to no loss of exemption from backup withholding, and otherwise complies with applicable requirements of the backup withholding rules. The rate of such backup withholding is currently 28%. The amount of any backup withholding from a payment to a Beneficial Owner will be allowed as a credit against the holder’s U.S. federal income tax liability and may entitle such holder to a refund from the IRS, provided that the required information is furnished to the IRS.

ERISA Considerations

In considering the advisability of an investment in a Fund, fiduciaries of pension, profit sharing or other tax-qualified retirement plans (including Keogh Plans) and funded welfare plans (collectively, “Plans”) subject to the fiduciary responsibility requirements of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), should consider, among other things, whether an investment in a Fund (a) is permitted by the documents and instruments governing the Plan, (b) is made solely in the interest of participants and beneficiaries of the Plans, (c) is consistent with the prudence and diversification requirements of ERISA, and that the acquisition and holding of a Fund does not result in a non-exempt “prohibited transaction” under Section 406 of ERISA or Section 4975 of the Code. Individual retirement account (“IRA”) investors should consider that an IRA may make only such investments as are authorized by the IRA’s governing instruments and that IRAs are subject to the prohibited transaction rules of Section 4975 of the Code.

As described in the preceding paragraph, ERISA imposes certain duties on Plan fiduciaries, and ERISA and/or Section 4975 of the Code, prohibit certain transactions involving “plan assets” between Plans or IRAs and persons who have certain specified relationships to the Plan or IRA (that is, “parties in interest” as defined in ERISA or “disqualified persons” as defined in the Code). The fiduciary standards and prohibited transaction rules that apply to a Plan will not apply to the Trust’s assets because the Trust is an investment company registered under the Investment Company Act of 1940. As such, the Trust’s assets are not deemed to be “plan assets” under ERISA and U.S. Department of Labor regulations by virtue of a Plan’s investment in a Fund.

Employee benefit plans that are government plans (as defined in Section 3(32) of ERISA), certain church plans (as defined in Section 3(33) of ERISA) and foreign plans (as described in Section 4(b)(4) of ERISA) are not subject to the requirements of ERISA or Section 4975 of the Code. The fiduciaries of governmental plans

should, however, consider the impact of their respective state pension codes or other applicable law on investments in a Fund and the considerations discussed above, to the extent such considerations apply.

THE TRUSTEE

The Trustee is The Bank of New York Mellon, a corporation organized under the laws of the State of New York with trust powers. The Trustee has a trust office at 2 Hanson Place, 12th Floor, Brooklyn, NY 11217 and its Internal Revenue Service Employer Identification Number is 13-5160382. The Trustee holds each Funds’ assets, calculates the NAV of the Shares and calculates net income and realized capital gains or losses. The Trustee may be reimbursed by a Fund for its out-of-pocket expenses relating to its services as Trustee (the Funds will not reimburse expenses of The Bank of New York Mellon in its capacity as Licensor). The Trustee is subject to supervision and examination by the Federal Reserve Bank of New York, the Federal Deposit Insurance Corporation and the New York State Banking Department.

For services performed under the Trust Agreement and Indenture, the Trustee is paid by each Fund a fee at an annual rate of 6 / 100 of 1% to 10 / 100 of 1% of the NAV of each Fund, as shown below, such percentage amount to vary depending on the NAV of a Fund. Such compensation is computed on each Business Day on the basis of the NAV of each Fund on such day, and the amount thereof is accrued daily and paid monthly.

TRUSTEE FEE SCALE


	Fee as a Percentage
NAV of a Fund	of NAV of a Fund
	(In U.S. dollars ($))

0-499,999,999		10/100 of 1% per year*
500,000,000-2,499,999,999		8/100 of 1% per year*
2,500,000,000 and above		6/100 of 1% per year*


*		The fee indicated applies to that portion of the NAV of a Fund that falls in the size category indicated.

The Trustee may resign and be discharged of the Trust created by the Trust Agreement and Indenture by executing a notice of resignation in writing and filing such notice with the Sponsor and mailing a copy of the notice of resignation to all DTC Participants reflected on the records of DTC as owning Shares for distribution to Beneficial Owners as provided above not less than sixty (60) days before the date such resignation is to take effect. Such resignation becomes effective upon the appointment of and the acceptance by the Trust of a successor Trustee. The Sponsor, upon receiving notice of such resignation, is obligated to use its best efforts to appoint a successor Trustee promptly. If no successor is appointed within sixty (60) days after the date such notice of resignation is given, the Trust shall terminate.

If the Trustee becomes incapable of acting as such or is adjudged bankrupt or is taken over by any public authority, the Sponsor may discharge the Trustee and appoint a successor Trustee as provided in the Trust Agreement and Indenture. The Sponsor shall mail notice of such discharge and appointment via the DTC Participants to Beneficial Owners. Upon a successor Trustee’s execution of a written acceptance of an appointment as Trustee for the Trust, the successor Trustee becomes vested with all the rights, powers, duties and obligations of the original Trustee. A successor Trustee must be: (a) a trust company, corporation or national banking association organized, doing business under the laws of the United States or any state thereof; (b) authorized under such laws to exercise corporate trust powers; and (c) at all times have an aggregate capital, surplus and undivided profit of not less than $50,000,000.

Beneficial Owners of 51% of the then outstanding Shares may at any time remove the Trustee by written instrument(s) delivered to the Trustee and the Sponsor. The Sponsor shall thereupon use its best efforts to appoint a successor Trustee as described above.

The Trust Agreement and Indenture limits the Trustee’s liabilities. It provides, among other things, that the Trustee is not liable for: (a) any action taken in reasonable reliance on properly executed documents or for the disposition of monies or stocks or for the evaluations required to be made thereunder, except by reason of

its own gross negligence, bad faith, willful malfeasance, willful misconduct, or reckless disregard of its duties and obligations; (b) depreciation or loss incurred by reason of the sale by the Trustee of any Fund Securities; (c) any action the Trustee takes where the Sponsor fails to act; and (d) any taxes or other governmental charges imposed upon or in respect of Fund Securities or upon the interest thereon or upon it as Trustee or upon or in respect of the Trust which the Trustee may be required to pay under any present or future law of the United States of America or of any other taxing authority having jurisdiction.

The Trustee and its directors, subsidiaries, shareholders, officers, employees, and affiliates under common control with the Trustee will be indemnified from the assets of the Trust and held harmless against any loss, liability or expense incurred without gross negligence, bad faith, willful misconduct, willful malfeasance on the part of such party or reckless disregard of its duties and obligations, arising out of, or in connection with its acceptance or administration of the Trust, including the costs and expenses (including counsel fees) of defending against any claim or liability.

THE SPONSOR

The Sponsor is a registered investment adviser with its offices at 301 West Roosevelt Road, Wheaton, IL 60187. The Sponsor serves as the investment adviser to a family of exchange-traded funds with combined assets under management in excess of $8.3 billion as of November 30, 2008. Invesco PowerShares is currently comprised of 119 exchange traded funds.

On September 18, 2006 INVESCO PLC, now known as INVESCO Ltd., acquired the Sponsor. INVESCO Ltd. is an independent global investment manager. Operating under the AIM, INVESCO, INVESCO PERPETUAL and Atlantic Trust brands, INVESCO Ltd. strives to deliver products and services through a comprehensive array of retail and institutional products for clients around the world. INVESCO Ltd., which had approximately $348 billion in assets under management as of November 30, 2008, is listed on the New York and Toronto stock exchanges with the symbol “IVZ.”

The Sponsor, at its own expense, may from time to time provide additional promotional incentives to brokers who sell Shares to the public. In certain instances, these incentives may be provided only to those brokers who meet certain threshold requirements for participation in a given incentive program, such as selling a significant number of Shares within a specified period.

If at any time the Sponsor fails to undertake or perform or becomes incapable of undertaking or performing any of the duties required under the Trust Agreement and Indenture and such failure is not cured within fifteen (15) Business Days following receipt of notice from the Trustee, or resigns, or becomes bankrupt or its affairs are taken over by public authorities, the Trustee may appoint a successor Sponsor, agree to act as Sponsor itself, or may terminate the Trust Agreement and Indenture and liquidate the Trust. Notice of the resignation or removal of the Sponsor and the appointment of a successor shall be mailed by the Trustee to DTC and the DTC Participants for distribution to Beneficial Owners. Upon a successor Sponsor’s execution of a written acceptance of appointment as Sponsor of the Trust, the successor Sponsor becomes vested with all of the rights, powers, duties and obligations of the original Sponsor. Any successor Sponsor may be compensated at rates deemed by the Trustee to be reasonable.

The Sponsor may resign by executing and delivering to the Trustee an instrument of resignation. Such resignation shall become effective upon the appointment of a successor Sponsor and the acceptance of appointment by the successor Sponsor, unless the Trustee either agrees to act as Sponsor or terminates the Trust Agreement and Indenture and liquidates the Trust. The dissolution of the Sponsor or its ceasing to exist as a legal entity for any cause whatsoever will not cause the termination of the Trust Agreement and Indenture or the Trust unless the Trustee deems termination to be in the best interests of the Beneficial Owners of Shares.

The Trust Agreement and Indenture provides that the Sponsor is not liable to the Trustee, the Trust or to the Beneficial Owners of Shares for taking any action, or for refraining from taking any action, made in good faith or for errors in judgment, but is liable only for its own gross negligence, bad faith, willful misconduct or willful malfeasance in the performance of its duties or its reckless disregard of its obligations and duties under

the Trust Agreement and Indenture. The Sponsor is not liable or responsible in any way for depreciation or loss incurred by the Trust because of the sale of any Fund Securities. The Trust Agreement and Indenture further provides that the Sponsor and its directors, subsidiaries, shareholders, officers, employees, and affiliates under common control with the Sponsor shall be indemnified from the assets of the Trust and held harmless against any loss, liability or expense incurred without gross negligence, bad faith, willful misconduct or willful malfeasance on the part of any such party in the performance of its duties or reckless disregard of its obligations and duties under the Trust Agreement and Indenture, including the payment of the costs and expenses of defending against any claim or liability.

INDEX LICENSE

The Sponsor pays an annual licensing fee to the Licensor equal to 6/100th of one percent of the aggregate net assets of each Fund, and is reimbursed by each Fund for such payment. The Licensor will work closely with the Sponsor and the Distributor to foster the success of the Funds and expects to commit financial and management resources to the initial and ongoing marketing of the Shares. The Licensor has agreed to waive licensing fees in certain circumstances. See “Expenses of a Fund.”

SELECTION CRITERIA, CONSTRUCTION AND MAINTENANCE STANDARDS
FOR THE BNY MELLON ADR INDEXES

The BNY Mellon ADR Indexes are subindexes of the BNY Mellon ADR Composite Index, which is a composite of all Depositary Receipts in American, GDR, New York share, or Global Share form that are listed for trading on Nasdaq, the NYSE, and the NYSE Alternext US, subject to eligibility requirements as stated below.

The “ADR Index Administrator” of the Licensor makes additions to and removals from each BNY Mellon ADR Index by applying specific criteria as set out in The Bank of New York Mellon ADR Index Administration and Procedures Manual which is described generally below. The decisions of the ADR Index Administrator are subject to the review of the “ADR Index Committee.”

The ADR Index Committee currently consists of 14 individuals (“Members”). Ten Members are employees of the Licensor, while the other four Members are not employees of The Bank of New York Mellon (“Non-Licensor Members”). Members are subject to strict guidelines which ensure the objectivity and independence of each Member’s decision making.

The Bank of New York Mellon has adopted a code of conduct and policy which is designed to prevent fraud, deception and misconduct against the Trust and each Fund and provides reasonable standards of conduct for The Bank of New York Mellon, its affiliates and employees. In addition, The Bank of New York Mellon has adopted firewall procedures (“Firewall Procedures”) which sets forth internal controls and procedures at The Bank of New York Mellon and its affiliates with respect to the Trust and the Funds. The purpose of these Firewall Procedures is to: (i) prevent information regarding the various BNY Mellon ADR Indexes from being misused by The Bank of New York Mellon, its affiliates, its employees and Members; and (ii) prevent manipulation of the BNY Mellon ADR Indexes as would result in the prioritizing the interests of The Bank of New York Mellon over the shareholders of the Funds or the market in general.

The issuers of the Depositary Receipts are subject to SEC registration and disclosure requirements under U.S. securities laws or have an exemption from U.S. reporting requirements based on historic listings prior to 1983. Eligible securities are evaluated to ensure their overall consistency with the character, design and purpose of each BNY Mellon ADR Index, to further its use as an effective benchmark.

The BNY Mellon ADR Indexes are capitalization weighted, using an index formula based upon the aggregate of prices times share quantities. The number of shares outstanding used in the index calculation generally represents the entire class(es) or series that trades in the issuer’s local market and that is eligible to be converted into the form of Depositary Receipts already trading in the U.S. These shares are adjusted by a “free-float” factor and a Depositary Receipt conversion ratio, and the result is multiplied by the last sale price

as reported on Nasdaq, the NYSE, or the NYSE Alternext US. All of the BNY Mellon ADR Indexes are denominated in U.S. dollars and are calculated on a price only and total rate of return basis, with the reinvestment of dividends as of the ex-dividend date.

The BNY Mellon ADR Indexes are ordinarily calculated every business day on which the U.S. stock exchanges are open for trading, regardless of regular trading in local markets.

To be eligible for inclusion in the BNY Mellon ADR Indexes, a security must have:

(1) A price greater than or equal to $3, (2) a minimum 3 month average daily Depositary Receipt trading volume greater than or equal to 25,000 shares, or 125,000 ordinary shares in the local market and (3) Free-float adjusted market capitalization greater than or equal to $250 million.

In the case of new ADRs with both ADRs and ordinary volume measurable for a period of less than 3 months, average daily Depositary Receipts trading volume or local share trading volume for the available time period will be used in the calculation. In addition, the ADR must trade at least once in any consecutive ten day period. For re-inclusion into the BNY Mellon ADR Indexes, the Depositary Receipts must not have more than ten consecutive non-trading days during the past quarter.

Component Depositary Receipts are reviewed quarterly (“Quarterly Review”). During the Quarterly Review, current components (current “members” of the Indexes) are retained provided that the above eligibility requirements are met and provided that the free float adjusted market capitalization of the smallest member is no more than 5% lower than that of the largest eligible non-member not included in the indexes. Otherwise, the smallest component is replaced with the largest eligible non-member. The process continues with the second smallest current member compared to the second largest eligible non-member, and so on. Moreover, if at any time during the period, a member of one of the Indexes is dropped, the security will be replaced by the largest eligible non-member.

Quarterly Reviews are ordinarily performed at the close of trading on the Wednesday before the second Friday in March, June, September and December. New shares will be announced by the Thursday preceding the third Friday in March, June, September and December. All changes will be made effective prior to the opening of trading following the third Friday in March, June, September and December. As stated, the BNY Mellon ADR Indexes are capitalization weighted. Current market capitalization weights of the index components are subject to adjustment by quarterly index weight rebalancings as described below:

(a) The percent weight of the total index market capitalization represented by any individual component Depositary Receipts may not exceed 23%, and,

(b) With respect to 55% of the total index market capitalization, the index weights of component Depositary Receipts must be diversified so that no single index component exceeds 4.5%.

Ordinarily, as of the close of trading on the Wednesday preceding the second Friday in March, June, September and December, if one or more index components exceed either or both of the limits above, the index weights of these component Depositary Receipts will be reduced and redistributed across the remaining index component Depositary Receipts that do not exceed these limits. The index algorithms used for these calculations are available upon request.

The BNY Mellon ADR Indexes are monitored and maintained to account for company additions and deletions, share changes and corporate actions (such as stock splits, stock dividends, spin-offs, etc.) Some corporate actions, such as stock splits and stock dividends, require simple changes in the common shares outstanding and the Depositary Receipts prices of companies in the BNY Mellon ADR Indexes. Such corporate actions, which require no adjustment to a BNY Mellon ADR Index divisor, will be implemented prior to the opening of trading on the effective date of the corporate action.

Other corporate actions, such as share issuances that change the market capitalization, may require an adjustment to the index divisor. Index divisor adjustments are ordinarily made to avoid index discontinuity due to adjustments made for corporate actions. Divisor adjustments are ordinarily made after the calculation of the closing value of the BNY Mellon ADR Indexes, and prior to the opening of trading on the effective date of

such corporate actions. Constituent component Depositary Receipts that have share changes less than or equal to 10% will be adjusted on a quarterly basis along with the Quarterly Review mentioned above. Depositary Receipts with share changes that affect outstanding shares by greater than 10% will be adjusted prior to the opening of trading on the date of effectiveness of the share change.

Types of Depositary Receipt Facilities

Companies have a choice of four types of Depositary Receipt facilities: unsponsored and three levels of sponsored Depositary Receipts. Unsponsored Depositary Receipts are issued by one or more depositaries in response to market demand, but without a formal agreement with the company. Sponsored Depositary Receipts are issued by one depositary appointed by the company under a Deposit Agreement or service contract.

Sponsored Level I Depositary Receipts

Although no Fund holds any Level I Depositary Receipts, Level I Depositary Receipts are traded in the U.S. over-the-counter market and on some exchanges outside the United States. The company does not have to comply with U.S. generally accepted accounting principles (“GAAP”) or full SEC disclosure. Numerous companies such as GlaxoSmithKline Plc, Bank of Ireland, AstraZeneca Plc and AngloGold Ashanti Limited started with a Level I program and have upgraded to a Level II (Listing) or Level III (Offering) program.

All sponsored Depositary Receipts within the BNY Mellon ADR Indexes are either Level II or Level III Depositary Receipts.

Sponsored Level II and Level III Depositary Receipts

Companies that wish to list their securities on an exchange in the United States use sponsored Level II or Level III Depositary Receipts, respectively. These types of Depositary Receipts can also be listed on some exchanges outside the United States. Each level requires different SEC registration and reporting, plus adherence to GAAP. The companies must also meet the listing requirements of the national exchange or market (Nasdaq, NYSE, or NYSE Alternext US), whichever it chooses.

The table below illustrates the percentage of Unsponsored Component Depositary Receipts for each BNY Mellon ADR Index as of September 30, 2008:


BNY Mellon Asia 50 ADR Index	1.22	%
BNY Mellon Developed Markets 100 ADR Index	1.50	%
BNY Mellon Emerging Markets 50 ADR Index	0	%
BNY Mellon Europe 100 ADR Index	1.41	%

Information regarding the specific level of sponsorship of each component Depositary Receipt within the BNY Mellon ADR Indexes is available on the Licensor’s website (http://www.adrBNYMellon.com).

BNY MELLON ADR INDEX CALCULATION AND DISSEMINATION

The following table indicates turnover in the components of the BNY Mellon ADR Indexes during the period beginning April 12, 2001 (the date each BNY Mellon ADR Index was first calculated) and ending on September 30, 2008.


BNY Mellon Asia 50 ADR Index	120	%
BNY Mellon Developed Markets 100 ADR Index	90	%
BNY Mellon Emerging Markets 50 ADR Index	174	%
BNY Mellon Europe 100 ADR Index	84	%

The value of each BNY Mellon ADR Index will be calculated continuously and disseminated every 15 seconds over the Consolidated Tape Association’s Network B. The major electronic financial data vendors — Bloomberg, Quotron, Reuters and Bridge Information Systems — publish and are expected to continue publishing information on each BNY Mellon ADR Index for their subscribers.

Brief descriptions of the BNY Mellon ADR Indexes on which the Funds are based and the equity markets in which the Funds are invested are provided below.

The BNY Mellon Asia 50 ADR Index

General Background

The BNY Mellon Asia 50 ADR Index is intended to give investors a benchmark for tracking the price and yield performance of Depositary Receipts from the Asian market. A list of the 50 component Depositary Receipts included in The BNY Mellon Asia 50 ADR Index as of September 30, 2008 and the sector groups comprising The BNY Mellon Asia 50 ADR Index as of September 30, 2008 is included below.


Component Depository Receipts		Sector

Alumina Ltd.		Industrial Metals & Mining
AU Optronics Corp.		Technology, Hardware & Equipment
Baidu.com Inc.		Software & Computer Services
BHP Billiton Ltd.		Mining
Canon Inc.		Technology, Hardware & Equipment
China Life Insurance Co. Ltd.		Life Insurance
China Mobile Ltd.		Mobile Telecommunications
China Netcom Group Corp. (Hong Kong) Ltd.		Fixed Line Telecommunciations
China Petroleum & Chemical Corp.		Oil & Gas Producers
China Telecom Corp. Ltd.		Fixed Line Telecommunciations
China Unicom Ltd.		Mobile Telecommunications
Chunghwa Telecom Co. Ltd.		Fixed Line Telecommunciations
CNOOC Ltd.		Oil & Gas Producers
FUJIFILM Holdings Corp.		Technology, Hardware & Equipment
HDFC Bank Ltd.		Banks
Hitachi Ltd.		Electronics & Electronic Equipment
Honda Motor Co. Ltd.		Automobiles & Parts
ICICI Bank Ltd.		Banks
Infosys Technologies Ltd.		Software & Computer Services
KB Financial Group Inc. ()		Banks
Korea Electric Power Corp.		Electricity
KT Corp.		Fixed Line Telecommunciations
Kubota Corp.		Industrial Engineering
Kyocera Corp.		Electronics & Electronic Equipment
LG Display Co. Ltd.		Technology, Hardware & Equipment
Matsushita Electric Industrial Co. Ltd.*		Leisure Goods
Mitsubishi UFJ Financial Group Inc.		Banks
Mitsui & Co. Ltd.		Support Services
Mizuho Financial Group Inc.		Banks
Nidec Corp.		Electronics & Electronic Equipment
Nippon Telegraph & Telephone Corp.		Fixed Line Telecommunciations
Nissan Motor Co. Ltd.		Automobiles & Parts
Nomura Holdings Inc.		Financial Services
NTT DoCoMo Inc.		Mobile Telecommunications
PetroChina Co. Ltd.		Oil & Gas Producers
Philippine Long Distance Telephone Co.		Mobile Telecommunications


Component Depository Receipts		Sector

POSCO		Industrial Metals & Mining
Santos Ltd.		Oil & Gas Producers
Satyam Computer Services Ltd.		Software & Computer Services
Shinhan Financial Group Co. Ltd.		Banks
Siliconware Precision Industries Co. Ltd.		Technology, Hardware & Equipment
SK Telecom Co. Ltd.		Mobile Telecommunications
Sony Corp.		Leisure Goods
Suntech Power Holdings Co. Ltd.		Alternative Energy
Taiwan Semiconductor Manufacturing Co.		Technology, Hardware & Equipment
TDK Corp.		Electronics & Electronic Equipment
Telecom Corp. of New Zealand Ltd.		Fixed Line Telecommunciations
Telekomunikasi Indonesia		Fixed Line Telecommunciations
Toyota Motor Corp.		Automobiles & Parts
Westpac Banking Corp.		Banks


*		Name changed to Panasonic Corporation on 10/01/08


Total Market Capitalization	$	1,095,117,827,987
Number of Constituents		50
Percent of Ten Largest Constituents		56.09	%

10 Largest Components by Free-Float Market Capitalization:


						Cumulative
	Free-Float Market		Index			Index
Company	Capitalization		Weight			Weight

Toyota Motor Corp.	$	127,808,483,946		11.67	%		11.67	%
Mitsubishi UFJ Financial Group Inc.	$	95,084,470,716		8.68	%		20.35	%
BHP Billiton Ltd	$	87,209,324,008		7.96	%		28.32	%
Honda Motor Co. Ltd.	$	55,033,505,227		5.03	%		33.34	%
Mizuho Financial Group Inc.	$	50,437,199,400		4.61	%		37.95	%
Canon Inc.	$	44,399,286,396		4.05	%		42.00	%
China Mobile Ltd.	$	41,755,902,776		3.81	%		45.82	%
Taiwan Semiconductor Manufacturing Co	$	41,298,971,687		3.77	%		49.59	%
Matsushita Electric Industrial Co. Ltd.	$	36,741,082,252		3.36	%		52.94	%
Westpac Banking Corp.	$	34,500,390,499		3.15	%		56.09	%

Total				56.09	%

ADR changed to Panasonic Corporation on 10/1/08

10 Largest Sector Groups (% Index Weight):


						Cumulative
	Free Float Market		Index			Index
Sector	Capitalization		Weight			Weight

Banks	$	225,546,087,381		20.60	%		20.60	%
Automobiles & Parts	$	199,953,183,741		18.26	%		38.85	%
Technology, Hardware & Equipment	$	115,505,362,672		10.55	%		49.40	%
Mining	$	87,209,708,232		7.96	%		57.37	%
Mobile Telecommunications	$	83,955,018,047		7.67	%		65.03	%
Leisure Goods	$	67,504,158,035		6.16	%		71.20	%
Oil & Gas Producers	$	61,496,341,631		5.62	%		76.81	%
Fixed Line Telecommunciations	$	55,644,031,958		5.08	%		81.89	%
Electronics & Electronic Equipment	$	51,220,851,051		4.68	%		86.57	%
Industrial Metals & Mining	$	30,271,247,001		2.75	%		89.33	%

Total				89.33	%

The BNY Mellon Developed Markets 100 ADR Index

General Background

The BNY Mellon Developed Markets 100 ADR Index is intended to give investors a benchmark for tracking the price and yield performance of Developed Markets Depositary Receipts. A list of the 100 component Depositary Receipts included in The BNY Mellon Developed Markets 100 ADR Index as of September 30, 2008 and the sector groups comprising The BNY Mellon Developed Markets 100 ADR Index as of September 30, 2008 is included below.


Component Depository Receipts		Sector

ABB Ltd.		Industrial Engineering
Aegon N.V.		Life Insurance
Alcatel Lucent		Technology, Hardware & Equipment
Allianz SE		Nonlife Insurance
Allied Irish Banks PLC		Banks
Alumina Limited		Industrial Metals & Mining
Anglo American PLC		Mining
ArcelorMittal		Industrial Metals & Mining
ASML Holding N.V.		Technology, Hardware & Equipment
AstraZeneca PLC		Pharmaceuticals & Biotechnology
AXA S.A.		Nonlife Insurance
Banco Bilbao Vizcaya Argentaria, S.A.		Banks
Banco Santander, S.A.		Banks
Barclays PLC		Banks
BHP Billiton Limited		Mining
BHP Billiton PLC		Mining
BP PLC		Oil & Gas Producers
British American Tobacco PLC		Tobacco
British Sky Broadcasting Group PLC		Media
BT Group PLC		Fixed Line Telecommunications
Cadbury PLC		Food Producers
Canon Inc.		Technology, Hardware & Equipment


Component Depository Receipts		Sector

Carnival PLC		Travel & Leisure
CGG Veritas		Oil Equipment, Services & Distribution
Coca-Cola Hellenic Bottling Company S.A.		Beverages
Credit Suisse Group		Banks
CRH PLC		Construction & Metals
Daimler AG		Automobiles & Parts
Delhaize Group		Food & Drug Retailers
Deutsche Bank Aktiengesellschaft		Banks
Deutsche Telekom AG		Mobile Telecommunications
Diageo PLC		Beverages
Elan Corporation, PLC		Pharmaceuticals & Biotechnology
ENI SpA		Oil & Gas Producers
France Telecom		Fixed Line Telecommunications
Fresenius Medical Care AG & Co. KGaA		Health Care Equipment & Services
FUJIFILM Holdings Corp.		Technology, Hardware & Equipment
GlaxoSmithKline PLC		Pharmaceuticals & Biotechnology
Hellenic Telecommunications Organization S.A.		Fixed Line Telecommunications
Hitachi Ltd.		Electronics & Electronic Equipment
Honda Motor Co., Ltd.		Automobiles & Parts
HSBC Holdings PLC		Banks
Infineon Technologies AG		Technology, Hardware & Equipment
ING Groep N.V.		Life Insurance
Koninklijke Philips Electronics N.V.		Leisure Goods
Kubota Corporation		Industrial Engineering
Kyocera Corporation		Electronics & Electronic Equipment
L.M. Ericsson Telephone Company		Technology, Hardware & Equipment
Lloyds TSB Group PLC		Banks
Logitech International S.A.		Technology, Hardware & Equipment
Matsushita Electric Industrial Co. Ltd.*		Leisure Goods
Mitsubishi UFJ Financial Group, Inc.		Banks
Mitsui & Co., Ltd.		Support Services
Mizuho Financial Group, Inc.		Banks
National Bank of Greece S.A.		Banks
National Grid PLC		Gas, Water & Multiutility
Nidec Corporation		Electronics & Electronic Equipment
Nippon Telegraph and Telephone Corporation		Fixed Line Telecommunications
Nissan Motor Co., Ltd.		Automobiles & Parts
Nokia Corporation		Technology, Hardware & Equipment
Nomura Holdings, Inc.		Financial Services
Novartis AG		Pharmaceuticals & Biotechnology
Novo Nordisk A/S		Pharmaceuticals & Biotechnology
NTT DoCoMo, Inc.		Mobile Telecommunications
Pearson PLC		Media
Portugal Telecom SGPS, S.A.		Fixed Line Telecommunications


Component Depository Receipts		Sector

Prudential PLC		Life Insurance
Reed Elsevier NV		Media
Reed Elsevier PLC		Media
Repsol YPF, S.A.		Oil & Gas Producers
Rio Tinto PLC		Mining
Royal Dutch Shell PLC (A Shares)		Oil & Gas Producers
Royal Dutch Shell PLC (B Shares)		Oil & Gas Producers
Ryanair Holdings PLC		Travel & Leisure
Sanofi-Aventis		Pharmaceuticals & Biotechnology
Santos, Ltd.		Oil & Gas Producers
SAP AG		Software & Computer Services
Shire PLC		Pharmaceuticals & Biotechnology
Siemens Aktiengesellschaft.		Electronics & Electronic Equipment
Smith & Nephew PLC		Health Care Equip. & Services
Sony Corporation		Leisure Goods
StatoilHydro ASA		Oil & Gas Producers
STMicroelectronics N.V.		Technology, Hardware & Equipment
Syngenta AG		Chemicals
TDK Corporation		Electronics & Electronic Equipment
Telecom Corporation of New Zealand Limited		Fixed Line Telecommunications
Telecom Italia S.p.A.		Fixed Line Telecommunications
Telefonica, S.A.		Fixed Line Telecommunications
The Governor and Company of the Bank of Ireland		Banks
The Royal Bank of Scotland Group PLC		Banks
Thomson Reuters PLC		Media
Total S.A.		Oil & Gas Producers
Toyota Motor Corp.		Automobiles & Parts
UBS AG		Banks
Unilever N.V.		Food Producers
Unilever PLC		Food Producers
Veolia Environnement		Gas, Water & Multiutility
Vodafone Group PLC		Mobile Telecommunications
Westpac Banking Corporation		Banks
WPP Group PLC**		Media


*		Name Changed to Panasonic Corporation 10/1/08

**		Name Changed to WPP PLC 11/19/08


Total Index Market Capitalization	$	3,892,387,097,853
Number of Constituents		100
Percent of Ten Largest Constituents		32.77	%

10 Largest Components by Free-Float Market Capitalization:


						Cumulative
	Free-Float Market		Index			Index
Company	Capitalization		Weight			Weight

HSBC Holdings PLC	$	194,331,900,868		4.99	%		4.99	%
BP PLC	$	156,899,514,376		4.03	%		9.02	%
Novartis AG	$	129,338,081,506		3.32	%		12.35	%
Total S.A.	$	128,082,450,994		3.29	%		15.64	%
Toyota Motor Corp.	$	127,808,483,946		3.28	%		18.92	%
GlaxoSmithKline PLC	$	124,181,129,294		3.19	%		22.11	%
Vodafone Group PLC	$	117,024,272,190		3.01	%		25.12	%
Royal Dutch Shell PLC (A Shares)	$	104,655,296,383		2.69	%		27.81	%
Telefonica S.A.	$	98,015,263,890		2.52	%		30.32	%
Mitsubishi UFJ Financial Group Inc.	$	95,084,470,716		2.45	%		32.77	%

Total				32.77	%

10 Largest Sector Groups (% Index Weight):


						Cumulative
	Free-Float Market		Index			Index
Sector	Capitalization		Weight			Weight

Banks	$	826,774,158,681		21.24	%		21.24	%
Oil & Gas Producers	$	586,882,449,453		15.08	%		36.32	%
Pharmaceuticals & Biotechnology	$	422,647,068,246		10.86	%		47.18	%
Mining	$	249,638,246,521		6.41	%		53.59	%
Automobiles & Parts	$	244,971,274,390		6.29	%		59.88	%
Fixed Line Telecommunications	$	224,357,192,320		5.76	%		65.65	%
Mobile Telecommunications	$	188,426,567,020		4.84	%		70.49	%
Technology, Hardware, & Equipment	$	188,379,858,375		4.84	%		75.33	%
Electronics & Electrical Equipment	$	127,312,197,197		3.27	%		78.60	%
Nonlife Insurance	$	115,732,345,580		2.98	%		81.57	%

Total				81.57	%

The BNY Mellon Emerging Markets 50 ADR Index

General Background

The BNY Mellon Emerging Markets 50 ADR Index is intended to give investors a benchmark for tracking the price and yield performance of Emerging Markets Depositary Receipts. A list of the 50 component Depositary Receipts included in The BNY Mellon Emerging Markets 50 ADR Index as of September 30, 2008 and the sector groups comprising The BNY Mellon Emerging Markets 50 ADR Index as of September 30, 2008 is included below.


Component Depository Receipts		Sector

America Movil S.A.B. de C.V.		Mobile Telecommunications
AngloGold Ashanti Limited		Mining
AU Optronics Corp.		Technology, Hardware & Equipment
Banco Bradesco S/A		Banks
Banco Itau Holding Financeira S.A.		Banks


Component Depository Receipts		Sector

Cemex S.A.B. de C.V.		Construction & Metals
China Life Insurance Co. Ltd.		Life Insurance
China Mobile Limited		Mobile Telecommunications
China Netcom Group Corporation (Hong Kong) Ltd.		Fixed Line Telecommunciations
China Petroleum & Chemical Corporation		Oil & Gas Producers
China Telecom Corp. Ltd.		Fixed Line Telecommunciations
China Unicom Ltd.		Mobile Telecommunications
Chunghwa Telecom Co., Ltd.		Fixed Line Telecommunciations
Companhia de Bebidas das Americas		Beverages
Companhia Energetica de Minas Gerais-Cemig		Electricity
Companhia Siderurgica Nacional		Industrial Metals & Mining
Companhia Vale do Rio Doce Cl A Pfd.		Industrial Metals & Mining
Companhia Vale do Rio Doce		Industrial Metals & Mining
CNOOC Limited		Oil & Gas Producers
Empresa Nacional de Electricidad S.A.		Electricity
Enersis S.A.		Electricity
Fomento Economico Mexicano S.A.B. de C.V.		Automobiles & Parts
Gerdau S.A.		Industrial Metals & Mining
Gold Fields Limited		Mining
Grupo Televisa, S.A.B.		Media
HDFC Bank Limited		Banks
ICICI Bank Limited		Banks
Infosys Technologies Limited		Software & Computer Services
KB Financial Group Inc.		Banks
Korea Electric Power Corporation		Electricity
LG Display Co. Ltd.		Technology, Hardware & Equipment
Mechel OAO		Industrial Metals & Mining
Mobile Telesystems OJSC		Mobile Telecommunications
PetroChina Company Limited		Oil & Gas Producers
Petroleo Brasileiro S/A A		Oil & Gas Producers
Petroleo Brasileiro S/A		Oil & Gas Producers
Philippine Long Distance Telephone Company		Mobile Telecommunications
POSCO		Industrial Metals & Mining
Sasol Limited		Oil & Gas Producers
Satyam Computer Services Limited		Software & Computer Services
Shinhan Financial Group Co. Ltd.		Banks
SK Telecom Co. Ltd.		Mobile Telecommunications
Taiwan Semiconductor Manufacturing Co. Ltd.		Technology, Hardware & Equipment
Tele Norte Leste Participacoes S.A.		Fixed Line Telecommunciations
Telefonos de Mexico S.A.B. de C.V.		Fixed Line Telecommunciations
Telekomunikasi Indonesia Tbk.		Fixed Line Telecommunciations
Tenaris S.A.		Industrial Metals & Mining
Teva Pharmaceutical Industries Limited		Pharmaceuticals & Biotechnology


Component Depository Receipts		Sector

Unibanco-Uniao de Bancos Brasileiros S.A. & Unibanco Holdings S.A.		Banks
Vimpel — Communications		Mobile Telecommunications


Total Index Market Capitalization	$	768,529,321,613
Number of Constituents		50
Percent of Ten Largest Constituents		49.54	%

10 Largest Components by Free-Float Market Capitalization:


						Cumulative
	Free-Float Market		Index			Index
Company	Capitalization		Weight			Weight

Petroleo Brasileiro S/A A	$	57,947,412,795		7.54	%		7.54	%
Petroleo Brasileiro S/A	$	49,388,655,893		6.43	%		13.97	%
China Mobile Ltd.	$	41,755,902,776		5.43	%		19.40	%
Taiwan Semiconductor Manufacturing Co.	$	41,298,971,687		5.37	%		24.77	%
America Movil S.A.B. de C.V.	$	37,839,696,484		4.92	%		29.70	%
Teva Pharmaceutical Industries Ltd.	$	37,351,392,083		4.86	%		34.56	%
Companhia Vale do Rio Doce Cl A Pfd	$	36,885,369,822		4.80	%		39.36	%
POSCO	$	26,670,763,901		3.47	%		42.83	%
China Life Insurance Co. Ltd.	$	25,991,677,998		3.38	%		46.21	%
Companhia Vale do Rio Doce	$	25,570,172,270		3.34	%		49.54	%

Total				49.54	%

10 Largest Sector Groups (% Index Weight):


						Cumulative
	Free-Float Market		Index			Index
Sector	Capitalization		Weight			Weight

Oil & Gas Producers	$	179,159,555,454		23.31	%		23.31	%
Industrial Metals & Mining	$	116,874,865,114		15.21	%		38.52	%
Mobile Telecommunications	$	112,429,691,517		14.63	%		53.15	%
Banks	$	103,251,914,359		13.44	%		66.58	%
Technology, Hardware, & Equipment	$	54,152,881,589		7.05	%		73.63	%
Fixed Line Telecommunications	$	40,353,169,090		5.25	%		78.88	%
Pharmaceuticals & Biotechnology	$	37,351,293,560		4.86	%		83.74	%
Life Insurance	$	25,991,661,657		3.38	%		87.12	%
Software & Computer Services	$	23,955,058,955		3.11	%		90.24	%
Electricity	$	20,755,671,389		2.70	%		92.94	%

Total				92.94	%

The BNY Mellon Europe 100 ADR Index

General Background

The BNY Mellon Europe 100 ADR Index is intended to give investors a benchmark for tracking the price and yield performance of European Depositary Receipts. A list of the 99 component Depositary Receipts

included in The BNY Mellon Europe 100 ADR Index as of September 30, 2008 and the sector groups comprising The BNY Mellon Europe 100 ADR Index as of September 30, 2008 is included below.


Component Depository Receipts		Sector

ABB Ltd.		Industrial Engineering
Acergy S.A.		Oil Equipment, Services & Distribution
Aegon N.V.		Life Insurance
Aixtron Aktiegesellschaft		Technology, Hardware & Equipment
Aktieselskabet Dampskibsselskabet Torm		Industrial Transport
Alcatel Lucent		Technology, Hardware & Equipment
Allianz SE		Nonlife Insurance
Allied Irish Banks PLC		Banks
Anglo American PLC		Mining
ArcelorMittal		Industrial Metals & Mining
ARM Holdings PLC		Technology, Hardware & Equipment
ASM International N.V.		Technology, Hardware & Equipment
ASML Holding N.V.		Technology, Hardware & Equipment
AstraZeneca PLC		Pharmaceuticals & Biotechnology
AXA S.A.		Nonlife Insurance
Banco Bilbao Vizcaya Argentaria, S.A.		Banks
Banco Santander, S.A.		Banks
Barclays PLC		Banks
BHP Billiton PLC		Mining
BP PLC		Oil & Gas Producers
British American Tobacco PLC		Tobacco
British Sky Broadcasting Group PLC		Media
BT Group PLC		Fixed Line Telecommunications
Cadbury PLC		Food Producers
Carnival PLC		Travel & Leisure
CGG Veritas		Oil Equipment, Services & Distribution
CNH Global N.V.		Industrial Engineering
Coca-Cola Hellenic Bottling Company S.A.		Beverages
Credit Suisse Group		Banks
CRH PLC		Construction & Metals
Crucell N.V.		Pharmaceuticals & Biotechnology
Daimler AG		Automobiles & Parts
Dassault Systemes		Software & Computer Services
Delhaize Group		Food & Drug Retailers
Deutsche Bank Aktiengesellschaft		Banks
Deutsche Telekom AG		Mobile Telecommunications
Diageo PLC		Beverages
Elan Corporation, PLC		Pharmaceuticals & Biotechnology
ENI SpA		Oil & Gas Producers
France Telecom		Fixed Line Telecommunications
Fresenius Medical Care AG & Co. KGaA		Health Care Equipment & Services
GlaxoSmithKline PLC		Pharmaceuticals & Biotechnology


Component Depository Receipts		Sector

Hellenic Telecommunications Organization S.A.		Fixed Line Telecommunications
HSBC Holdings PLC		Banks
Icon PLC		Health Care Equipment & Services
Infineon Technologies AG		Technology, Hardware & Equipment
ING Groep N.V.		Life Insurance
InterContinental Hotels Group PLC		Travel & Leisure
Koninklijke Philips Electronics N.V.		Leisure Goods
L.M. Ericsson Telephone Company		Technology, Hardware & Equipment
Lloyds TSB Group PLC		Banks
Logitech International S.A.		Technology, Hardware & Equipment
Luxottica Group SpA		Personal Goods
Magyar Telekom Telecommunications PLC		Fixed Line Telecommunications
Mechel OAO		Industrial Metals & Mining
Mobile Telesystems OJSC		Mobile Telecommunications
National Bank of Greece S.A.		Banks
National Grid PLC		Gas, Water & Multiutility
NDS Group PLC		Software & Computer Services
Nokia Corporation		Technology, Hardware & Equipment
Novartis AG		Pharmaceuticals & Biotechnology
Novo Nordisk A/S		Pharmaceuticals & Biotechnology
Pearson PLC		Media
Portugal Telecom, SGPS, S.A.		Fixed Line Telecommunications
Prudential PLC		Life Insurance
Randgold Resources Limited		Mining
Reed Elsevier NV		Media
Reed Elsevier PLC		Media
Repsol YPF, S.A.		Oil & Gas Producers
Rio Tinto PLC		Mining
Rostelecom		Fixed Line Telecommunications
Royal Dutch Shell PLC (A Shares)		Oil & Gas Producers
Royal Dutch Shell PLC (B Shares)		Oil & Gas Producers
Ryanair Holdings PLC		Travel & Leisure
Sanofi-Aventis		Pharmaceuticals & Biotechnology
SAP AG		Software & Computer Services
Shire PLC		Pharmaceuticals & Biotechnology
Siemens Aktiengesellschaft.		Electronics & Electronic Equipment
SkillSoft PLC		Software & Computer Services
Smith & Nephew PLC		Health Care Equipment & Services
StatoilHydro ASA		Oil & Gas Producers
STMicroelectronics N.V.		Technology, Hardware & Equipment
Syngenta AG		Chemicals
Telecom Italia S.p.A.		Fixed Line Telecommunications
Telefonica, S.A.		Fixed Line Telecommunications
The Governor and Company of the Bank of Ireland		Banks


Component Depository Receipts		Sector

The Royal Bank of Scotland Group PLC		Banks
Thomson		Media
Thomson Reuters PLC		Media
Tomkins PLC		General Industrials
Total S.A.		Oil & Gas Producers
UBS AG		Banks
Unilever N.V.		Food Producers
Unilever PLC		Food Producers
Veolia Environnement		Gas, Water & Multiutility
Vimpel Communications		Mobile Telecommunications
Vodafone Group PLC		Mobile Telecommunications
Wimm-Bill-Dann Foods OJSC		Food Producers
WPP Group PLC*		Media


*		Name Changed to WPP PLC 11/19/08

10 Largest Components by Free-Float Market Capitalization:


						Cumulative
	Free-Float Market		Index			Index
Company	Capitalization		Weight			Weight

HSBC Holdings PLC	$	194,331,900,868		6.10	%		6.10	%
BP PLC	$	156,899,514,376		4.92	%		11.02	%
Novartis AG	$	129,338,081,506		4.06	%		15.08	%
Total S.A.	$	128,082,450,994		4.02	%		19.10	%
GlaxoSmithKline PLC	$	124,181,129,294		3.90	%		23.00	%
Vodafone Group PLC	$	117,024,272,190		3.67	%		26.67	%
Royal Dutch Shell PLC Cl A	$	104,655,296,383		3.28	%		29.95	%
Telefonica S.A.	$	98,015,263,890		3.08	%		33.03	%
Banco Santander S.A.	$	93,939,534,617		2.95	%		35.98	%
Royal Dutch Shell PLC Cl B	$	77,685,078,629		2.44	%		38.42	%

Total				38.42	%

10 Largest Sector Groups (% Index Weight):


						Cumulative
	Free-Float Market		Index			Index
Sector	Capitalization		Weight			Weight

Banks	$	646,749,978,406		20.30	%		20.30	%
Oil & Gas Producers	$	577,386,373,024		18.12	%		38.42	%
Pharmaceuticals & Biotechnology	$	423,551,993,337		13.29	%		51.71	%
Fixed Line Telecommunications	$	205,334,498,677		6.44	%		58.15	%
Mobile Telecommunications	$	179,058,667,642		5.62	%		63.77	%
Mining	$	165,554,305,293		5.20	%		68.97	%
Technology, Hardware, & Equipment	$	134,145,032,128		4.21	%		73.18	%
Nonlife Insurance	$	115,733,468,737		3.63	%		76.81	%
Food Producers	$	95,263,430,104		2.99	%		79.80	%
Life Insurance	$	79,560,386,768		2.50	%		82.30	%

Total				82.30	%

The information contained herein regarding the BNY Mellon ADR Indexes, securities markets and DTC was obtained from publicly available sources.

“BNY Mellon”, “The Bank of New York Mellon Asia 50 ADR Index”, “The Bank of New York Mellon Developed Markets 100 ADR Index”, “The Bank of New York Mellon Emerging Markets 50 ADR Index”, “The Bank of New York Mellon Europe 100 ADR Index”, and “The BNY Mellon Asia 50 ADR Index”, “The BNY Mellon Developed Markets 100 ADR Index”, “The BNY Mellon Emerging Markets 50 ADR Index”, “The BNY Mellon Europe 100 ADR Index” are service marks of The Bank of New York Mellon and have been licensed for use for certain purposes by Invesco PowerShares Capital Management LLC, the BLDRS Index Funds Trust, BLDRS Asia 50 ADR Index Fund, BLDRS Developed Markets 100 ADR Index Fund, BLDRS Emerging Markets 50 ADR Index Fund and BLDRS Europe 100 ADR Index Fund based on The Bank of New York Mellon Asia 50 ADR Index, The Bank of New York Mellon Developed Markets 100 ADR Index, The Bank of New York Mellon Emerging Markets 50 ADR Index and The Bank of New York Mellon Europe 100 ADR Index and are not sponsored, endorsed, sold, recommended or promoted by The Bank of New York Mellon or any of its subsidiaries or affiliates, and none of The Bank of New York Mellon or any of its subsidiaries or affiliates makes any representation or warranty, express or implied, to the purchasers or owners of the BLDRS Index Funds Trust, BLDRS Asia 50 ADR Index Fund, BLDRS Developed Markets 100 ADR Index Fund, BLDRS Emerging Markets 50 ADR Index Fund or BLDRS Europe 100 ADR Index Fund or any member of the public regarding the advisability of investing in financial products generally or in the BLDRS Index Funds Trust, BLDRS Asia 50 ADR Index Fund, BLDRS Developed Markets 100 ADR Index Fund, BLDRS Emerging Markets 50 ADR Index Fund or the BLDRS Europe 100 ADR Index particularly, the ability of The Bank of New York Mellon Asia 50 ADR Index, The Bank of New York Mellon Developed Markets 100 ADR Index, The Bank of New York Mellon Emerging Markets 50 ADR Index and The Bank of New York Mellon Europe 100 ADR Index to track market performance or the suitability or appropriateness of the BLDRS Index Funds Trust, BLDRS Asia 50 ADR Index Fund, BLDRS Developed Markets 100 ADR Index Fund, BLDRS Emerging Markets 50 ADR Index Fund or BLDRS Europe 100 ADR Index Fund for such purchasers, owners or such members of the public. The relationship between The Bank of New York Mellon, as Licensor, on one hand, and Invesco PowerShares Capital Management LLC, as Sponsor, on the other, is limited to the licensing of certain trademarks and trade names of The Bank of New York Mellon and of The Bank of New York Mellon Asia 50 ADR Index, The Bank of New York Mellon Developed Markets 100 ADR Index, The Bank of New York Mellon Emerging Markets 50 ADR Index or The Bank of New York Mellon Europe 100 ADR Index which indices are determined, composed and calculated by The Bank of New York Mellon without regard to Invesco PowerShares Capital Management LLC or the BLDRS Index Funds Trust, BLDRS Asia 50 ADR Index Fund, BLDRS Developed Markets 100 ADR Index Fund, BLDRS Emerging Markets 50 ADR Index Fund or BLDRS Europe 100 ADR Index Fund. Neither The Bank

of New York Mellon nor any of its subsidiaries or affiliates has any obligation to take the needs of Invesco PowerShares Capital Management LLC or the purchasers or owners of the BLDRS Index Funds Trust, BLDRS Asia 50 ADR Index Fund, BLDRS Developed Markets 100 ADR Index Fund, BLDRS Emerging Markets 50 ADR Index Fund or BLDRS Europe 100 ADR Index Fund into consideration in determining, composing or calculating The Bank of New York Mellon Asia 50 ADR Index, The Bank of New York Mellon Developed Markets 100 ADR Index, The Bank of New York Mellon Emerging Markets 50 ADR Index or The Bank of New York Mellon Europe 100 ADR Index. Neither The Bank of New York Mellon nor any of its subsidiaries or affiliates is responsible for, or has participated in, the determination of the timing of, prices at, or quantities of the BLDRS Asia 50 ADR Index Fund, BLDRS Developed Markets 100 ADR Index Fund, BLDRS Emerging Markets 50 ADR Index Fund or BLDRS Europe 100 ADR Index Fund to be issued or in the determination or calculation of the equation by which the BLDRS Index Funds Trust, BLDRS Asia 50 ADR Index Fund, BLDRS Developed Markets 100 ADR Index Fund, BLDRS Emerging Markets 50 ADR Index Fund and BLDRS Europe 100 ADR Index Fund is to be converted into cash.

NEITHER THE BANK OF NEW YORK MELLON NOR ANY OF ITS SUBSIDIARIES OR AFFILIATES GUARANTEES THE ACCURACY OR COMPLETENESS OF THE BANK OF NEW YORK MELLON ASIA 50 ADR INDEX, THE BANK OF NEW YORK MELLON DEVELOPED MARKETS 100 ADR INDEX, THE BANK OF NEW YORK MELLON EMERGING MARKETS 50 ADR INDEX OR THE BANK OF NEW YORK MELLON EUROPE 100 ADR INDEX OR ANY DATA INCLUDED THEREIN, AND NEITHER THE BANK OF NEW YORK MELLON NOR ANY OF ITS SUBSIDIARIES OR AFFILIATES WILL HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN. NEITHER THE BANK OF NEW YORK MELLON NOR ANY OF ITS SUBSIDIARIES OR AFFILIATES MAKE ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY INVESCO POWERSHARES CAPITAL MANAGEMENT LLC, PURCHASERS OR OWNERS OF THE BLDRS INDEX FUNDS TRUST, BLDRS ASIA 50 ADR INDEX FUND, BLDRS DEVELOPED MARKETS 100 ADR INDEX FUND, BLDRS EMERGING MARKETS 50 ADR INDEX FUND, BLDRS EUROPE 100 ADR INDEX FUND OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE BANK OF NEW YORK MELLON ASIA 50 ADR INDEX, THE BANK OF NEW YORK MELLON DEVELOPED MARKETS 100 ADR INDEX, THE BANK OF NEW YORK MELLON EMERGING MARKETS 50 ADR INDEX OR THE BANK OF NEW YORK MELLON EUROPE 100 ADR INDEX OR ANY DATA INCLUDED THEREIN. NEITHER THE BANK OF NEW YORK MELLON NOR ANY OF ITS SUBSIDIARIES OR AFFILIATES MAKES ANY EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE BANK OF NEW YORK MELLON ASIA 50 ADR INDEX, THE BANK OF NEW YORK MELLON DEVELOPED MARKETS 100 ADR INDEX, THE BANK OF NEW YORK MELLON EMERGING MARKETS 50 ADR INDEX, THE BANK OF NEW YORK MELLON EUROPE 100 ADR INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WILL THE BANK OF NEW YORK MELLON OR ANY OF ITS SUBSIDIARIES OR AFFILIATES HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

The foregoing disclaimers do not impact The Bank of New York Mellon’s fiduciary duty owed by it to each Fund and the shareholders of each Fund in its capacity as Trustee of each Fund.

ADDITIONAL INFORMATION CONCERNING THE ROLE OF
THE BANK OF NEW YORK MELLON, DOW JONES AND INVESCO POWERSHARES

The Depositary Receipts included in each BNY Mellon ADR Index are selected by BNY Mellon from the universe of companies represented by the BNY Mellon ADR Composite Index. Dow Jones acts as “index calculation agent” in connection with the calculation and dissemination of each BNY Mellon ADR Index.

The Bank of New York Mellon does not sponsor, endorse, sell or promote the Shares. Additionally, Dow Jones does not sponsor or promote the Shares.

Neither The Bank of New York Mellon, Dow Jones nor the Sponsor make any representation or warranty, express or implied, to the Beneficial Owners of Shares of a Fund or any member of the public regarding the ability of a Fund to track the performance of its benchmark. Additionally, The Bank of New York Mellon does not make any representation or warranty, express or implied, to the owners of the Shares or any member of the public regarding the advisability of investing in securities generally or in the Shares particularly.

The Bank of New York Mellon’s only relationship to the index calculation agent is the licensing of certain trademarks and trade names of BNY Mellon and of the BNY Mellon ADR Composite Index which is determined, composed and calculated by BNY Mellon without regard to the agent or any Fund. The Bank of New York Mellon has no obligation to take the needs of the index calculation agent, a Fund or the owners of Shares of the Funds into consideration in determining, composing or calculating the BNY Mellon ADR Composite Index.

SHARES AND REPORTS

The BLDRS Index Funds Trust is currently comprised of four (4) Funds. Each Fund is created by an Indenture to the Trust Agreement which, while incorporating all or substantially all of the terms of the Trust Agreement, supplements the Trust Agreement with specific information regarding each Fund. Each Fund issues Shares of beneficial interest, par value $.001 per Share. The Sponsor may designate additional Funds.

Owners of Shares may sell them in the secondary market, but must accumulate enough Shares to constitute a full Creation Unit in order to redeem through the Trust. The death or incapacity of any owner of Shares does not operate to terminate the Trust nor entitle such owner’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust.

Owners of Shares shall not (a) have the right to vote concerning the Trust, except with respect to termination and as otherwise expressly set forth in the Trust Agreement, (b) in any manner control the operation and management of the Trust, or (c) be liable to any other person by reason of any action taken by the Sponsor or the Trustee. The Trustee has the right to vote all of the voting stocks in the Trust. The Trustee votes the voting stocks of each issuer in the same proportionate relationship as all other shares of each such issuer are voted to the extent permissible and, if not permitted, abstains from voting.

The Trustee will make, or cause to be made, such annual or other reports and file such documents as it is advised by counsel or independent auditors employed by it as are required for each Fund by the 1933 Act, the Exchange Act and the 1940 Act, and will make or cause to be made such elections and file such tax returns as it is advised by counsel or independent auditors employed by it as are from time to time required under any applicable state or federal statute or rule or regulation there under, in particular, for the continuing qualification of each Fund as a regulated investment company. Each Fund’s fiscal year ends on September 30 and may be changed from time to time by the Trustee and the Sponsor without consent of the Beneficial Owners.

RESTRICTIONS ON PURCHASES BY INVESTMENT COMPANIES

For purposes of the 1940 Act, Shares are issued by a registered investment company and purchases of such Shares by investment companies are subject to the restrictions set forth in Section 12(d)(1) of the 1940 Act, except as permitted by an exemptive order that permits registered investment companies to invest in Shares beyond the limits in Section 12(d)(1)(A), subject to certain terms and conditions, including that the registered investment company enter into an agreement with the Trust regarding the terms of the investment.

On February 27, 2007, the SEC issued an order that would permit registered investment companies to invest in the Shares beyond these limits, subject to certain conditions and terms stated in the application. One such condition stated in the order is that registered investment companies relying on the order must enter into a written agreement with the Trust.

CONTINUOUS OFFERING OF SHARES

Creation Units are offered continuously to the public by each Fund through the Distributor and are delivered upon the deposit of a Portfolio Deposit. Persons making Portfolio Deposits and creating Creation Units will receive no fees, commissions or other form of compensation or inducement of any kind from the Sponsor or the Distributor, and no such person will have any obligation or responsibility to the Sponsor or Distributor to effect any sale or resale of Shares.

Because new Shares can be created and issued on an ongoing basis, at any point during the life of a Fund, a “distribution”, as such term is used in the 1933 Act, may be occurring. Broker-dealers and other persons are cautioned that some of their activities may result in their being deemed participants in a distribution in a manner which could render them statutory underwriters and subject them to the prospectus-delivery and liability provisions of the 1933 Act. For example, a broker-dealer firm or its client may be deemed a statutory underwriter if it takes Creation Units after placing a creation order with the Distributor, breaks them down into the constituent Shares and sells the Shares directly to its customers; or if it chooses to couple the creation of a supply of new Shares with an active selling effort involving solicitation of secondary market demand for Shares. A determination of whether one is an underwriter must take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and the examples mentioned above should not be considered a complete description of all the activities that could lead to categorization as an underwriter.

Dealers who are not “underwriters” but are participating in a distribution (as contrasted to ordinary secondary trading transactions), and thus dealing with Shares that are part of an “unsold allotment” within the meaning of Section 4(3)(C) of the 1933 Act, would be unable to take advantage of the prospectus-delivery exemption provided by Section 4(3) of the 1933 Act.

The Sponsor intends to qualify the Shares in states selected by the Sponsor and through broker-dealers who are members of the Financial Industry Regulatory Authority. Investors intending to create or redeem Creation Units in transactions not involving a broker-dealer registered in such investor’s state of domicile or residence should consult their legal advisor regarding applicable broker-dealer or securities regulatory requirements under the state securities laws prior to such creation or redemption.

PERFORMANCE AND OTHER INFORMATION

The performance of a Fund may be quoted in advertisements, sales literature or reports to shareholders in terms of average annual total return, cumulative total return and yield.

Quotations of cumulative total return, average annual total return or yield reflect only the performance of a hypothetical investment in a Fund during the particular time period on which the calculations are based. Such quotations for a Fund will vary based on changes in market conditions and the level of such Fund’s expenses, and no reported performance figure should be considered an indication of performance which may be expected in the future.

The cumulative and average total returns and yields do not take into account federal or state income taxes which may be payable by shareholders; total returns and yields would, of course, be lower if such charges were taken into account.

In addition, a Fund will mistrack its relevant benchmark BNY Mellon ADR Index because the total return calculated for its relevant benchmark BNY Mellon ADR Index does not include trading costs such as commissions.

Information may be provided to investors regarding capital gains distributions by one or more Funds. Comparisons between the Funds and other investment vehicles such as conventional mutual funds may be made regarding such capital gains distributions, as well as relative tax efficiencies between the Funds and such other investment vehicles (e.g., realization of capital gains or losses to a Fund and to such other investment vehicles in connection with redemption of their respective securities).

Investors may be informed that, while no unequivocal statement can be made as to the net tax impact on a mutual fund resulting from the purchases and sales of its portfolio stocks over a period of time, conventional mutual funds that have accumulated substantial unrealized capital gains, if they experience net redemptions and do not have sufficient available cash, may be required to sell appreciated securities and make taxable capital gains distributions that are generated by changes in such fund’s portfolio. In contrast to conventional mutual funds where redemption transactions that affect an adverse tax impact on taxable shareholders because of the need to sell Fund Securities which, in turn, may generate taxable gain, the in-kind redemption mechanism of the Funds generally will not lead to a tax event for ongoing shareholders. Since shareholders are generally required to pay tax on capital gains distributions, the smaller the amount of such distributions, the less taxes that are payable currently. To the extent that a Fund is not required to recognize capital gains, a shareholder of such Fund is able, in effect, to defer tax on such gains until he sells or otherwise disposes of his Shares. If such holder retains his Shares until his death, under current law the tax basis of such Shares would be adjusted to their then fair market value.

One important difference between Shares and conventional mutual fund shares is that Shares are available for purchase or sale on an intraday basis on Nasdaq. An investor who buys shares in a conventional mutual fund will usually buy or sell shares at a price at or related to the closing net asset value per share, as determined by the fund. In contrast, Shares are not offered for purchase or redeemed for cash at a fixed relationship to closing NAV. The tables below illustrate the distribution relationships of daily pricing data for the Shares of each Fund, each Fund’s NAV and each Fund’s relevant benchmark index for the 2005 calendar year. These tables may help investors compare the trading costs and intraday trading risks of Shares to funds sold and redeemed at prices related to closing NAV.

Investors who purchase or sell Shares may wish to evaluate the volatility of the price of Shares during the trading day. To assist investors in making such an evaluation, the Daily Percentage Price Range table illustrates the volatility of price movements for both Shares and each Fund’s relevant BNY Mellon ADR Index on a daily basis. Investors who purchase or sell Shares may also wish to evaluate the opportunity to buy or sell on an intraday basis versus the assurance of a transaction at or related to closing NAV. To assist investors in making this comparison, the High and Low Price versus Closing Value table illustrates the possibility of buying or selling Shares at prices less or more favorable than closing NAV.

Investors may wish to evaluate the potential of Shares to approximate the value of the assets in each Fund as a basis of valuation of the Shares. The Closing Price versus NAV table illustrates the closing value of Shares in relation to the underlying value of the assets in the relevant Fund on a daily basis. Additionally, the NAV versus each Fund’s relevant BNY Mellon ADR Index table shows the difference between the underlying value of assets in each Fund and each Fund’s relevant BNY Mellon ADR Index based on month-end values.

Finally, investors may wish to consider the average bid/asked spread on Shares, as illustrated in the Bid/Asked Spread table, and add any commissions charged by a broker to determine the direct costs of trading Shares.

The information provided in the following tables with respect to the Shares (including price ranges, relationship of prices to closing NAV, and bid/asked spreads) may vary materially over time. There is some evidence, for example, that the bid/asked spread will widen in more volatile markets and narrow when markets are less volatile.

CLOSING PRICES V. NET ASSET VALUE FREQUENCY DISTRIBUTION
FOR BLDRS ASIA 50 ADR INDEX FUND AND NET ASSET VALUE
(From January 1, 2008 through December 31, 2008)


Closing Price	Number of		Percent of Trading
Relative to NAV	Trading Days		Days to Total

Premium		107		42.29	%
Discount		146		57.71	%
Equal to NAV		0		0.00	%
Total Days		253		100.00	%


	Closing Price		Closing Price
	on Nasdaq		on Nasdaq
	Above Fund NAV		Below Fund NAV
Range	Frequency		% of Total			Frequency		% of Total

>0.00%-0.50%		104		97.20	%		140		95.90	%
>0.51%-1.00%		2		1.87	%		5		3.42
>1.01%-2.00%		1		0.93	%		1		0.68	%
Total		107		100.00	%		146		100.00	%

NET ASSET VALUE V. BNY MELLON ASIA 50 ADR INDEX
(Monthly Closing Values From January 1, 2008 through December 31, 2008)


	NAV		BNY Mellon Asia 50		Percentage
Month	Equivalent		ADR Index Value		Difference

January 2008		1446.30		1456.53		-6.09	%
February 2008		1435.12		1444.24		-0.77	%
March 2008		1347.04		1355.76		-6.14	%
April 2008		1519.65		1527.29		12.81	%
May 2008		1525.58		1530.74		0.39	%
June 2008		1398.96		1409.02		-8.30	%
July 2008		1342.12		1344.82		-4.06	%
August 2008		1282.39		1284.34		-4.45	%
September 2008		1141.28		1149.14		-11.00	%
October 2008		895.72		902.16		-21.52	%
November 2008		826.69		829.15		-7.71	%
December 2008		888.60		898.12		7.49	%

Source: The Bank of New York Mellon

NAV equivalent amounts in the above table reflect sales by the Trustee of Fund Securities to pay Fund fees and expenses in excess of dividends and other accrued income received by the Fund.

CUMULATIVE AND AVERAGE ANNUAL TOTAL RETURNS
FOR BNY MELLON ASIA 50 ADR INDEX AND BLDRS ASIA 50 ADR INDEX FUND


	Cumulative Return									Average Annual Return
	Fund Net			Fund			BNY Mellon			Fund Net			Fund			BNY Mellon
	Asset			Closing			Asia 50 ADR			Asset			Closing			Asia 50 ADR
	Value			Price			Index			Value			Price			Index

One Year ended 12/31/08		(40.75	)%		(40.99	)%		(40.84	)%		(40.75	)%		(40.99	)%		(40.84	)%
Past Five Years ended 12/31/08		1.05	%		(2.04	)%		0.36	%		0.21	%		(0.41	)%		0.29	%
Since Trading Commenced		39.75	%		39.10	%		38.68	%		5.61	%		5.52	%		5.46	%

FREQUENCY DISTRIBUTION FOR BLDRS ASIA 50 ADR INDEX FUND
BID/ASK SPREAD DISTRIBUTION
(From January 1, 2008 through December 31, 2008)


Range	% of Total

Locked or Crossed		0.15	%
$0.01-0.05		69.01	%
$0.06-0.10		24.75	%
$0.10-0.15		3.24	%
$0.15-0.20		1.16	%
$0.20-0.25		0.65	%
$0.25-0.50		0.62	%
Greater than $0.50		0.42	%
Total		100	%

Source: The Nasdaq Stock Market

The price range of ADRA for the 2008 calendar year was from $15.48 to $34.98 and is based on consolidated high and low prices.

DAILY PERCENTAGE PRICE RANGES: FREQUENCY DISTRIBUTION FOR
BNY MELLON ASIA 50 ADR INDEX AND BLDRS ASIA 50 ADR INDEX FUND
(From January 1, 2008 through December 31, 2008)


	Daily Percentage Price Ranges
	BNY Mellon Asia 50 ADR					BLDRS Asia
	Index					50 ADR Index Fund
ADR Index Fund Range	Frequency		% of Total			Frequency		% of Total

Equal		1		0.40	%		0		0.00	%
0.01 to 0.50%		1		0.40	%		2		0.79	%
0.51 to 1.00%		14		5.53	%		35		13.83	%
1.01 to 1.50%		41		16.21	%		54		21.34	%
1.51 to 2.00%		45		17.79	%		42		16.60	%
2.01 to 2.50%		36		14.23	%		25		9.88	%
2.51 to 3.00%		18		7.11	%		17		6.72	%
3.01 to 3.50%		18		7.11	%		20		7.91	%
3.51 to 4.00%		18		7.11	%		12		4.74	%
4.01 to 5.00%		17		6.72	%		12		4.74	%
Greater than 5.00%		44		17.39	%		34		13.45	%
Total		253		100.00	%		253		100.00	%


*		Consolidated prices are used for the Fund.

Source: Invesco PowerShares Capital Management LLC and Factset Research Systems, Inc.

HIGH AND LOW PRICES VERSUS CLOSING VALUE FREQUENCY DISTRIBUTION
FOR BNY MELLON ASIA 50 ADR INDEX AND BLDRS ASIA 50 ADR INDEX FUND
(From January 2, 2008 through December 31, 2008)


	BNY Mellon Asia 50 ADR Index										BLDRS Asia 50 ADR Index Fund
	Intraday High Value					Intraday Low Value					Intraday High Value					Intraday Low Value
	Above Closing Value					Below Closing Value					Above Closing Value					Below Closing Value
Range	Frequency		% of Total			Frequency		% of Total			Frequency		% of Total			Frequency		% of Total

Equal		0		0.00	%		0		0.00	%		0		0.00	%		0		0.00	%
0.01 to 1.00%		127		52.70	%		125		49.80	%		120		54.05	%		124		53.68	%
1.01 to 1.50%		29		12.03	%		34		13.55	%		17		7.66	%		32		13.85	%
1.51 to 2.00%		16		6.64	%		30		11.95	%		33		14.86	%		21		9.09	%
2.01 to 2.50%		20		8.30	%		20		7.97	%		10		4.50	%		14		6.06	%
2.51 to 3.00%		12		4.98	%		5		1.99	%		14		6.31	%		9		3.90	%
3.01 to 3.50%		5		2.07	%		8		3.19	%		10		4.50	%		5		2.16	%
3.51 to 4.00%		8		3.32	%		3		1.20	%		3		1.35	%		2		0.87	%
4.01 to 5.00%		7		2.90	%		7		2.79	%		3		1.35	%		4		1.73	%
Greater than 5.00%		17		7.05	%		19		7.57	%		12		5.42	%		20		8.66	%
Total		241		100.00	%		251		100.00	%		222		100.00	%		231		100.00	%


*		Consolidated prices are used for the Fund.

Source: Invesco PowerShares Capital Management LLC and Factset Research Systems, Inc.

CLOSING PRICES V. NET ASSET VALUE FREQUENCY DISTRIBUTION FOR BLDRS
DEVELOPED MARKETS 100 ADR INDEX FUND AND NET ASSET VALUE
(from January 1, 2008 through December 31, 2008)


	Number of			Percent of Trading
Closing Price Relative to NAV	Trading Days			Days to Total

Premium		118			46.64	%
Discount		135			53.36	%
Equal to NAV		0.00	%		0.00	%
Total Days		253			100.00	%


	Closing Price					Closing Price
	on Nasdaq					on Nasdaq
	Above Fund NAV					Below Fund NAV
Range	Frequency		% of Total			Frequency		% of Total

>0.00%-0.50%		112		94.92	%		128		94.82	%
>0.51%-1.00%		2		1.69	%		5		3.70	%
>1.01%-2.01%		4		3.39	%		2		1.48	%

Total		118		100.00	%		135		100.00	%

NET ASSET VALUE V. BNY MELLON DEVELOPED MARKETS 100 ADR INDEX
(Monthly Closing Values From January 1, 2008 through December 31, 2008)


			BNY Mellon Developed
			Markets 100 ADR		Percentage
Month	NAV Equivalent		Index Value		Difference

January 2008		1298.27		1,329.13		-8.51	%
February 2008		1286.09		1,313.04		-0.94	%
March 2008		1256.39		1,285.80		-2.31	%
April 2008		1354.13		1,380.90		7.78	%
May 2008		1359.91		1,377.12		0.43	%
June 2008		1240.52		1,271.39		-8.78	%
July 2008		1198.29		1,225.71		-3.40	%
August 2008		1153.41		1,175.50		-3.74	%
September 2008		1002.53		1,026.93		-13.08	%
October 2008		795.28		814.04		-20.67	%
November 2008		745.80		758.62		-6.22	%
December 2008		778.72		801.76		4.41	%

Source: The Bank of New York Mellon

NAV equivalent amounts in the above table reflect sales by the Trustee of Fund Securities to pay Fund fees and expenses in excess of dividends and other accrued income received by the Fund.

CUMULATIVE AND AVERAGE ANNUAL TOTAL RETURNS FOR
BNY MELLON DEVELOPED MARKETS 100 ADR INDEX AND
BLDRS DEVELOPED MARKETS 100 ADR INDEX FUND


	Cumulative Return									Average Annual Return
							BNY Mellon
							Developed									BNY Mellon
	Fund			Fund			Markets			Fund			Fund			Developed
	Net Asset			Closing			100 ADR			Net Asset			Closing			Markets 100
	Value			Price			Index			Value			Price			ADR Index

One Year ended 12/31/08		(42.77	)%		(43.14	)%		(43.03	)%		(42.77	)%		(43.14	)%		(43.03	)%
Past Five Years ended 12/31/08		2.00	%		(3.42	)%		3.74	%		0.40	%		(0.69	)%		0.67	%
Since Trading Commenced		39.81	%		39.02	%		40.35	%		5.62	%		5.52	%		5.66	%

FREQUENCY DISTRIBUTION FOR BLDRS DEVELOPED MARKETS 100 ADR INDEX FUND

BID/ASK SPREAD DISTRIBUTION

(From January 1, 2008 through December 31, 2008)


Range	% of Total

Locked or Crossed		0.07	%
$0.01-0.05		54.27	%
$0.06-0.10		38.34	%
$0.10-0.15		4.34	%
$0.15-0.20		0.95	%
$0.20-0.25		0.49	%
$0.25-0.50		0.88	%
Greater than $0.50		0.66	%
Total		100.00	%

Source: The Nasdaq Stock Market

The price range of ADRD for the 2008 calendar year was from $13.96 to $31.52 and is based on consolidated high and low prices.

DAILY PERCENTAGE PRICE RANGES: FREQUENCY DISTRIBUTION FOR
BNY MELLON DEVELOPED MARKETS 100 ADR INDEX AND
BLDRS DEVELOPED MARKETS 100 ADR INDEX FUND
(From January 1, 2008 through December 31, 2008)


	Daily Percentage Price Ranges
	BNY Mellon Developed					BLDRS Developed
	Markets 100					Markets 100
	ADR Index					ADR Index Fund
Range	Frequency		% of Total			Frequency		% of Total

Equal		1		0.40	%		0		0.00	%
0.01 to 0.50%		1		0.40	%		2		0.79	%
0.51 to 1.00%		24		9.49	%		46		18.18	%
1.01 to 1.50%		62		24.51	%		57		22.53	%
1.51 to 2.00%		41		16.21	%		36		14.23	%
2.01 to 2.50%		26		10.28	%		24		9.49	%
2.51 to 3.00%		21		8.30	%		11		4.35	%
3.01 to 3.50%		16		6.32	%		15		5.93	%
3.51 to 4.00%		4		1.58	%		10		3.95	%
4.01 to 5.00%		13		5.14	%		9		3.55	%
Greater than 5.00%		44		17.39	%		43		17.00	%
Total		253		100.00	%		253		100.00	%


*		Consolidated prices are used for the Fund.

Source: Invesco PowerShares Capital Management LLC and Factset Research Systems, Inc.

HIGH AND LOW PRICES VERSUS CLOSING VALUE
FREQUENCY DISTRIBUTION FOR BNY MELLON DEVELOPED MARKETS 100 ADR INDEX
AND BLDRS DEVELOPED MARKETS 100 ADR INDEX FUND
(From January 2, 2008 through December 31, 2008)


	BNY Mellon Developed Markets										BLDRS Developed Markets
	100 ADR Index										100 ADR Index Fund
	Intraday High Value					Intraday Low Value					Intraday High Value					Intraday Low Value
	Above Closing Value					Below Closing Value					Above Closing Value					Below Closing Value
			% of					% of					% of					% of
Range	Frequency		Total			Frequency		Total			Frequency		Total			Frequency		Total

Equal												0		0.00	%		0		0.00	%
0.01 to 1.00%		138		57.74	%		139		55.38	%		122		53.74	%		112		50.45	%
1.01 to 1.50%		29		12.13	%		36		14.34	%		34		14.98	%		34		15.32	%
1.51 to 2.00%		21		8.79	%		21		8.37	%		20		8.81	%		26		11.71	%
2.01 to 2.50%		8		3.35	%		11		4.38	%		12		5.29	%		9		4.05	%
2.51 to 3.00%		8		3.35	%		10		3.98	%		10		4.41	%		10		4.05	%
3.01 to 3.50%		8		3.35	%		10		3.98	%		7		3.08	%		3		1.35	%
3.51 to 4.00%		3		1.26	%		3		1.20	%		4		1.76	%		2		0.90	%
4.01 to 5.00%		6		2.51	%		4		1.59	%		4		1.76	%		6		2.70	%
Greater than 5.00%		18		7.53	%		17		6.77	%		14		6.17	%		20		9.47	%
Total		239		100.00	%		251		100.00	%		227		100.00	%		222		100.00	%


*		Consolidated prices are used for the Fund.

Source: Invesco PowerShares Capital Management LLC and Factset Research Systems, Inc.

100

CLOSING PRICES V. NET ASSET VALUE FREQUENCY DISTRIBUTION
FOR BLDRS EMERGING MARKETS 50 ADR INDEX FUND AND NET ASSET VALUE
(From January 1, 2008 Through December 31, 2008)


	Number of		Percent of Trading
Closing Price Relative to NAV	Trading Days		Days to Total

Premium		94		37.15	%
Discount		159		62.85	%
Equal to NAV		0		0.00	%
Total Days		253		100.00	%


	Closing Price					Closing Price
	on Nasdaq					on Nasdaq
	Above Fund NAV					Below Fund NAV
Range	Frequency		% of Total			Frequency		% of Total

>0.00%-1.00%		92		97.87	%		151		94.96	%
>1.00%-2.00%		0		0.00	%		4		2.52	%
>2.00%-3.00%		2		2.13	%		4		2.52	%

Total		94		100.00	%		159		100.00	%

NET ASSET VALUE V. BNY MELLON EMERGING MARKETS 50 ADR INDEX
(Monthly Closing Values From January 1, 2008 through December 31, 2008)


			BNY Mellon Emerging
	NAV		Markets 50 ADR		Percentage
Month	Equivalent		Index Value		Difference

January 2008		3018.27		3,125.67		-8.37	%
February 2008		3126.02		3236.2		3.57	%
March 2008		2922.44		3028.91		-6.51	%
April 2008		3256.40		3362.57		11.43	%
May 2008		3372.79		3476.7		3.57	%
June 2008		3073.52		3188.85		-8.87	%
July 2008		2846.57		2943.61		-7.38	%
August 2008		2691.32		2779.93		-5.45	%
September 2008		2271.96		2357.85		-15.58	%
October 2008		1640.40		1702.52		-27.80	%
November 2008		1531.72		1588.31		-6.63	%
December 2008		1642.26		1709.26		7.22	%

Source: The Bank of New York Mellon

NAV equivalent amounts in the above table reflect sales by the Trustee of Fund Securities to pay Fund fees and expenses in excess of dividends and other accrued income received by the Fund.

101

CUMULATIVE AND AVERAGE ANNUAL TOTAL RETURNS
FOR BNY MELLON EMERGING MARKETS 50 ADR INDEX AND
BLDRS EMERGING MARKETS 50 ADR INDEX FUND


	Cumulative Return									Average Annual Return
	Fund Net			Fund			BNY Mellon Emerging			Fund Net			Fund			BNY Mellon Emerging
	Asset			Closing			Markets 50 ADR			Asset			Closing			Markets 50 ADR
	Value			Price			Index			Value			Price			Index

One Year ended 12/31/08		(48.96	)%		(49.46	)%		(48.09	)%		(48.96	)%		(49.46	)%		(48.09	)%
Past Five Years ended 12/31/08		67.43	%		59.86	%		70.26	%		10.86	%		9.84	%		11.60	%
Since Trading Commenced		166.36	%		163.37	%		165.81	%		17.33	%		17.09	%		17.22	%

FREQUENCY DISTRIBUTION FOR BLDRS EMERGING MARKETS 50 ADR INDEX FUND
BID/ASK SPREAD DISTRIBUTION
(From January 1, 2008 through December 31, 2008)


Range	% of Total

Locked or Crossed		0.23	%
$0.01-0.05		59.05	%
$0.06-0.10		35.25	%
$0.10-0.15		3.95	%
$0.15-0.20		0.70	%
$0.20-0.25		0.32	%
$0.25-0.50		0.34	%
Greater than $0.50		0.16	%
Total		100.00	%

Source: The Nasdaq Stock Market

The price range of ADRE for the 2008 calendar year was from $20.98 to $57.84 and is based on consolidated high and low prices.

102

DAILY PERCENTAGE PRICE RANGES: FREQUENCY DISTRIBUTION FOR
BNY MELLON EMERGING MARKETS 50 ADR INDEX AND BLDRS EMERGING MARKETS
50 ADR INDEX FUND
(From January 1, 2008 through December 31, 2008)


	Daily Percentage Price Ranges
	BNY Mellon Emerging Markets					BLDRS Emerging Markets
	50 ADR Index					50 ADR Index Fund
Range	Frequency		% of Total			Frequency		% of Total

Equal		1		0.40	%		0		0.00	%
0.01 to 0.50%		0		0.00	%		0		0.00	%
0.51 to 1.00%		7		2.77	%		6		2.37	%
1.01 to 1.50%		22		8.70	%		34		13.44	%
1.51 to 2.00%		43		17.00	%		37		14.62	%
2.01 to 2.50%		32		12.65	%		32		12.65	%
2.51 to 3.00%		27		10.67	%		32		12.65	%
3.01 to 3.50%		20		7.91	%		15		5.93	%
3.51 to 4.00%		15		5.93	%		14		5.43	%
4.01 to 5.00%		22		8.70	%		26		10.28	%
Greater than 5.00%		64		25.30	%		57		22.63	%
Total		253		100.00	%		253		100.00	%


*		Consolidated prices are used for the Fund.

Source: Invesco PowerShares Capital Management LLC and Factset Research Systems, Inc.

HIGH AND LOW PRICES VERSUS CLOSING VALUE
FREQUENCY DISTRIBUTION FOR BNY MELLON EMERGING MARKETS 50 ADR INDEX
AND BLDRS EMERGING MARKETS 50 ADR INDEX FUND
(From January 2, 2008 through December 31, 2008)


	BNY Mellon Emerging Markets 50 ADR Index										BLDRS Emerging Markets 50 ADR Index Fund
	Intraday High Value					Intraday Low Value					Intraday High Value					Intraday Low Value
	Above Closing Value					Below Closing Value					Above Closing Value					Below Closing Value
Range	Frequency		% of Total			Frequency		% of Total			Frequency		% of Total			Frequency		% of Total

Equal		0		0.00	%		0		0.00	%		0		0.00	%		0		0.00	%
0.01 to 1.00%		116		47.74	%		109		43.60	%		104		45.22	%		106		43.44	%
1.01 to 1.50%		24		9.88	%		36		14.40	%		28		12.17	%		30		12.30	%
1.51 to 2.00%		18		7.41	%		27		10.80	%		23		10.00	%		32		13.11	%
2.01 to 2.50%		20		8.23	%		13		5.20	%		14		6.09	%		13		5.33	%
2.51 to 3.00%		12		4.94	%		17		6.80	%		8		3.48	%		18		7.38	%
3.01 to 3.50%		10		4.12	%		10		4.00	%		14		6.09	%		10		4.10	%
3.51 to 4.00%		8		3.29	%		7		2.80	%		7		3.04	%		7		2.87	%
4.01 to 5.00%		7		2.88	%		7		2.80	%		12		5.22	%		6		2.46	%
Greater than 5.00%		28		11.52	%		24		9.60	%		20		8.70	%		22		9.01	%
Total		243		100.00	%		250		100.00	%		230		100.00	%		244		100.00	%


*		Consolidated prices are used for the Fund.

Source: Invesco PowerShares Capital Management LLC and Factset Research Systems, Inc.

103

CLOSING PRICES V. NET ASSET VALUE FREQUENCY DISTRIBUTION
FOR BLDRS EUROPE 100 ADR INDEX FUND AND NET ASSET VALUE
(From January 1, 2008 through December 31, 2008)


Closing Price	Number of		Percent of
Relative to NAV	Trading Days		Trading Days to Total

Premium		107		42.29	%
Discount		146		57.71	%
Equal to NAV		0		0.00	%
Total Days		253		100.0	%


	Closing Price					Closing Price
	on Nasdaq					on Nasdaq
	Above Fund NAV					Below Fund NAV
Range	Frequency		% of Total			Frequency		% of Total

>0.00%-1.00%		105		98.13	%		142		97.26	%
>1.00%-2.00%		0		0.00	%		2		1.37	%
>2.00%-3.00%		2		1.87	%		2		1.37	%

Total		107		100.00	%		146		100.00	%

NET ASSET VALUE V. BNY MELLON EUROPE 100 ADR INDEX
(Monthly Closing Values From January 1, 2008 through December 31, 2008)


			BNY Mellon Europe 100		Percentage
Month	NAV Equivalent		ADR Index Value		Difference

January 2008		1309.02449		1375.18		-9.72	%
February 2008		1297.71206		1359.11		-0.86	%
March 2008		1276.29000		1340.32		-1.65	%
April 2008		1362.10727		1424.51		6.72	%
May 2008		1364.20530		1414.96		0.15	%
June 2008		1238.27124		1302.28		-9.23	%
July 2008		1199.30447		1260.15		-3.15	%
August 2008		1156.22018		1209.61		-3.59	%
September 2008		994.43122		1045.61		-13.99	%
October 2008		788.84330		828.87		-20.67	%
November 2008		742.46267		775.23		-5.88	%
December 2008		764.64793		816.78		2.99	%

Source: The Bank of New York Mellon

NAV equivalent amounts in the above table reflect sales by the Trustee of Fund Securities to pay Fund fees and expenses in excess of dividends and other accrued income received by the Fund.

104

CUMULATIVE AND AVERAGE ANNUAL TOTAL RETURNS FOR
BNY Mellon EUROPE 100 ADR INDEX AND BLDRS EUROPE 100 ADR INDEX FUND


	Cumulative Return									Average Annual Return
							BNY Mellon									BNY Mellon
	Fund Net			Fund			Europe			Fund Net			Fund			Europe
	Asset			Closing			100 ADR			Asset			Closing			100 ADR
	Value			Price			Index			Value			Price			Index

One Year ended 12/31/08		(44.30	)%		(44.45	)%		(44.53	)%		(44.30	)%		(44.45	)%		(44.53	)%
Past Five Years ended 12/31/08		4.53	%		8.55	%		7.10	%		0.89	%		1.65	%		1.25	%
Since Trading Commenced		44.02	%		43.73	%		44.98	%		6.13	%		6.09	%		6.22	%

FREQUENCY DISTRIBUTION FOR BLDRS EUROPE 100 ADR INDEX FUND
BID/ASK SPREAD DISTRIBUTION
(From January 1, 2008 Through December 31, 2008)


Range	% of Total

Locked or Crossed		0.08	%
$0.01-0.05		64.87	%
$0.06-0.10		28.06	%
$0.10-0.15		3.24	%
$0.15-0.20		1.42	%
$0.20-0.25		0.75	%
$0.25-0.50		1.10	%
Greater than $0.50		0.47	%
Total		100.00	%

Source: The Nasdaq Stock Market

The price range of ADRU for the 2008 calendar year was from $13.73 to $32.22 and is based on consolidated high and low prices.

DAILY PERCENTAGE PRICE RANGES: FREQUENCY DISTRIBUTION FOR
BNY MELLON EUROPE 100 ADR INDEX AND BLDRS EUROPE 100 ADR INDEX FUND
(From January 1, 2008 through December 31, 2008)


	Daily Percentage Price Ranges
	BNY Mellon Europe 100					BLDRS Europe ADR
	ADR Index					Index Fund
Range	Frequency		% of Total			Frequency		% of Total

Equal		1		0.40	%		0		0.00	%
0.01 to 0.50%		1		0.40	%		20		7.91	%
0.51 to 1.00%		17		6.72	%		32		24.51	%
1.01 to 1.50%		63		24.90	%		51		20.16	%
1.51 to 2.00%		41		16.21	%		26		10.28	%
2.01 to 2.50%		30		11.86	%		18		7.11	%
2.51 to 3.00%		24		9.49	%		14		5.53	%
3.01 to 3.50%		11		4.35	%		12		4.74	%
3.51 to 4.00%		8		3.16	%		9		3.56	%
4.01 to 5.00%		12		4.74	%		8		3.16	%
Greater than 5.00%		45		17.79	%		33		13.04	%
Total		253		100.00	%		253		100.00	%


*		Consolidated prices are used for the Fund.

Source: Invesco PowerShares Capital Management LLC and Factset Research Systems, Inc.

105

HIGH AND LOW PRICES VERSUS CLOSING VALUE
FREQUENCY DISTRIBUTION FOR BNY MELLON EUROPE 100 ADR INDEX AND BLDRS
EUROPE 100 ADR INDEX FUND
(From January 1, 2008 through December 31, 2008)


	BNY Mellon Europe 100 ADR Index										BLDRS Europe ADR Index Fund
	Intraday High Value					Intraday Low Value					Intraday High Value					Intraday Low Value
	Above Closing Value					Below Closing Value					Above Closing Value					Below Closing Value
Range	Frequency		% of Total			Frequency		% of Total			Frequency		% of Total			Frequency		% of Total

Equal		0		0.00	%		0		0.00	%		0		0.00	%		0		0.00	%
0.01 to 1.00%		137		57.08	%		132		53.01	%		134		68.31			126		60.00	%
1.01 to 1.50%		31		12.92	%		46		18.47	%		25		11.90			24		11.43	%
1.51 to 2.00%		20		8.33	%		17		6.83	%		11		5.24			17		8.10	%
2.01 to 2.50%		7		2.92	%		8		3.21	%		9		4.29			10		4.76	%
2.51 to 3.00%		10		4.17	%		9		3.61	%		7		3.33			3		1.43	%
3.01 to 3.50%		7		2.92	%		11		4.42	%		8		3.81			2		0.95	%
3.51 to 4.00%		5		2.08	%		4		1.61	%		3		1.43			4		1.90	%
4.01 to 5.00%		6		2.50	%		5		2.01	%		4		1.90			6		2.86	%
Greater than 5.00%		17		7.08	%		17		6.83	%		9		4.29			18		8.57	%
Total		240		100.00	%		249		100.00	%		210		100.00	%		210		100.00	%


*		Consolidated prices are used for the Fund.

Source: Invesco PowerShares Capital Management LLC and Factset Research Systems, Inc.

CODE OF ETHICS

Each Fund and the Sponsor has adopted a code of ethics adopted by the Sponsor as its own code of ethics under rule 17j-1 of the 1940 Act regarding personal securities transactions by employees. Any references in such code of ethics to the Trusts shall include each Fund. Subject to certain conditions and standards, the code permits employees to invest in Index Securities for their own accounts. The code is designed to prevent fraud, deception and misconduct against each Fund and to provide reasonable standards of conduct. The code is on file with the SEC and a copy may be obtained by visiting the SEC at the address listed below on the back cover of this Prospectus. The code of ethics is available on the EDGAR Database on the SEC’s internet site at http://www.sec.gov, and a copy may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, Washington, D.C. 20549-0102.

LEGAL OPINION

Jones Day, 222 East 41st Street, New York, NY 10017, is counsel to the Funds.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The financial statements as of September 30, 2008 in this Prospectus have been included in reliance upon the report of Ernst & Young LLP, independent registered public accounting firm, given on the authority of the firm as the experts in auditing and accounting.

106

ADDITIONAL INFORMATION

The Registration Statement, including this prospectus and the exhibits may be reviewed and copied at the SEC’s Public Reference Room (100 F Street, N.E., Washington, D.C. 20549) or on the EDGAR Database on the SEC’s website (http://www.sec.gov). The exhibits include documents such as the Trust Agreement and Indenture, License Agreement, Distribution Agreement and Participant Agreement. Information on the operation of the public reference room may be obtained by calling the SEC at 1-202-942-8090. You may get copies of this and other information after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the Public Reference Section of the SEC, Washington, D.C. 20549-0102.

Shareholder inquiries may be directed to the Funds in writing c/o ALPS Distributors, Inc. at 1625 Broadway, Suite 2200, Denver, CO 80202.

No person has been authorized to give any information or to make any representations other than those contained in this Prospectus in connection with the offer of a Fund’s Shares, and, if given or made, the information or representations must not be relied upon as having been authorized by the BLDRS Index Funds Trust or any Fund. Neither the delivery of this Prospectus nor any sale of Shares will under any circumstance imply that the information herein is correct as of any date after the date of this Prospectus.

107

GLOSSARY OF DEFINED TERMS


	Page

“1933 Act”		68
“1940 Act”		ii
“Accumulation Period”		59
“Adjustment Day”		65
“ADRs”		2
“NYSE Alternext US”		63
“Authorized Participants”		59
“Balancing Amount”		66
“Beneficial Owners”		ii
“BLDRS Index Fund”		CP
“BLDRS”		CP
“BNY Mellon ADR Composite Index”		1
“BNY Mellon ADR Index”		CP
“Business Day”		ii
“Cash Component”		59
“Cash Redemption Amount”		60
“Clearing Process”		59
“Code”		4
“Creation Unit”		CP
“Deposit Securities”		59
“Depositary Receipts”		2
“Discretionary Termination Amount”		71
“Distributor”		37
“Dividend Equivalent Payment”		65
“Dividend Payment Dates”		ii
“Dow Jones”		1
“DTC Participant”		59
“DTC”		ii
“ERISA”		74
“Exchange Act”		69
“Fiscal Year”		ii
“Fund Securities”		3
“Funds”		34
“GAAP”		79
“GDRs”		2
“Global Security”		69
“Index Security”		iii
“Indirect Participants”		69
“Initial Date of Deposit”		iii
“Invesco PowerShares”		ii
“Licensor”		36
“Misweighting Amount”		63
“Misweighting”		63

108

BLDRS INDEX FUNDS TRUST

BLDRS ASIA 50 ADR INDEX FUND
BLDRS DEVELOPED MARKETS 100 ADR INDEX FUND
BLDRS EMERGING MARKETS 50 ADR INDEX FUND
BLDRS EUROPE 100 ADR INDEX FUND

SPONSOR:

INVESCO POWERSHARES CAPITAL MANAGEMENT LLC

This Prospectus does not include all of the information with respect to the BLDRS Index Funds Trust set forth in its Registration Statement filed with the SEC in Washington, D.C. under the:

Securities Act of 1933 (File No. 333-84788) and
Investment Company Act of 1940 (File No. 811-21057)

To obtain copies from the SEC at prescribed rates:

Write: Public Reference Section of the SEC
100 F Street, N.E., Washington, D.C. 20549-6009
Call: 1-800-SEC-0330
Visit: http://www.sec.gov

No person is authorized to give any information or make any representation about the BLDRS Index Funds Trust not contained in this Prospectus, and you should not rely on any other information. Read and keep this Prospectus for future reference.

Invesco PowerShares Capital Management LLC has filed a registration statement on Form S-6 and Form N-8B-2 with the SEC covering the Shares and the BLDRS Index Funds Trust. While this Prospectus is a part of the registration statement on Form S-6, it does not contain all the exhibits filed as part of the registration statement on Form S-6. You should consider reviewing the full text of those exhibits.

Prospectus Dated January 30, 2009

113

CONTENTS OF REGISTRATION STATEMENT

This Amended Registration Statement on Form S-6 comprises the following papers and documents:

The facing sheet.

The cross-reference sheet.

The prospectus.

The undertaking to file reports.

The signatures.

The following Exhibits:

Certain of the following exhibits, as indicated parenthetically, were previously filed as exhibits to other reports or registration statements filed by Nasdaq Global Funds, Inc. (formerly: Nasdaq Financial Products Services, Inc.) under the Securities Act of 1933 or the Exchange Act of 1934, and are incorporated herein by reference to such reports.

1. Ex. 99.A1 — Standard Terms & Conditions of Trust, dated and effective as of November 8, 2002, between Nasdaq Global Funds, Inc. (formerly: Nasdaq Financial Products Services, Inc.), as Sponsor, and The Bank of New York Mellon, as Trustee (incorporated herein by reference to Exhibit 1 to Amendment No. 2 to the Registration Statement on Form S-6 filed on November 8, 2002).

2. Ex. 99.A2 — Trust Indenture and Agreement between Nasdaq Global Funds, Inc. (formerly: Nasdaq Financial Products Services, Inc.), as Sponsor, and The Bank of New York Mellon, as Trustee, incorporating by reference the Standard Terms and Conditions of Trust referenced above (incorporated herein by reference to Exhibit 2 to Amendment No. 2 to the Registration Statement on Form S-6 filed on November 8, 2002).

3. Ex. 99.A5 — Form of each Index Fund’s security (included as Exhibit B to Exhibit 1 listed above and incorporated herein by reference).

4. Ex. 99.A4 — License Agreement between Nasdaq Global Funds, Inc. (formerly: Nasdaq Financial Products Services, Inc.) as Licensee and The Bank of New York Mellon, as Licensor (incorporated herein by reference to Exhibit 2 to Amendment No. 6 to the Registration Statement on Form S-6 filed on November 8, 2002).

5. Ex. 99.A3B — Participant Agreement to be entered into among the Trustee, the Distributor and various Broker Dealers (included as an exhibit to Exhibit 1 listed above and incorporated herein by reference).

6. Ex. 99.A8 — Depository Agreement among the Trustee, the Sponsor and the Depository with respect to services rendered to the Trust (incorporated herein by reference to Exhibit 8 to Amendment No. 2 to the Registration Statement on Form S-6 filed on November 8, 2002).

7. Ex. 99.A4 — Distribution Agreement by and among the Sponsor, the Trust and the Distributor (incorporated herein by reference to Exhibit 9 to Amendment No. 2 to the Registration Statement on Form S-6 filed on November 8, 2002).

The following Exhibits are filed herewith:

1. Ex. 99.2 — Opinion of Counsel as to legality of securities being registered and consent of Counsel.

2. Ex. 99.A6 — Certificate of Formation of Invesco PowerShares Capital Management LLC.

3. Ex. 99.A11 — Code of Ethics and Code of Conduct of the Trust and each Fund adopted under Rule 17j-1 under the Investment Company Act.

4. Ex. 99.C1 — Consent of Independent Registered Public Accounting Firm.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant, The BLDRS Index Funds Trust, certifies that it meets all of the requirements for effectiveness of this Post-Effective Amendment No. 7 to the Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, all in the State of Illinois, on the 30th day of January, 2009.

THE BLDRS INDEX FUNDS TRUST

(Name of Registrant)


	By:	INVESCO POWERSHARES CAPITAL MANAGEMENT LLC

(Sponsor)


	By:	/s/ H. Bruce Bond

H. Bruce Bond

President

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 7 to the Registration Statement has been signed on behalf of Invesco PowerShares Capital Management LLC, the Sponsor, by the following persons who constitute a majority of its Board of Managers and by the named persons who are in the following capacities on the date above indicated.

INVESCO POWERSHARES CAPITAL MANAGEMENT LLC


/s/ Bruce T. Duncan Bruce T. Duncan		Chief Financial Officer

* /s/ John M. Zerr John M. Zerr		Manager

* /s/ Philip A. Taylor Philip A. Taylor		Manager

/s/ H. Bruce Bond H. Bruce Bond		Manager


*		By his signature below, H. Bruce Bond, pursuant to a duly executed Power of Attorney filed herewith, has signed this Post-Effective Amendment No. 7 to the Registration Statement on behalf of the persons whose signatures are printed above, in the capacities set forth opposite their respective names.


	By:	/s/ H. Bruce Bond

H. Bruce Bond
Attorney-in-Fact


	Past			Past			Since
	One Year			Five Years			Inception(2)

BLDRS Emerging Markets 50 ADR Index Fund Return Before Taxes(1)		(48.96	)%		10.86	%		17.33	%
Return After Taxes on Distributions(1)		(49.37	)%		10.08	%		16.21	%
Return After Taxes on Distributions and Redemption of Creation Units(1)		(31.69	)%		9.05	%		14.73	%
BNY Mellon Emerging Markets 50 ADR Index(3)		(48.09	)%		11.60	%		17.22	%
MSCI Emerging Markets Index(3)		(53.18	)%		8.02	%		14.47	%


American Depositary Receipts	Shares		Value

China Unicom Ltd.		27,568		416,828
China Telecom Corp Ltd.		9,795		400,615
Satyam Computer Services Ltd.		21,538		347,839
China Netcom Group Corp Hong Kong Ltd.		6,966		316,814
LG Display Co., Ltd.		24,703		313,728
Philippine Long Distance Telephone Co.		5,309		299,109
Alumina Ltd.		25,166		254,177
Siliconware Precision Industries Co.		43,842		252,968
Suntech Power Holdings Co., Ltd.*		6,703		240,437
KT Corp.		14,090		236,571
Telecom Corp of New Zealand Ltd.		25,729		236,449
Baidu.com*		885		219,683

Total Investments (Cost $92,312,608)			$	77,303,724


(1)		Includes all applicable fees and expenses and is based on the Fund’s NAV.

(2)		Investment operations commenced on November 8, 2002.

(3)		Does not reflect deduction for fees, expenses or taxes.


	Page

“Nasdaq‘		CP
“NAV Amount”		65
“NAV”		ii
“NSCC”		iii
“NYSE”		61
“Participant Agreement”		59
“Participating Party”		59
“PFIC”		73
“Portfolio Deposit Amount”		66
“Portfolio Deposit”		59
“Quarterly Review”		78
“Record Dates”		ii
“Redemption Payment”		60
“Redemption Securities”		60
“Request Day”		65

“SEC”		17
“Shares”		CP
“Transaction Fee”		61
“Trust Agreement and Indenture”		63
“Trust‘		CP
“Valuation Time”		ii
“Weighting Analysis”		63


Exhibit No.			Title of Document

	1	.	Ex. 99.2 — Opinion of Counsel as to legality of securities being registered and consent of Counsel.
	2	.	Ex. 99.A6 — Certificate of Formation of Invesco PowerShares Capital Management LLC
	3	.	Ex. 99.A11 — Code of Ethics and Code of Conduct of the Trust and each Index Fund adopted under Rule 17j-1 under the Investment Company Act.
	4	.	Ex. 99.C1 — Consent of Independent Registered Public Accounting Firm.
	5	.	Ex. 24 — Power of Attorney for Invesco PowerShares Capital Management LLC

	1.		The name of the limited liability company is Invesco PowerShares Capital Management LLC.

	2.		The address of the registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, 19801, County of New Castle. The name of the registered agent at such address is The Corporation Trust Company.

	•		Employees of Invesco PowerShares (except kitchen staff);

	•		Employees of any INVESCO POWERSHARES affiliates that, in connection with their duties, obtain or are determined by the Compliance Department to have access to any information concerning recommendations being made by any INVESCO POWERSHARES entity to any of its Clients (“access persons”); and

	•		POWERSHARES Funds Trustees (excluding Independent Trustees of the PowerShares ETF Trusts)

	•		the interests of Clients and shareholders of investment company Clients must be placed first at all times and Covered Persons must not take inappropriate advantage of their positions; and

	•		all personal securities transactions must be conducted consistent with this Code and in a manner to avoid any abuse of an individual’s position of trust and responsibility. This Code is our effort to address conflicts of interest that may arise in the ordinary course of our business.

	•		*Investment Personnel* . Investment Personnel may not buy or sell a Covered Security within three business days before or after a Client trades in that security.

	•		*Deminimus exemptions* . The Compliance Department will apply the following deminimis exemptions in granting pre-clearance when a Client has recently traded or is trading in a security involved in a Covered Person’s proposed personal transaction:

	•		Equity deminimis exemption . If the Covered Person does not have knowledge of trading activity in a particular equity security, he or she may execute up to 500 shares of such security in a rolling 30 day period provided the issuer of such security is included in the Russell 1000 Index.

	•		Fixed income deminimis exemption . If the Covered Person does not have knowledge of trading activity in a particular fixed income security he or she may execute up to $100,000 of par value of such security.

	•		A Letter of Education will be provided to any Covered Person whose failure to preclear is considered immaterial or inadvertent.

	•		Repeat violations may result in in-person training, probation, withdrawal of personal trading privileges or termination, depending on the nature and severity of the violations.

	•		discount broker-dealers that provide electronic feeds of confirms and monthly statements directly to the Compliance Department,

	•		Invesco Aim broker-dealers, or

	•		Full service broker-dealers. Covered Persons may own shares of AIM Funds that are held at a non-Invesco Aim broker-dealers only if those broker-dealers provide an electronic feed of all transactions and statements to Invesco Aim’s Compliance Department. All Covered Persons (other than AIM Funds Independent Trustees without knowledge of investment activity) must arrange for their broker-dealers to forward to the Compliance Department on a timely basis, duplicate confirmations of all personal securities transactions and copies of periodic statements for all brokerage accounts, in an electronic format if they include holdings in AIM Funds and preferably in electronic format for holdings other than AIM Funds.


*		Not applicable, answer negative or not required.

	•		A list of each security including the security name, number of shares (for equities) and the principal amount (for debt securities) in which the person has direct or indirect Beneficial Ownership;

	•		The name of any broker-dealer or bank with which the person maintains an account in which any securities are held for the direct or indirect benefit of the person; and

	•		The date that the report is submitted by the person.

	•		The date of all transactions in that quarter, the security name, the number of shares (for equity securities); or the interest rate and maturity date (if applicable) and the principal amount (for debt securities) for each Covered Security;

	•		The nature of the transaction (buy, sell, etc.);

	•		The price of the Covered Security at which the transaction was executed;

	•		The name of the broker-dealer or bank executing the transaction; and

	•		The date that the report is submitted to the Compliance Department.

	•		The date the account was established;

	•		The name of the broker-dealer or bank; and

	•		The date that the report is submitted to the Compliance Department.

	•		The security and the number of shares (for equities) or the interest rate and maturity date (if applicable) and principal amount (for debt securities) for each Covered Security in which the Covered Person has any direct or indirect Beneficial Ownership;

	•		The name of the broker-dealer or bank with or through which the transaction was effected; and

	•		The date that the report is submitted by the Covered Person to the Compliance Department.

	•		*Invitations* . INVESCO POWERSHARES employees must report all entertainment with the Compliance Department on a monthly basis. The requirement to report monthly entertainment includes dinners or any other event with the broker or vendor in attendance.

			Examples of invitations that may be excessive in value include Super Bowl tickets, tickets to All-Star games, hunting trips, or ski trips. An occasional ticket to a sporting event, golf outing or concert when accompanied by the broker or vendor may not be excessive. In all cases, entertainment must be reported to the Compliance Department.

			Additionally, INVESCO POWERSHARES Employees may not reimburse brokers or vendors for the cost of tickets that would be considered excessive or for travel related expenses without approval of the Compliance Department.

	•		*Gifts* . INVESCO POWERSHARES Employees are not required to pre-clear gifts. All gifts given or received must be reported to the Compliance Department on a monthly basis. INVESCO POWERSHARES Employees are prohibited from accepting the following:

	•		describes significant issues arising under the Code since the last report to the Boards of Trustees, including information about material violations of the Code and sanctions imposed in response to material violations; and

	•		certifies that the POWERSHARES Funds have adopted procedures reasonably designed to prevent Covered Persons from violating the Code.

	•		AIM Funds : Generally includes all funds advised or sub-advised by Invesco AIM Advisors, Inc.

	•		Automatic Investment Plan means a program in which regular purchases or sales are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation, including dividend reinvestment plans;

	•		Beneficial Ownership has the same meaning as Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended (“the ‘34 Act”). To have a beneficial interest, Covered Persons must have a “direct or indirect pecuniary interest,” which is the opportunity to profit directly or indirectly from a transaction in securities. Thus a Covered Person may have Beneficial Ownership in securities held by members of their immediate family sharing the same household (i.e. a spouse and children) or by certain partnerships, trusts, corporations, or other arrangements;

	•		Client means any account for which INVESCO POWERSHARES is either the adviser or sub-adviser;

	•		Control As defined same meaning as under Section 2(a)(9) of the Investment Company Act, as amended (the “Investment Company Act”);

	•		Covered Person means any full or part time Employee of INVESCO POWERSHARES or the POWERSHARES Funds (except kitchen staff),; any full or part time Employee of any INVESCO POWERSHARES affiliates that, in connection with his or her duties, obtains or has access to any information concerning recommendations being made by any INVESCO POWERSHARES entity to any of its Clients (“access persons”); and any interested trustee or director of the POWERSHARES Funds;

	•		Covered Security As defined in Section 2 (a)(36) of the Investment Company Act and includes any POWERSHARES Fund or other Client that is advised or sub-advised by INVESCO POWERSHARES. An exchange traded funds (ETF) is considered a Covered Security.

	•		Direct obligations of the Government of the United States or its agencies;

	•		Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

	•		Any open-end mutual fund not advised or sub-advised by INVESCO POWERSHARES or Invesco AIM; and

	•		Investment Personnel means any Employee who, in connection with his/her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the Client; and

	•		IT Personnel means any Employee that is designated to work in the Information Technology Department; and

	•		Fund Account Personnel means any Employee that is designated to work in either of the Fund Administration or Portfolio Administration Groups;

	•		Full Service Brokerage Firm: A brokerage firm that provides a large variety of services to its clients, including research and advice, retirement planning, tax tips, and much more. It typically does not include discount on-line brokerage firms with limited services.

	•		Independent Trustee means a trustee of a fund who is not an “interested person” of the fund within the meaning of Section 2(a)(19) of the Investment Company Act;

	•		Initial Public Offering means an offering of securities registered under the Securities Act of 1933, as amended, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the ‘34 Act;

	•		Private Securities Transaction means any securities transaction outside the regular course, or scope, of an associated person’s employment with a member, including, though not limited to, new offerings of securities which are not registered with the Securities and Exchange Commission, provided however that transactions subject to the notification requirements of Rule 3050 of the FINRA’s, NASD’s Conduct Rules, transactions among immediate family members (as defined in the interpretation of the Board of Governors on free-riding and withholding) for which no associated person receives any selling compensation, and personal transactions in investment company and variable annuity securities shall be excluded.


Date:

						Chief Compliance Officer, Invesco PowerShares Capital Management LLC


Title and	Symbol			Broker/Dealer or
Type of	or	No. of		Bank Where
Security	CUSIP No.	Shares	Principal Amount	Account is Held