INDEX EXCHANGE LISTED SECURITIES TRUST (Form: N-1A/A, Received: 09/25/2000 16:59:05)

As filed with the Securities and Exchange Commission on September 25, 2000

Securities Act File No. 333-57793
Investment Company Act of 1940 File No. 811-08839

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /

Pre-Effective Amendment No. 3 / X /

And

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / X /

Amendment No. 3 / X /

streetTRACKS(SM) SERIES TRUST
formerly known as INDEX EXCHANGE LISTED SECURITIES TRUST
(Exact Name of Registrant as Specified in Charter)

225 Franklin Street
Boston, Massachusetts 02110
(Address of Principal Executive Offices)

Registrant's Telephone Number: 617-662-3972

Michael E. Gillespie, Esq.
Vice President and Associate Counsel
State Street Bank and Trust Company
2 Avenue de Lafayette, LLC4N
Boston, Massachusetts 02111
(Name and Address of Agent for Service)

Copies to:
Stuart M. Strauss, Esq.
Mayer Brown & Platt
1675 Broadway
New York, New York 10019

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after this
Registration Statement is declared effective.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

[STREETTRACKS LOGO]
PROSPECTUS

streetTRACKS(SM) DOW JONES U.S. LARGE CAP VALUE INDEX FUND

streetTRACKS(SM) DOW JONES U.S. LARGE CAP GROWTH INDEX FUND

streetTRACKS(SM) DOW JONES U.S. SMALL CAP VALUE INDEX FUND

streetTRACKS(SM) DOW JONES U.S. SMALL CAP GROWTH INDEX FUND

streetTRACKS(SM) DOW JONES GLOBAL TITANS INDEX FUND

streetTRACKS(SM) WILSHIRE REIT INDEX FUND

streetTRACKS(SM) MORGAN STANLEY HIGH TECH 35 INDEX FUND

streetTRACKS(SM) MORGAN STANLEY INTERNET INDEX FUND

SEPTEMBER 25, 2000

streetTRACKS(SM) Series Trust is an "index fund" consisting of ten separate investment portfolios. This Prospectus describes streetTRACKS(SM) Dow Jones U.S. Large Cap Value Index Fund, streetTRACKS(SM) Dow Jones U.S. Large Cap Growth Index Fund, streetTRACKS(SM) Dow Jones U.S. Small Cap Value Index Fund, streetTRACKS(SM) Dow Jones U.S. Small Cap Growth Index Fund, streetTRACKS(SM) Dow Jones Global Titans Index Fund, streetTRACKS(SM) Wilshire REIT Index Fund, streetTRACKS(SM) Morgan Stanley High Tech 35 Index Fund and streetTRACKS(SM) Morgan Stanley Internet Index Fund (each a "Fund" and collectively the "Funds"). The investment objective of each Fund is to provide investment results that, before expenses, correspond generally to the total return of a particular index (each an "Index"). State Street Bank and Trust Company, through its State Street Global Advisors division, manages each Fund.

The shares of each Fund (the "Shares") described in this Prospectus will be listed on the American Stock Exchange (the "Exchange"). The Shares trade on the Exchange 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 large specified number of Shares called a "Creation Unit," principally in-kind for securities included in the relevant Index. EXCEPT WHEN AGGREGATED IN CREATION UNITS, THE SHARES ARE NOT REDEEMABLE SECURITIES OF THE FUNDS.

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. SHARES IN 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. SUCH SHARES INVOLVE INVESTMENT RISKS, INCLUDING THE LOSS OF PRINCIPAL.

TABLE OF CONTENTS

streetTRACKS(SM) Series Trust...............................    1
  Who Should Invest.........................................    1
  streetTRACKS(SM) Dow Jones U.S. Large Cap Value Index
     Fund...................................................    3
  streetTRACKS(SM) Dow Jones U.S. Large Cap Growth Index
     Fund...................................................    7
  streetTRACKS(SM) Dow Jones U.S. Small Cap Value Index
     Fund...................................................   11
  streetTRACKS(SM) Dow Jones U.S. Small Cap Growth Index
     Fund...................................................   16
  streetTRACKS(SM) Dow Jones Global Titans Index Fund.......   20
  streetTRACKS(SM) Wilshire REIT Index Fund.................   25
  streetTRACKS(SM) Morgan Stanley High Tech 35 Index Fund...   30
  streetTRACKS(SM) Morgan Stanley Internet Index Fund.......   34
Additional Investment Strategies, Risks and Other
  Considerations............................................   37
  Additional Investment Strategies..........................   37
  Additional Risks..........................................   38
  Other Considerations......................................   39
Management..................................................   39
Index Licenses..............................................   40
Determination of Net Asset Value............................   43
Buying and Selling the Funds................................   43
Creation and Redemption of Creation Units...................   43
Distributions...............................................   47
Tax Matters.................................................   48
General Information.........................................   49

streetTRACKS(SM) SERIES TRUST

streetTRACKS(SM) Series Trust (the "Trust") is an "index fund" consisting of ten separate investment portfolios (each a "Fund" and collectively the "Funds"). The Funds offered by this Prospectus are: streetTRACKS(SM) Dow Jones U.S. Large Cap Value Index Fund, streetTRACKS(SM) Dow Jones U.S. Large Cap Growth Index Fund, streetTRACKS(SM) Dow Jones U.S. Small Cap Value Index Fund, streetTRACKS(SM) Dow Jones U.S. Small Cap Growth Index Fund, streetTRACKS(SM) Dow Jones Global Titans Index Fund, streetTRACKS(SM) Wilshire REIT Index Fund, streetTRACKS(SM) Morgan Stanley High Tech 35 Index Fund and streetTRACKS(SM) Morgan Stanley Internet Index Fund. FORTUNE 500(R) Index Fund and FORTUNE e-50(TM) Index Fund are offered in a separate prospectus.

The investment objective of each Fund is to provide investment results that, before expenses, correspond generally to the total return of a specified market index (each an "Index"). State Street Bank and Trust Company, through its State Street Global Advisors division (the "Adviser"), manages each Fund.

WHO SHOULD INVEST

Each Fund is designed for investors who seek a relatively low-cost "passive" approach for investing in a portfolio of equity securities of companies in a specified Index. The Funds may be suitable for long-term investment in the market represented in the relevant Index. Shares of each Fund may also be used as an asset allocation tool or as a speculative trading instrument. Unlike many conventional mutual funds which are only bought and sold at closing net asset values, each Fund's Shares have been designed to be tradable in a secondary market on the Exchange on an intraday basis and to be created and redeemed principally in kind in Creation Units at each day's next calculated net asset value. These arrangements are designed to protect ongoing shareholders from adverse effects on the portfolio of a Fund that could arise from frequent cash creation and redemption transactions that

affect the net asset value of such Fund. Moreover, in contrast to conventional mutual funds where redemptions can have an adverse tax impact on taxable shareholders because of the need to sell portfolio 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.

streetTRACKS(SM) DOW JONES U.S. LARGE CAP VALUE INDEX FUND

(SYMBOL: ELV)

This section describes streetTRACKS(SM) Dow Jones U.S. Large Cap Value Index Fund's investment objective, principal investment strategies, risks and expenses.

Investment Objective. The Fund's investment objective is to replicate as closely as possible, before expenses, the performance of the Dow Jones U.S. Large Cap Value Index (the "Large Cap Value Index" or the "Index"). There is no assurance that the Fund will achieve its investment objective.

Principal Investment Strategies. The Fund uses a passive management strategy designed to track the performance of the Large Cap Value Index. The Index includes 100-250 common stocks, which are chosen by Dow Jones & Company, Inc. ("Dow Jones") based upon certain float-adjusted market capitalization and value characteristics.

The Fund, using an "indexing" investment approach, attempts to replicate, before expenses, the performance of the Large Cap Value Index. The Adviser seeks a correlation of 0.95 or better between the Fund's performance and the performance of the Index; a figure of 1.00 would represent perfect correlation.

The Fund generally will invest in all of the stocks comprising the Index in proportion to their weightings in the Index. However, under various circumstances, it may not be possible or practicable to purchase all of those stocks in those weightings. In those circumstances, the Fund may purchase a sample of the stocks in the Index in proportions expected by the Adviser to replicate generally the performance of the Index as a whole. There may also be instances in which the Adviser may choose to overweight another stock in the Index, purchase securities not in the Index which the Adviser believes are appropriate to substitute for the Index Securities, or utilize various combinations of other available investment techniques, in seeking to track accurately the Index. In addition, from time to time stocks are added to or removed from the Index. The Fund may sell stocks that are represented in the Index, or purchase stocks that are not yet represented in the Index, in anticipation of their removal from or addition to the Index.

The Fund will normally invest at least 95% of its total assets in common stocks that comprise the Index.

investing in any fund of equity securities traded on exchanges, such as market fluctuations caused by such factors as economic and political developments, changes in interest rates and perceived trends in stock prices. You should anticipate that the value of the Shares will decline, more or less, in correlation with any decline in value of the Index.

- Stock values could decline generally or could underperform other investments.

- A "value" style of investing emphasizes undervalued companies with characteristics for improved valuations. This style of investing is subject to the risk that the valuations never improve or that the returns on "value" equity securities are less than returns on other styles of investing or the overall stock market. Different types of stocks tend to shift in and out of favor depending on market and economic conditions. Thus, the value of the Fund's investments will vary and at times may be lower or higher than that of other types of investments.

- Returns on investments in stocks of large U.S. companies could trail the returns on investments in stocks of smaller companies.

- The Fund's return may not match the return of the Index for a number of reasons. For example, the Fund incurs a number of operating expenses not applicable to the Index, and incurs costs in buying and selling securities, especially when rebalancing the Fund's securities holdings to reflect changes in the composition of the Index. The Fund may not be fully invested at times, either as a result of cash flows into the Fund or reserves of cash held by the Fund to meet redemptions. If the Fund utilizes a sampling approach, or futures or other derivative positions its return may not correlate as well with the return on the Index, as would be the case if it purchased all of the stocks in the Index.

THE FUND'S SHARES WILL CHANGE IN VALUE, AND YOU COULD LOSE MONEY BY INVESTING IN THE FUND. THE FUND MAY NOT ACHIEVE ITS OBJECTIVE. AN INVESTMENT IN THE FUND IS NOT A DEPOSIT WITH A BANK AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

OTHER INVESTMENT CONSIDERATIONS AND RISKS.

The Large Cap Value Index. The Large Cap Value Index is composed of between 100-250 common stocks, which are chosen by Dow Jones, based upon float-adjusted market capitalization and value characteristics. Each year, Dow Jones selects the largest U.S. stocks by market capitalization in order to create the large cap universe, which represents approximately 60% of the total U.S. equity market. After the initial list of eligible large cap stocks is determined, Dow Jones uses a proprietary model to identify the value stocks within

the large cap universe. Thus, the Large Cap Value Index is a subset representing anywhere between 30 to 70% of the large cap universe. The purpose of the Index is to provide an effective representation of the U.S. large cap value segment of the equity market. The inclusion of a stock in the Index in no way implies that Dow Jones believes the stock to be an attractive investment, nor is Dow Jones a sponsor or in any way affiliated with the Fund. Most of the Index securities trade on the New York Stock Exchange and NASDAQ, representing approximately 30-40% of the market value of all U.S. common stocks. Each stock in the Index is weighted by its float-adjusted market capitalization. That is, each security is weighted by its float-adjusted market value relative to the total float-adjusted market values of all the securities in the Index. The Index only includes common stocks domiciled in the U.S. and its territories. You should also be aware that Dow Jones has retained editorial control over the Index and has reserved the right to modify the Index and/or its methodology at any time.

Changes in policies. The Trust's Trustees may change the Fund's investment strategies and other policies without shareholder approval, except as otherwise indicated. The Trustees will not materially change the Fund's investment objective without shareholder approval.

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold shares of the streetTRACKS(SM) Dow Jones U.S. Large Cap Value Index Fund.(1)

SHAREHOLDER FEES
(fees paid directly from your investment, but see
  "Creation and Redemption of Creation Units" for a
  discussion of Creation and Redemption Transaction
  Fees)................................................  0.00%
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from the Fund's assets)(2)
  Management Fees......................................  0.20%
  Distribution and Services (12b-1) Fees(3)............  0.00%
  Other Expenses(4)....................................  0.00%
                                                         -----
TOTAL ANNUAL FUND OPERATING EXPENSES...................  0.20%
                                                         =====

(1) You will incur customary brokerage commissions when buying and selling shares of the Fund.

(2) Expressed as a percentage of average daily net assets.

(3) The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net assets may be made, however, no such payments will be made for the first 12 months of operation.

(4) The Trust's Investment Advisory Agreement provides that the Adviser will pay the operating expenses of the Trust, except for the management fee, brokerage, taxes, interest, fees and expenses of the Independent Trustees (including any Trustee's counsel fees), litigation expenses and other extraordinary expenses.

EXAMPLE

The streetTRACKS(SM) Dow Jones U.S. Large Cap Value Index Fund sells and redeems Shares in Creation Units principally on an in-kind basis for portfolio securities of the relevant Index. SHARES IN LESS THAN CREATION UNIT AGGREGATIONS ARE NOT REDEEMABLE. An investor purchasing a Creation Unit on an in-kind basis would pay the following expenses on a $10,000 investment (payment with a deposit of securities included in the relevant Index), assuming a 5% annual return and that the Funds' operating expenses remain the same. INVESTORS SHOULD NOTE THAT THE PRESENTATION BELOW OF A $10,000 INVESTMENT IN A CREATION UNIT IS FOR ILLUSTRATION PURPOSES ONLY, AS SHARES WILL BE ISSUED BY THE FUNDS ONLY IN CREATION UNITS. FURTHER, THE RETURN OF 5% AND ESTIMATED EXPENSES ARE FOR ILLUSTRATION PURPOSES ONLY AND SHOULD NOT BE CONSIDERED INDICATIONS OF EXPECTED FUND EXPENSES OR PERFORMANCE, WHICH MAY BE GREATER OR LESSER THAN THE ESTIMATES.

YEAR                                                  EXPENSES
----                                                  --------
1...................................................    $21
3...................................................    $64

streetTRACKS(SM) DOW JONES U.S. LARGE CAP GROWTH INDEX FUND

(SYMBOL: ELG)

This section describes the streetTRACKS(SM) Dow Jones U.S. Large Cap Growth Index Fund's goals, principal investment strategies, risks and expenses.

Investment Objective. The Fund's investment objective is to replicate as closely as possible, before expenses, the performance of the Dow Jones U.S. Large Cap Growth Index (the "Large Cap Growth Index" or the "Index"). There is no assurance that the Fund will achieve its investment objective.

Principal Investment Strategies. The Fund uses a passive management strategy designed to track the performance of the Large Cap Growth Index. The Index includes 100-250 common stocks, which are chosen by Dow Jones based upon certain float-adjusted market capitalization and growth characteristics.

The Fund, using an "indexing" investment approach, attempts to replicate, before expenses, the performance of the Large Cap Growth Index. The Adviser seeks a correlation of 0.95 or better between the Fund's performance and the performance of the Index; a figure of 1.00 would represent perfect correlation.

The Fund will normally invest at least 95% of its total assets in common stocks that comprise the Index.

- Stock values could decline generally or could underperform other investments.

- Returns on investments in stocks of large U.S. companies could trail the returns on investments in stocks of smaller companies.

- The Fund emphasizes a "growth" style of investing. The market values of such securities may be more volatile than other types of investments. The returns on "growth" securities may or may not move in tandem with the returns on other styles of investing or the overall stock markets.

OTHER INVESTMENT CONSIDERATIONS AND RISKS.

The Large Cap Growth Index. The Large Cap Growth Index is composed of between 100-250 common stocks, which are chosen by Dow Jones, based upon float-adjusted market capitalization and growth characteristics. Each year, Dow Jones selects the largest U.S. stocks by market capitalization in order to create the large cap universe, which represents approximately 60% of the total U.S. equity market. After the initial list of eligible large cap stocks is determined, Dow Jones uses a proprietary model to identify the growth stocks within the large cap universe. Thus, the Large Cap Growth Index is a subset representing anywhere between 30 to 70% of the large cap universe. The purpose of the Index is to provide an effective representation of the U.S. large

cap growth segment of the equity market. The inclusion of a stock in the Index in no way implies that Dow Jones believes the stock to be an attractive investment, nor is Dow Jones a sponsor or in any way affiliated with the Fund. Most of the Index securities trade on the New York Stock Exchange and NASDAQ, representing approximately 30-40% of the market value of all U.S. common stocks. Each stock in the Index is weighted by its float-adjusted market capitalization. That is, each security is weighted by its float-adjusted market value relative to the total float-adjusted market values of all the securities in the Index. The Index only includes common stocks domiciled in the U.S. and its territories. You should also be aware that Dow Jones has retained editorial control over the Index and has reserved the right to modify the Index and/or its methodology at any time.

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold shares of the streetTRACKS(SM) Dow Jones U.S. Large Cap Growth Index Fund.(1)

SHAREHOLDER FEES
(fees paid directly from your investment, but see
  "Creation and Redemption of Creation Units" for a
  discussion of Creation and Redemption Transaction
  Fees)................................................  0.00%
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from the Fund's assets)(2)
  Management Fees......................................  0.20%
  Distribution and Services (12b-1) Fees(3)............  0.00%
  Other Expenses(4)....................................  0.00%
                                                         -----
TOTAL ANNUAL FUND OPERATING EXPENSES...................  0.20%
                                                         =====

(1) You will incur customary brokerage commissions when buying and selling shares of the Fund.

(2) Expressed as a percentage of average daily net assets.

EXAMPLE

The streetTRACKS(SM) Dow Jones U.S. Large Cap Growth Index Fund sells and redeems Shares in Creation Units principally on an in-kind basis for portfolio securities of the relevant Index. SHARES IN LESS THAN CREATION UNIT AGGREGATIONS ARE NOT REDEEMABLE. An investor purchasing a Creation Unit on an in-kind basis would pay the following expenses on a $10,000 investment (payment with a deposit of securities included in the relevant Index), assuming a 5% annual return and that the Funds' operating expenses remain the same. INVESTORS SHOULD NOTE THAT THE PRESENTATION BELOW OF A $10,000 INVESTMENT IN A CREATION UNIT IS FOR ILLUSTRATION PURPOSES ONLY, AS SHARES WILL BE ISSUED BY THE FUNDS ONLY IN CREATION UNITS. FURTHER, THE RETURN OF 5% AND ESTIMATED EXPENSES ARE FOR ILLUSTRATION PURPOSES ONLY AND SHOULD NOT BE CONSIDERED INDICATIONS OF EXPECTED FUND EXPENSES OR PERFORMANCE, WHICH MAY BE GREATER OR LESSER THAN THE ESTIMATES.

YEAR                                                  EXPENSES
----                                                  --------
1...................................................    $21
3...................................................    $64

streetTRACKS(SM) DOW JONES U.S. SMALL CAP VALUE INDEX FUND

(SYMBOL: DSV)

This section describes the streetTRACKS(SM) Dow Jones U.S. Small Cap Value Index Fund's goals, principal investment strategies, risks, expenses and performance.

Investment Objective. The Fund's investment objective is to replicate as closely as possible, before expenses, the performance of the Dow Jones U.S. Small Cap Value Index (the "Small Cap Value Index" or the "Index"). There is no assurance that the Fund will achieve its investment objective.

Principal Investment Strategies. The Fund uses a passive management strategy designed to track the performance of the Small Cap Value Index. The Index includes 350-700 common stocks, which are chosen by Dow Jones based upon certain float-adjusted market capitalization and value characteristics.

The Fund, using an "indexing" investment approach, attempts to replicate, before expenses, the performance of the Small Cap Value Index. The Adviser seeks a correlation of 0.95 or better between the Fund's performance and the performance of the Index; a figure of 1.00 would represent perfect correlation.

The Fund will normally invest at least 95% of its total assets in common stocks that comprise the Index.

- Stock values could decline generally, or could underperform other investments.

- Returns on investments in stocks of small U.S. companies could trail the returns on investments in stocks of larger companies.

- Small companies may be more likely than mid-cap and large-cap companies to have relatively limited product lines, markets or financial resources, or depend on a few key employees.

- The Fund's return may not match the return of the Index for a number of reasons. For example, the return on the securities and other investments selected by the Adviser may not correlate precisely with the return on the Index. The Fund incurs a number of operating expenses not applicable to the Index, and incurs costs in buying and selling securities, especially when rebalancing the Fund's securities holdings to reflect changes in the composition of the Index. The Fund may not be fully invested at times, either as a result of cash flows into the Fund or reserves of cash held by the Fund to meet redemptions. If the Fund utilizes a sampling approach, or futures or other derivative positions its return may not correlate as well with the return on the Index, as would be the case if it purchased all of the stocks in the Index.

OTHER INVESTMENT CONSIDERATIONS AND RISKS.

The Small Cap Value Index. The Small Cap Value Index is composed of between 300-750 common stocks, which are chosen by Dow Jones, based upon float-adjusted market capitalization and value characteristics. Each year, Dow Jones selects the smallest U.S. stocks by market capitalization in order to create the small cap universe, which represents approximately 8-10% of the total U.S. equity market. After the initial list of eligible small cap stocks is determined, Dow Jones uses a proprietary model to identify value stocks within the small cap universe. Thus, the Small Cap Value Index is a subset representing anywhere between 30 to 70% of the small cap universe. The purpose of the Index is to provide an effective representation of the U.S. small cap value segment of the equity market. The inclusion of a stock in the Index in no way implies that Dow Jones believes the stock to be an attractive investment, nor is Dow Jones a sponsor or in any way affiliated with the Fund. Most of the Index securities trade on the New York Stock Exchange and NASDAQ, representing approximately 4-6% of the market value of all U.S. common stocks. Each stock in the Index is weighted by its float-adjusted market capitalization. That is, each security is weighted by its float-adjusted market value relative to the total float-adjusted market values of all the securities in the Index. The Index only includes common stocks domiciled in the U.S. and its territories. You should also be aware that Dow Jones has retained editorial control over the Index and has reserved the right to modify the Index and/or its methodology at any time.

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold shares of the streetTRACKS(SM) Dow Jones U.S. Small Cap Value Index Fund.(1)

SHAREHOLDER FEES
(fees paid directly from your investment, but see
  "Creation and Redemption of Creation Units" for a
  discussion of Creation and Redemption Transaction
  Fees)................................................  0.00%
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from the Fund's assets)(2)
  Management Fees......................................  0.25%
  Distribution and Services (12b-1) Fees(3)............  0.00%
  Other Expenses(4)....................................  0.00%
TOTAL ANNUAL FUND OPERATING EXPENSES...................  0.25%

(1) You will incur customary brokerage commissions when buying and selling shares of the Fund.

(2) Expressed as a percentage of average daily net assets.

EXAMPLE

The streetTRACKS(SM) Dow Jones U.S. Small Cap Value Index Fund sells and redeems Shares in Creation Units principally on an in-kind basis for portfolio securities of the relevant Index. SHARES IN LESS THAN CREATION UNIT AGGREGATIONS ARE NOT REDEEMABLE. An investor purchasing a Creation Unit on an in-kind basis would pay the following expenses on a $10,000 investment (payment with a deposit of securities included in the relevant Index), assuming a 5% annual return and that the Funds' operating expenses remain the same. INVESTORS SHOULD NOTE THAT THE PRESENTATION BELOW OF A $10,000 INVESTMENT IN A CREATION UNIT IS FOR ILLUSTRATION PURPOSES ONLY, AS SHARES WILL BE ISSUED BY THE FUNDS ONLY IN CREATION UNITS. FURTHER, THE RETURN OF 5% AND

ESTIMATED EXPENSES ARE FOR ILLUSTRATION PURPOSES ONLY AND SHOULD NOT BE CONSIDERED INDICATIONS OF EXPECTED FUND EXPENSES OR PERFORMANCE, WHICH MAY BE GREATER OR LESSER THAN THE ESTIMATES.

YEAR                                                  EXPENSES
----                                                  --------
1...................................................    $26
3...................................................    $81

STREETTRACKS(SM) DOW JONES U.S. SMALL CAP GROWTH INDEX FUND

(SYMBOL: DSG)

This section describes the streetTRACKS(SM) Dow Jones U.S. Small Cap Growth Index Fund's goals, principal investment strategies, risks, expenses and performance.

Investment Objective. The Fund's investment objective is to replicate as closely as possible, before expenses, the performance of the Dow Jones U.S. Small Cap Growth Index (the "Small Cap Growth Index" or the "Index"). There is no assurance that the Fund will achieve its investment objective.

Principal Investment Strategies. The Fund uses a passive management strategy designed to track the performance of the Small Cap Growth Index. The Index includes 350-700 common stocks, which are chosen by Dow Jones based upon certain float-adjusted market capitalization and growth characteristics.

The Fund will normally invest at least 95% of its total assets in common stocks that comprise the Index.

- Stock values could decline generally, or could underperform other investments.

- Returns on investments in stocks of small U.S. companies could trail the returns on investments in stocks of larger companies.

- Small companies may be more likely than mid-cap and large-cap companies to have relatively limited product lines, markets or financial resources, or depend on a few key employees.

OTHER INVESTMENT CONSIDERATIONS AND RISKS.

The Small Cap Growth Index. The Small Cap Growth Index is composed of between 300-750 common stocks, which are chosen by Dow Jones, based upon float-adjusted market capitalization and growth characteristics. Each year, Dow Jones selects the smallest U.S. stocks by market capitalization in order to create the small cap universe, which represents approximately 8-10%

of the total U.S. equity market. After the initial list of eligible small cap stocks is determined, Dow Jones uses a proprietary model to identify growth stocks within the small cap universe. Thus, the Small Cap Growth Index is a subset representing anywhere between 30 to 70% of the small cap universe. The purpose of the Index is to provide an effective representation of the U.S. small cap growth segment of the equity market. The inclusion of a stock in the Index in no way implies that Dow Jones believes the stock to be an attractive investment, nor is Dow Jones a sponsor or in any way affiliated with the Fund. Most of the Index securities trade on the New York Stock Exchange and NASDAQ, representing approximately 4-6% of the market value of all U.S. common stocks. Each stock in the Index is weighted by its float-adjusted market capitalization. That is, each security is weighted by its float-adjusted market value relative to the total float-adjusted market values of all the securities in the Index. The Index only includes common stocks domiciled in the U.S. and its territories. You should also be aware that Dow Jones has retained editorial control over the Index and has reserved the right to modify the Index and/or its methodology at any time.

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold shares of the streetTRACKS(SM) Dow Jones U.S. Small Cap Growth Index Fund.(1)

SHAREHOLDER FEES
(fees paid directly from your investment, but see
  "Creation and Redemption of Creation Units" for a
  discussion of Creation and Redemption Transaction
  Fees)................................................  0.00%
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from the Fund's assets)(2)
  Management Fees......................................  0.25%
  Distribution and Services (12b-1) Fees(3)............  0.00%
  Other Expenses(4)....................................  0.00%
                                                         -----
TOTAL ANNUAL FUND OPERATING EXPENSES...................  0.25%
                                                         =====

(1) You will incur customary brokerage commissions when buying and selling shares of the Fund.

(2) Expressed as a percentage of average daily net assets.

EXAMPLE

The streetTRACKS(SM) Dow Jones U.S. Small Cap Growth Index Fund sells and redeems Shares in Creation Units principally on an in-kind basis for portfolio securities of the relevant Index. SHARES IN LESS THAN CREATION UNIT AGGREGATIONS ARE NOT REDEEMABLE. An investor purchasing a Creation Unit on an in-kind basis would pay the following expenses on a $10,000 investment (payment with a deposit of securities included in the relevant Index), assuming a 5% annual return and that the Funds' operating expenses remain the same. INVESTORS SHOULD NOTE THAT THE PRESENTATION BELOW OF A $10,000 INVESTMENT IN A CREATION UNIT IS FOR ILLUSTRATION PURPOSES ONLY, AS SHARES WILL BE ISSUED BY THE FUNDS ONLY IN CREATION UNITS. FURTHER, THE RETURN OF 5% AND ESTIMATED EXPENSES ARE FOR ILLUSTRATION PURPOSES ONLY AND SHOULD NOT BE CONSIDERED INDICATIONS OF EXPECTED FUND EXPENSES OR PERFORMANCE, WHICH MAY BE GREATER OR LESSER THAN THE ESTIMATES.

YEAR                                                  EXPENSES
----                                                  --------
1...................................................    $26
3...................................................    $81

streetTRACKS(SM) DOW JONES GLOBAL TITANS INDEX FUND (SYMBOL: DGT)

This section describes the streetTRACKS(SM) Dow Jones Global Titans Index Fund's goals, principal investment strategies, risks, expenses and performance.

Investment Objective. The Fund's investment objective is to replicate as closely as possible, before expenses, the performance of the Dow Jones Global Titans Index U.S. Close (the "Global Titans Index" or the "Index"). There is no assurance that the Fund will achieve its investment objective.

Principal Investment Strategies. The Fund uses a passive management strategy designed to track the performance of the Global Titans Index. The Index includes 50 stocks, which are chosen by Dow Jones based on the combination of market data and fundamental data.

The Fund, using an "indexing" investment approach, attempts to replicate, before expenses, the performance of the Global Titans Index. The Adviser seeks a correlation of 0.95 or better between the Fund's performance and the performance of the Index; a figure of 1.00 would represent perfect correlation.

The Fund will normally invest at least 95% of its total assets in common stocks that comprise the Index.

Principal risks of investing in the Fund. Unlike many investment companies, the Fund is not actively "managed." Therefore, it would not sell a stock because the stock's issuer was in financial trouble, unless that stock is removed from the Index. An investment in the Fund involves risks similar to those of investing in any fund of equity securities traded on exchanges, such as market fluctuations caused by such factors as economic and political developments,

changes in interest rates and perceived trends in stock prices. You should anticipate that the value of the Shares will decline, more or less, in correlation with any decline in value of the Index.

- Stock values could decline generally or could underperform other investments.

- Returns on investments in foreign stocks could be more volatile than, or trail the returns on, investments in U.S. stocks.

- Returns on investments in stocks of large companies could trail the returns on investments in stocks of smaller companies.

OTHER INVESTMENT CONSIDERATIONS AND RISKS.

The Global Titans Index. The Global Titans Index is composed of 50 common stocks, which are chosen by Dow Jones. The stock must, in the opinion of Dow Jones, meet all four of the following criteria to qualify as a candidate for the index: (1) It must be a well established company with a solid financial situation and a broad client base; (2) It must be well known to global investors for either its long history of success or its widely used products or services;
(3) It must be a market leader in its industry with either a dominant position or a competitive advantage; (4) It must be among the largest of blue-chip companies in the global arena. In constructing the Global Titans Index, a unique multi-factor methodology is adopted. First the 5,000 stocks of the Dow Jones Global Indexes are used as the Initial Pool with a view towards ensuring that all candidates are investable, liquid and representative of the global markets. Market capitalization is then used as the first screen to create the Final Pool by selecting the top 100 companies. Dow Jones's rationale for this step is that market value is a universal measurement across industries, and also

that its use is most appropriate for an index built for investment purposes. Every company in the final pool of 100 must derive some revenue from outside its home country. This screen is instituted to ensure that all of the Titans selected are truly Global companies. The next step in index construction is to combine the Final Pool components' market capitalization rankings with their rankings according to four other indicators of size and leadership. These four indicators, two from the balance sheet and two from the income statement, are assets, book value, sales/revenue, and net profit. The combined rankings of these four fundamental factors determine the fundamental rank of each company. The fundamental rank and the market cap rank are used equally as the basis for selecting the index components. The inclusion of a stock in the Index in no way implies that Dow Jones believes the stock to be an attractive investment, nor is Dow Jones a sponsor or in any way affiliated with the Fund. For purposes of calculation of the Index value, securities for which the primary market is outside of the U.S. are valued based on the last sale price on the primary market. During periods when the primary market is closed, these securities are valued based on the last sale price, if any, of any corresponding ADR. You should also be aware that Dow Jones has retained editorial control over the Index and has reserved the right to modify the Index and/or its methodology at any time.

Foreign Securities. The Fund will invest in foreign securities, including non-U.S. dollar-denominated securities traded outside of the United States and dollar-denominated securities of foreign issuers traded in the United States. Foreign securities also include investments such as American Depository Receipts ("ADRs") which are U.S. dollar-denominated receipts representing shares of foreign-based corporations. ADRs are issued by U.S. banks or trust companies, and entitle the holder to all dividends and capital gains that are paid out on the underlying foreign shares. Investment in ADRs may be less liquid than the liquidity of the underlying shares in their primary trading market.

Foreign securities involve special risks and costs. Investment in foreign securities may involve higher costs than investment in U.S. securities, including higher transaction and custody costs as well as the imposition of additional taxes by foreign governments. Foreign investments may also involve risks associated with the level of currency exchange rates, less complete financial information about the issuers, less market liquidity, more market volatility and political instability. Future political and economic developments, the possible imposition of withholding taxes on dividend income, the possible seizure or nationalization of foreign holdings, the possible establishment of exchange controls or freezes on the convertibility of currency, or the adoption of other governmental restrictions might adversely affect an investment in foreign

securities. Additionally, foreign issuers may be subject to less stringent regulation, and to different accounting, auditing and recordkeeping requirements.

Forward Currency Exchange Contracts. The Fund may enter into forward currency exchange contracts for hedging purposes to help reduce the risks and volatility caused by changes in foreign currency exchange rates. Foreign currency exchange contracts will be used at the discretion of the Adviser, and the Fund is not required to hedge its foreign currency positions. A forward currency contract is an obligation to exchange one currency for another on a future date at a specified exchange rate. Forward currency contracts are privately negotiated transactions, and can have substantial price volatility. When used for hedging purposes, they tend to limit any potential gain that may be realized if the value of the Fund's foreign holdings increases because of currency fluctuations.

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold shares of the streetTRACKS(SM) Dow Jones Global Titans Index Fund.(1)

SHAREHOLDER FEES
(fees paid directly from your investment, but see
  "Creation and Redemption of Creation Units" for a
  discussion of Creation and Redemption Transaction
  Fees)................................................  0.00%
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from the Fund's assets)(2)
  Management Fees......................................  0.50%
  Distribution and Services (12b-1) Fees(3)............  0.00%
  Other Expenses(4)....................................  0.00%
                                                         -----
TOTAL ANNUAL FUND OPERATING EXPENSES...................  0.50%
                                                         =====

(1) You will incur customary brokerage commissions when buying and selling shares of the Fund.

(2) Expressed as a percentage of average daily net assets.

EXAMPLE

The streetTRACKS(SM) Dow Jones Global Titans Index Fund sells and redeems Shares in Creation Units principally on an in-kind basis for portfolio securities of the relevant Index. SHARES IN LESS THAN CREATION UNIT AGGREGATIONS ARE NOT REDEEMABLE. An investor purchasing a Creation Unit on an in-kind basis would pay the following expenses on a $10,000 investment (payment with a deposit of securities included in the relevant Index), assuming a 5% annual return and that the Funds' operating expenses remain the same. INVESTORS SHOULD NOTE THAT THE PRESENTATION BELOW OF A $10,000 INVESTMENT IN A CREATION UNIT IS FOR ILLUSTRATION PURPOSES ONLY, AS SHARES WILL BE ISSUED BY THE FUNDS ONLY IN CREATION UNITS. FURTHER, THE RETURN OF 5% AND ESTIMATED EXPENSES ARE FOR ILLUSTRATION PURPOSES ONLY AND SHOULD NOT BE CONSIDERED INDICATIONS OF EXPECTED FUND EXPENSES OR PERFORMANCE, WHICH MAY BE GREATER OR LESSER THAN THE ESTIMATES.

YEAR                                                  EXPENSES
----                                                  --------
1...................................................    $ 51
3...................................................    $161

streetTRACKS(SM) WILSHIRE REIT INDEX FUND (SYMBOL: RWR)

This section describes the streetTRACKS(SM) Wilshire REIT Index Fund's goals, principal investment strategies, risks, expenses and performance.

Investment Objective. The Fund's investment objective is to replicate as closely as possible, before expenses, the performance of the Wilshire REIT Index (the "Wilshire REIT Index" or the "Index"). There is no assurance that the Fund will achieve its investment objective.

Principal Investment Strategies. The Fund uses a passive management strategy designed to track the performance of the Wilshire REIT Index. The Index is a market capitalization weighted index of publicly traded Real Estate Investment Trusts ("REITs"). The Index is comprised of companies whose charters are the equity ownership and operation of commercial real estate. As of June 30, 2000, the Index was composed of 104 REITs.

The Fund, using an "indexing" investment approach, attempts to replicate, before expenses, the performance of the Wilshire REIT Index. The Adviser seeks a correlation of 0.95 or better between the Fund's performance and the performance of the Index; a figure of 1.00 would represent perfect correlation.

The Fund generally will invest in all of the REITs comprising the Index in proportion to their weightings in the Index. However, under various circumstances, it may not be possible or practicable to purchase all of those REITs in those weightings. In those circumstances, the Fund may purchase a sample of the stocks in the Index in proportions expected by the Adviser to replicate generally the performance of the Index as a whole. There may also be instances in which the Adviser may choose to overweight another stock in the Index, purchase securities not in the Index which the Adviser believes are appropriate to substitute for the Index Securities, or utilize various combinations of other available investment techniques, in seeking to track accurately the Index. In addition, from time to time stocks are added to or removed from the Index. The Fund may sell stocks that are represented in the Index, or purchase stocks that are not yet represented in the Index, in anticipation of their removal from or addition to the Index.

The Fund will normally invest at least 95% of its total assets in REITs that comprise the Index.

fluctuations caused by such factors as economic and political developments, changes in interest rates and perceived trends in stock prices. You should anticipate that the value of the Shares will decline, more or less, in correspondence with any decline in value of the Index.

- The Fund will concentrate its investments in the real estate industry sector. Adverse economic, business or political developments affecting that industry sector could have a major effect on the value of the Fund's investments.

- Investment in REITs may subject the Fund to risks associated with the direct ownership of real estate, such as decreases in real estate values, overbuilding, increased competition and other risks related to local or general economic conditions, increases in operating costs and property taxes, changes in zoning laws, casualty or condemnation losses, possible environmental liabilities, regulatory limitations on rent and fluctuations in rental income. Equity REITs generally experience these risks directly through fee or leasehold interests, whereas mortgage REITs generally experience these risks indirectly through mortgage interests, unless the mortgage REIT forecloses on the underlying real estate.

- Changes in interest rates may also affect the value of the Fund's investment in REITs. For instance, during periods of declining interest rates, certain mortgage REITs may hold mortgages that the mortgagors elect to prepay, which prepayment may diminish the yield on securities issued by those REITs.

- Certain REITs have a relatively small market capitalization, which may tend to increase the volatility of the market price of their securities.

- REITs are dependent upon specialized management skills, have limited diversification and are, therefore, subject to risks inherent in operating and financing a limited number of projects.

- REITs are also subject to heavy cash flow dependency, defaults by borrowers and the possibility of failing to qualify for tax-free pass- through of income under the Internal Revenue Code of 1986, as amended (the "Code") and to maintain exemption from the registration requirements of the 1940 Act.

fully invested at times, either as a result of cash flows into the Fund or reserves of cash held by the Fund to meet redemptions. If the Fund utilizes a sampling approach, or futures or other derivative positions its return may not correlate as well with the return on the Index, as would be the case if it purchased all of the stocks in the Index.

- The Fund is non-diversified and as a result may have greater exposure to volatility than other funds. Because a non-diversified fund may invest a larger percentage of its assets in the securities of a single company or a single industry than diversified funds, the performance of that company or industry can have a substantial impact on the fund's share price.

OTHER INVESTMENT CONSIDERATIONS AND RISKS.

The Wilshire REIT Index. The Wilshire REIT Index is comprised of companies whose charters are the equity ownership and operation of commercial real estate and which operate under the REIT Act of 1960. The Index was composed of 104 components with a total market capitalization of $110 billion as of June 30, 2000. The Index is generally rebalanced monthly, and returns are calculated on a buy and hold basis except as necessary to reflect the occasional occurrence of Index changes in the middle of a month. The inclusion of a REIT in the Index in no way implies that Wilshire Associates believes the stock to be an attractive investment, nor is Wilshire Associates a sponsor or in any way affiliated with the Fund. Each REIT in the Index is weighted by its market capitalization. That is, each security is weighted by its market value relative to the total market values of all the securities in the Index.

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold shares of the streetTRACKS(SM) Wilshire REIT Index Fund.(1)

SHAREHOLDER FEES
(fees paid directly from your investment, but see
  "Creation and Redemption of Creation Units" for a
  discussion of Creation and Redemption Transaction
  Fees)................................................  0.00%
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from the Fund's assets)(2)
  Management Fees......................................  0.25%
  Distribution and Services (12b-1) Fees(3)............  0.00%
  Other Expenses(4)....................................  0.00%
                                                         -----
TOTAL ANNUAL FUND OPERATING EXPENSES...................  0.25%
                                                         =====

(1) You will incur customary brokerage commissions when buying and selling shares of the Fund.

(2) Expressed as a percentage of net assets.

(3) The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% may be made, however, no such payments will be made for the first 12 months of operation.

(4) The Trust's Investment Advisory Agreement provides that the Adviser will pay the operating expenses of the Trust, except for the advisory fee, brokerage, taxes, interest, fees and expenses of the Independent Trustees (including any Trustee's counsel fees), litigation expenses and other extraordinary expenses.

EXAMPLE

The streetTRACKS(SM) Wilshire REIT Index Fund sells and redeems Shares in Creation Units principally on an in-kind basis for portfolio securities of the relevant Index. SHARES IN LESS THAN CREATION UNIT AGGREGATIONS ARE NOT REDEEMABLE. An investor purchasing a Creation Unit on an in-kind basis would pay the following expenses on a $10,000 investment (payment with a deposit of securities included in the relevant Index), assuming a 5% annual return and that the Funds' operating expenses remain the same. INVESTORS SHOULD NOTE THAT THE PRESENTATION BELOW OF A $10,000 INVESTMENT IN A CREATION UNIT IS FOR ILLUSTRATION PURPOSES ONLY, AS SHARES WILL BE ISSUED BY THE FUNDS ONLY IN CREATION UNITS. FURTHER, THE RETURN OF 5% AND ESTIMATED EXPENSES ARE FOR ILLUSTRATION PURPOSES ONLY AND SHOULD NOT BE CONSIDERED INDICATIONS OF

EXPECTED FUND EXPENSES OR PERFORMANCE, WHICH MAY BE GREATER OR LESSER THAN THE ESTIMATES.

YEAR                                                  EXPENSES
----                                                  --------
1...................................................    $26
3...................................................    $81

streetTRACKS(SM) MORGAN STANLEY HIGH-TECH 35 INDEX FUND (SYMBOL: MTK)

This section describes the streetTRACKS(SM) Morgan Stanley High-Tech 35 Index Fund's goals, principal investment strategies, risks, expenses and performance.

Investment Objective. The Fund's investment objective is to replicate as closely as possible, before expenses, the performance of the Morgan Stanley High-Tech 35 Index (the "High-Tech 35 Index" or the "Index"). There is no assurance that the Fund will achieve its investment objective.

Principal Investment Strategies. The Fund uses a passive management strategy designed to track the performance of the High-Tech 35 Index. The Index is composed of 35 electonics-based technology companies chosen by Morgan Stanley.

The Fund, using an "indexing" investment approach, attempts to replicate, before expenses, the performance of the High-Tech 35 Index. The Adviser seeks a correlation of 0.95 or better between the Fund's performance and the performance of the Index; a figure of 1.00 would represent perfect correlation.

The Fund will normally invest at least 95% of its total assets in common stocks that comprise the Index.

- Stock values could decline generally, or could underperform other investments.

- The Fund will concentrate in the technology industry. Market or economic factors impacting that industry sector could have a major effect on the value of the Fund's investments. The value of stocks of technology companies is particularly vulnerable to rapid changes in technology product cycles, government regulation and competition. Technology stocks, especially those of smaller, less-seasoned companies, tend to be more volatile than the overall market.

OTHER INVESTMENT CONSIDERATIONS AND RISKS.

The Morgan Stanley High-Tech 35 Index. The Index is composed purely of electronics-based technology companies. The Index was the first listed broad-market technology barometer dedicated exclusively to the electronics-

based technology industry. The Index comprises American companies drawn from the following 11 technology sub-sectors: computer & business services; technical software (CAD/CAM, EDA); enterprise software; Internet and PC software; telecom equipment; wireline/wireless; data networking/data security; server & enterprise hardware; PC hardware & data storage; connectors/electronics manufacturing services; semi-conductor capital equipment; and semiconductors. The Index is equal-dollar-weighted to ensure that each of its component securities is represented in approximate equal dollar value. To ensure that each component stock continues to represent approximate equal market value in the Index, adjustments, if necessary, are made annually after the close of trading on the third Friday of December. As of June 30, 2000, the Morgan Stanley High-Tech 35 Index consisted of 35 components with a total market capitalization of $3,653 billion.

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold shares of the streetTRACKS(SM) Morgan Stanley High Tech 35 Index Fund.(1)

SHAREHOLDER FEES
(fees paid directly from your investment, but see
  "Creation and Redemption of Creation Units" for a
  discussion of Creation and Redemption Transaction
  Fees)................................................  0.00%
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from the Fund's assets)(2)
  Management Fees......................................  0.50%
  Distribution and Services (12b-1) Fees(3)............  0.00%
  Other Expenses(4)....................................  0.00%
                                                         -----
TOTAL ANNUAL FUND OPERATING EXPENSES...................  0.50%
                                                         =====

(1) You will incur customary brokerage commissions when buying and selling shares of the Fund.

(2) Expressed as a percentage of average daily net assets.

(3) The Fund has adopted a Distribution and Service (12b-1) Plan pursuant to which payments of up to 0.25% of average daily net

assets may be made, however, no such payments will be made for the first 12 months of operation.

EXAMPLE

The streetTRACKS(SM) Morgan Stanley High Tech 35 Index Fund sells and redeems Shares in Creation Units principally on an in-kind basis for portfolio securities of the relevant Index. SHARES IN LESS THAN CREATION UNIT AGGREGATIONS ARE NOT REDEEMABLE. An investor purchasing a Creation Unit on an in-kind basis would pay the following expenses on a $10,000 investment (payment with a deposit of securities included in the relevant Index), assuming a 5% annual return and that the Funds' operating expenses remain the same. INVESTORS SHOULD NOTE THAT THE PRESENTATION BELOW OF A $10,000 INVESTMENT IN A CREATION UNIT IS FOR ILLUSTRATION PURPOSES ONLY, AS SHARES WILL BE ISSUED BY THE FUNDS ONLY IN CREATION UNITS. FURTHER, THE RETURN OF 5% AND ESTIMATED EXPENSES ARE FOR ILLUSTRATION PURPOSES ONLY AND SHOULD NOT BE CONSIDERED INDICATIONS OF EXPECTED FUND EXPENSES OR PERFORMANCE, WHICH MAY BE GREATER OR LESSER THAN THE ESTIMATES.

YEAR                                                  EXPENSES
----                                                  --------
1...................................................    $ 51
3...................................................    $161

streetTRACKS(SM) MORGAN STANLEY INTERNET INDEX FUND (SYMBOL: MII)

This section describes the streetTRACKS(SM) Morgan Stanley Internet Index Fund's goals, principal investment strategies, risks, expenses and performance.

Investment Objective. The Fund's investment objective is to replicate as closely as possible, before expenses, the performance of the Morgan Stanley Internet Index (the "Internet Index" or the "Index"). There is no assurance that the Fund will achieve its investment objective.

Principal Investment Strategies. The Fund uses a passive management strategy designed to track the performance of the Internet Index. The Index is composed of companies chosen by Morgan Stanley which it believes are driving the growth of Internet usage.

The Fund, using an "indexing" investment approach, attempts to replicate, before expenses, the performance of the Internet Index. The Adviser seeks a correlation of 0.95 or better between the Fund's performance and the performance of the Index; a figure of 1.00 would represent perfect correlation.

The Fund will normally invest at least 95% of its total assets in common stocks that comprise the Index.

anticipate that the value of the Shares will decline, more or less, in correlation with any decline in value of the Index.

- Stock values could decline generally, or could underperform other investments.

- The Fund will invest primarily in companies engaged in Internet and Intranet related activities. The value of such companies is particularly vulnerable to rapidly changing technology, extensive government regulation and relatively high risk of obsolescence caused by scientific and technological advances. The value of the Fund's shares may fluctuate more than shares of a fund investing in a broader range of industries.

OTHER INVESTMENT CONSIDERATIONS AND RISKS.

The Morgan Stanley Internet Index. The Index is composed of companies that Morgan Stanley believes are driving the growth of Internet usage. The Index comprises American companies drawn from seven Internet sub-sectors: Internet data services, Internet infrastructure, Internet services/consulting, portals, vertical portals, e-commerce and Internet investment companies. The companies are selected based on a demonstration of current leadership, business momentum, market share and market capitalization. The

number of companies in the Index may be increased as Internet-related businesses evolve. The Morgan Stanley Internet Index is owned and maintained by Morgan Stanley. In selecting securities for the Index, Morgan Stanley will take into consideration proposals from an advisory committee of individuals from Morgan Stanley Dean Witter's Equity Research Department and its Institutional Equity Division (IED). The Index is equal-dollar-weighted so that each of its component securities is represented in approximate equal dollar value. To ensure that these weightings remain equal, adjustments, if necessary, are made quarterly after the close of trading on the third Friday of March, June, September, and December. As of June 30, 2000, the Morgan Stanley Internet Index consisted of 28 components with a total market capitalization of $1,815 billion.

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold shares of the streetTRACKS(SM) Morgan Stanley Internet Index Fund.(1)

SHAREHOLDER FEES
(fees paid directly from your investment, but see
  "Creation and Redemption of Creation Units" for a
  discussion of Creation and Redemption Transaction
  Fees)................................................  0.00%
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from the Fund's assets)(2)
  Management Fees......................................  0.50%
  Distribution and Services (12b-1) Fees(3)............  0.00%
  Other Expenses(4)....................................  0.00%
                                                         -----
TOTAL ANNUAL FUND OPERATING EXPENSES...................  0.50%
                                                         =====

(1) You will incur customary brokerage commissions when buying and selling shares of the Fund.

(2) Expressed as a percentage of average daily net assets.

EXAMPLE

The streetTRACKS(SM) Morgan Stanley Internet Index Fund sells and redeems Shares in Creation Units principally on an in-kind basis for portfolio securities of the relevant Index. SHARES IN LESS THAN CREATION UNIT AGGREGATIONS ARE NOT REDEEMABLE. An investor purchasing a Creation Unit on an in-kind basis would pay the following expenses on a $10,000 investment (payment with a deposit of securities included in the relevant Index), assuming a 5% annual return and that the Funds' operating expenses remain the same. INVESTORS SHOULD NOTE THAT THE PRESENTATION BELOW OF A $10,000 INVESTMENT IN A CREATION UNIT IS FOR ILLUSTRATION PURPOSES ONLY, AS SHARES WILL BE ISSUED BY THE FUNDS ONLY IN CREATION UNITS. FURTHER, THE RETURN OF 5% AND ESTIMATED EXPENSES ARE FOR ILLUSTRATION PURPOSES ONLY AND SHOULD NOT BE CONSIDERED INDICATIONS OF EXPECTED FUND EXPENSES OR PERFORMANCE, WHICH MAY BE GREATER OR LESSER THAN THE ESTIMATES.

YEAR                                                  EXPENSES
----                                                  --------
1...................................................    $ 51
3...................................................    $161

ADDITIONAL INVESTMENT STRATEGIES, RISKS AND OTHER CONSIDERATIONS

ADDITIONAL INVESTMENT STRATEGIES

Each Fund may invest its remaining assets in money market instruments including repurchase agreements or funds which invest exclusively in money market instruments (subject to applicable limitations under the 1940 Act), in convertible securities, structured notes (notes on which the amount of principal repayment and interest payments are based on the movement of one or more specified factors such as the movement of a particular stock or stock index) and in options and futures contracts. Options and futures contracts (and convertible securities and structured notes) may be used by a Fund in seeking performance that corresponds to its benchmark Index and in managing cash flows. The Funds will not invest in money market instruments as part of a temporary defensive strategy to protect against potential stock market de-

clines. The Adviser anticipates that it will take approximately three business days for additions and deletions to the Index to be reflected in the portfolio composition of each Fund.

Borrowing Money. Each Fund may borrow money from a bank up to a limit of 10% of the value of its assets, but only for temporary or emergency purposes.

ADDITIONAL RISKS

Lack of 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, 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 Internal Revenue Code could limit the investment flexibility of a Fund.

Trading Issues. Trading in Shares on the Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in Shares inadvisable. In addition, trading in Shares on the Exchange is subject to trading halts caused by extraordinary market volatility pursuant to Exchange "circuit breaker" rules. There can be no assurance that the requirements of the Exchange necessary to maintain the listing of a Fund will continue to be met or will remain unchanged.

Fluctuation of Net Asset Value. The net asset value of the Shares will generally fluctuate with changes in the market value of a Fund's securities holdings. The market prices of Shares will generally fluctuate in accordance with changes in net asset value and supply and demand on the Exchange. The Adviser cannot predict whether Shares will trade below, at or above their net asset value. 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 to, but not identical to, the same forces influencing the prices of the stocks of the Index trading individually or in the aggregate at any point in time. However, given that Shares can be created and redeemed in Creation Units (unlike shares of many closed-end funds, which frequently trade at appreciable discounts from, and sometimes at premiums to, their net asset value), the Adviser believes that large discounts or premiums to the net asset value of Shares should not be sustained.

may have appreciated beyond the value of the collateral held by the Fund). In addition, a Fund will bear the risk of loss of any cash collateral that it invests.

OTHER CONSIDERATIONS

Distribution and Service Plan. Each Fund has adopted a Distribution and Service Plan pursuant to which payments of up to 0.25% of average daily net assets may be made. No payments pursuant to the Distribution and Service Plan will be made for the first twelve (12) months of operation.

MANAGEMENT

Adviser. State Street serves as the Adviser to each Fund and, subject to the supervision of the Board of Trustees, is responsible for the investment management of the Funds. As of March 31, 2000, the Adviser managed approximately $723.3 billion in assets, including approximately $376 billion in index funds. The Adviser's principal business address is 225 Franklin Street, Boston, Massachusetts 02210.

For the services provided to the Funds under the Investment Advisory Agreement, each Fund pays the Adviser monthly fees based on a percentage of each Fund's average daily net assets as shown in the following table.

FUND                                           MANAGEMENT FEE
----                                           --------------
streetTRACKS(SM) Dow Jones U.S. Large-Cap
  Value Fund.................................      0.20%
streetTRACKS(SM) Dow Jones U.S. Large-Cap
  Growth Fund................................      0.20%
streetTRACKS(SM) Dow Jones U.S. Small-Cap
  Value Fund.................................      0.25%
streetTRACKS(SM) Dow Jones U.S. Small-Cap
  Growth Fund................................      0.25%
streetTRACKS(SM) Dow Jones Global Titans
  Index Fund.................................      0.50%
streetTRACKS(SM) Wilshire REIT Index Fund....      0.25%
streetTRACKS(SM) Morgan Stanley High Tech 35
  Index Fund.................................      0.50%
streetTRACKS(SM) Morgan Stanley Internet
  Index Fund.................................      0.50%

(including any Trustee's counsel fees), litigation expenses and other extraordinary expenses.

Administrator, Custodian and Transfer Agent. State Street is Administrator for each Fund, the Custodian for each Fund's assets and serves as Transfer Agent to each Fund.

Lending Agent. State Street may act as a lending agent for the Trust. For its services, the lending agent would typically receive a portion of the net investment income, if any, earned on the collateral for the securities loaned.

Distributor. State Street Capital Markets, LLC is the Distributor of each Fund's Shares. The Distributor will not distribute Shares in less than Creation Units, and it does not maintain a secondary market in the Shares. The Distributor may enter into selected dealer agreements with other broker-dealers or other qualified financial institutions for the sale of Creation Units of Shares.

INDEX LICENSES

Dow Indices. The streetTRACKS(SM) Dow Jones U.S. Large Cap Growth Index Fund, streetTRACKS(SM) Dow Jones U.S. Large Cap Value Index Fund, streetTRACKS(SM) Dow Jones U.S. Small Cap Growth Index Fund, streetTRACKS(SM) Dow Jones U.S. Small Cap Value Index Fund and streetTRACKS(SM) Dow Jones Global Titans Index Fund are not sponsored, endorsed, sold or promoted by Dow Jones. Dow Jones makes no representation or warranty, express or implied, to the owners of the Funds or any member of the public regarding the advisability of trading in the Funds. Dow Jones' only relationship to the Adviser is the licensing of certain trademarks and trade names of Dow Jones and of the Dow Jones U.S. Large Cap Growth Index, the Dow Jones U.S. Large Cap Value Index, the Dow Jones U.S. Small Cap Growth Index, the Dow Jones U.S. Small Cap Value Index and the Dow Jones Global Titans Index which are determined, composed and calculated by Dow Jones without regard to the adviser or the Funds, Dow Jones has no obligation to take the needs of the Adviser or the owners of the Funds into consideration in determining, composing or calculating the Dow Jones U.S. Large Cap Growth Index, the Dow Jones U.S. Large Cap Value Index, the Dow Jones U.S. Small Cap Growth Index, the Dow Jones U.S. Small Cap Value Index and the Dow Jones Global Titans Index. Dow Jones in not responsible for and has not participated in the determination of the timing of, prices at, or quantities of the Funds to be listed or in the determination of calculation of the equation by which the Funds are to be converted into cash. Dow Jones has no obligation

or liability in connection with the administration, marketing or trading of the Funds.

Dow Jones does not guarantee the accuracy and/or the completeness of the Dow Jones U.S. Large Cap Growth Index, the Dow Jones U.S. Large Cap Value Index, the Dow Jones U.S. Small Cap Growth Index, the Dow Jones U.S. Small Cap Value Index and the Dow Jones Global Titans Index or any data included therein and Dow Jones shall have no liability for any errors, omissions or interruptions therein. Dow Jones makes no warranty, express or implied, as to results to be obtained by the Adviser, owners of the Funds or any other person or entity from the use of the Dow Jones U.S. Large Cap Growth Index, the Dow Jones U.S. Large Cap Value Index, the Dow Jones U.S. Small Cap Growth Index, the Dow Jones U.S. Small Cap Value Index and the Dow Jones Global Titans Index or any data included therein. Dow Jones makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the Dow Jones U.S. Large Cap Growth Index, the Dow Jones U.S. Large Cap Value Index, the Dow Jones U.S. Small Cap Growth Index, the Dow Jones U.S. Small Cap Value Index and the Dow Jones Global Titans Index or any data included therein, without limiting any of the foregoing, in no event shall Dow Jones have any liability for any lost profits or indirect, punitive, special or consequential damages (including lost profits), even if notified of the possibility of such damages. There are no third party beneficiaries of any agreements or arrangements between Dow Jones and the Adviser.

Wilshire REIT Index. The streetTRACKS(SM) Wilshire REIT Index Fund is not sponsored, endorsed, sold or promoted by Wilshire Associates Incorporated ("Wilshire") or any affiliate of the Wilshire. Neither Wilshire nor any other party makes any representation or warranty, express or implied, to the owners of the Fund or any member of the public regarding the advisability of investing in funds generally or in the Fund particularly or the ability of the Wilshire REIT Index to track general stock market performance. Wilshire is the licensor of certain trademarks, service marks, and trade names of Wilshire and of the Wilshire REIT Index which is determined, composed and calculated by Wilshire without regard to the issuer of this Fund. Wilshire has no obligation to take the needs of the issuer of this Fund or the owners of this Fund into consideration in determining, composing or calculating the Wilshire REIT Index. Wilshire is not responsible for and has not participated in the determination of the timing of, prices, or quantities of this Fund to be issued or in the determination or calculation of the equation by which this Fund is redeemable for cash. Neither Wilshire nor any other party has any obligation or liability to owners of this Fund in connection with the administration, marketing or trading of this Fund.

Wilshire does not guarantee the accuracy and/or the completeness of the Wilshire REIT Index or any data included therein and Wilshire shall have no liability for any errors, omissions or interruptions therein. Wilshire makes no warranty, express or implied, as to results to be obtained by the Adviser, owners of the Fund, or any other person or entity from the use of the Wilshire REIT Index or any data included therein. Wilshire makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the Wilshire REIT Index or any data included therein, without limiting any of the foregoing. In no event shall Wilshire have any liability for any lost profits or indirect, punitive, special or consequential damages (including lost profits), even if notified of the possibility of such damages. There are no third party beneficiaries of any agreements or arrangements between Wilshire and the Adviser.

Morgan Stanley Indices. The streetTRACKS(SM) Morgan Stanley High Tech 35 Index Fund and the streetTRACKS(SM) Morgan Stanley Internet Index Fund are not sponsored, endorsed, sold or promoted by Morgan Stanley Dean Witter & Co. or any of its affiliates (collectively "MSDW"). Neither MSDW nor any other party makes any representation or warranty, express or implied, to the owners of this fund or any member of the public regarding the advisability of investing in funds generally or in this fund particularly or the ability of the Morgan Stanley High Tech 35 Index and the Morgan Stanley Internet Index to track general stock market performance. MSDW is the licensor of certain trademarks, service marks and trade names of MSDW and of the Morgan Stanley High Tech 35 Index and the Morgan Stanley Internet Index which are determined, composed and calculated by MSDW without regard to the issuer of these Funds or these Funds. MSDW has no obligation to take the needs of the issuer of these Funds or the owners of these Funds into consideration in determining, composing or calculating the Morgan Stanley High Tech 35 Index of the Morgan Stanley Internet Index. MSDW is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of these Funds to be issued or in determination or calculation of the equation by which these Funds are redeemable for cash. Neither MSDW nor any other party has any obligation or liability to owners of these Funds in connection with the administration, marketing or trading of these Funds.

Although MSDW shall obtain information for inclusion in or for use in the calculation of the Indexes from sources which MSDW considers reliable, neither MSDW not any other party guarantees the accuracy and/or the completeness of Indexes or any data included therein. Neither MSDW not any other party makes any warranty, express or implied, as to results to be obtained by the Adviser, the Adviser's customers and counterparties, owners of the Funds, or any other person or entity from the use of the Indexes or any

data included therein in connection with the rights licensed hereunder or for any other use. Neither MSDW nor any other party makes any express or implied warranties, and MSDW hereby expressly disclaims all warranties or merchantability or fitness for a particular purpose with respect to the Indexes or any data included therein. Without limiting any of the foregoing, in no event shall MSDW or any other party have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.

DETERMINATION OF NET ASSET VALUE

Net asset value per Share for each Fund is computed by dividing the value of the net assets of such Fund (i.e., the value of its total assets less total liabilities) by its total number of Shares outstanding. Expenses and fees, including the management and distribution fees, if any, are accrued daily and taken into account for purposes of determining net asset value. The net asset value of each Fund is calculated by the Custodian and determined each business day at the close of regular trading of the New York Stock Exchange ("NYSE") (ordinarily 4:00 p.m. New York time).

BUYING AND SELLING THE FUNDS

The Shares are listed for secondary trading on the Exchange. 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. The Shares will trade on the Exchange at prices that may differ to varying degrees from the daily net asset values of the Shares. Given, however, that Shares can be issued and redeemed daily in Creation Units, the Adviser believes that large discounts and premiums to net asset value should not be sustained for very long.

CREATION AND REDEMPTION OF CREATION UNITS

Each Fund issues Shares and redeems Shares only in Creation Units (50,000 Shares per Creation Unit) at their net asset value on a continuous basis. Set forth below is a brief description of the procedures applicable to creation and redemption of Creation Units. For more detailed information, see "CREATION AND REDEMPTION OF CREATION UNITS" in the Statement of Additional Information.

Creation. In order to create (i.e., purchase) Creation Units of a Fund, an investor must generally deposit a designated portfolio of equity securities

constituting a substantial replication, or a representation, of the stocks included in the relevant Fund's Index (the "Deposit Securities") and generally make a small cash payment referred to as the "Cash Component." The list of the names and the number of shares of the Deposit Securities is made available by the Custodian through the facilities of the NSCC immediately prior to the opening of business on the Exchange. The Cash Component represents the difference between the net asset value of a Creation Unit and the market value of the Deposit Securities.

Orders must be placed in proper form by or through either (i) a "Participating Party", i.e., a broker-dealer or other participant in the clearing process of the Continuous Net Settlement System of the NSCC (the "Clearing Process"); or (ii) a DTC Participant, that, in either case, has entered into an agreement with the Trust, the Distributor and the Transfer Agent, with respect to creations and redemptions of Creation Units ("Participant Agreement"). Investors should contact the Distributor for the names of Participating Parties and/or DTC Participants that have signed a Participant Agreement. All orders must be placed for one or more whole Creation Units of Shares of a Fund and must be received by the Distributor in proper form no later than the close of regular trading on the NYSE (ordinarily 4:00 p.m., New York time) ("Closing Time") in order to receive that day's closing net asset value per Share.

Orders may be effected through the Clearing Process or outside the Clearing Process. An order to create Creation Units through the Clearing Process (through a Participating Party), or outside the Clearing Process (through a DTC Participant), is considered received by the Distributor on the date transmitted if the order is received by the Distributor no later than the Closing Time on such date and all other procedures set forth in the Participant Agreement are followed. However, in the case of orders effected outside the Clearing Process, if the Custodian does not receive the requisite Deposit Securities and the Cash Component by 11:00 a.m. and 2:00 p.m., New York time, respectively, on the next business day immediately following the transmittal date, the order will be canceled. Any order may be rejected under certain limited circumstances which are specified in the Statement of Additional Information.

A fixed transaction fee, in the amount described below, is applicable to each creation transaction regardless of the number of Creation Units created in the transaction. An additional charge of up to three (3) times the fixed transaction fee may be imposed with respect to transactions effected outside the Clearing Process (through a DTC Participant) and in the limited circumstances specified in the Statement of Additional Information in which any cash can be used in lieu of Deposit Securities to create Creation Units.

                                                   OUTSIDE THE
                                    TRANSACTION     CLEARING
FUND                                    FEE          PROCESS
----                                -----------   -------------
streetTRACKS(SM) Dow Jones U.S.
  Large Cap Value Index Fund......    $1,000       up to $4,000
streetTRACKS(SM) Dow Jones U.S.
  Large Cap Growth Index Fund.....    $1,000       up to $4,000
streetTRACKS(SM) Dow Jones U.S.
  Small Cap Value Index Fund......    $1,500       up to $6,000
streetTRACKS(SM) Dow Jones U.S.
  Small Cap Growth Index Fund.....    $1,500       up to $6,000
streetTRACKS(SM) Dow Jones Global
  Titans Index Fund...............    $1,000       up to $4,000
streetTRACKS(SM) Wilshire REIT
  Index Fund......................    $1,000       up to $4,000
streetTRACKS(SM) Morgan Stanley
  High Tech 35 Index Fund.........    $  500       up to $2,000
streetTRACKS(SM) Morgan Stanley
  Internet Index Fund.............    $  500       up to $2,000

Shares may be issued in advance of receipt of Deposit Securities subject to various conditions including a requirement to maintain on deposit with the Trust cash at least equal to 115% of the market value of the missing Deposit Securities. Any such transaction effected must be effected outside the Clearing Process. See "CREATION AND REDEMPTION OF CREATION UNITS" in the Statement of Additional Information.

Legal Restrictions on Transactions in Certain Stocks. An investor subject to a legal restriction with respect to a particular stock required to be deposited in connection with the creation of a Creation Unit may, at the Fund's discretion, be permitted to deposit an equivalent amount of cash in substitution for any stock which would otherwise be included in the Deposit Securities applicable to the creation of a Creation Unit.

between the net asset value of the Shares being redeemed as next determined after receipt by the Transfer Agent of a redemption request in proper form, and the value of the Fund Securities (the "Cash Redemption Amount"), less the applicable redemption fee. Should the Fund Securities have a value greater than the net asset value of the Shares, a compensating cash payment to the Trust equal to the differential will be required to be arranged for by or on behalf of the redeeming shareholder by the Participating Party or DTC Participant, as the case may be. For more detail, see "CREATION AND REDEMPTION OF CREATION UNITS" in the Statement of Additional Information.

Orders to redeem Creation Units of a Fund may only be effected by or through a Participating Party (with respect to redemptions through the Clearing Process) or a DTC Participant (with respect to redemptions outside the Clearing Process). An order to redeem through the Clearing Process is deemed received on the date of transmittal if such order is received by the Transfer Agent prior to the Closing Time on the date of transmittal and all other procedures set forth in the Participant Agreement are properly followed. An order to redeem outside the Clearing Process is considered received by the Transfer Agent on the date of transmittal if: (i) such order is received by the Transfer Agent no later than the close of regular trading on the NYSE (ordinarily 4:00 p.m. New York time) on the transmittal date; (ii) such order is accompanied or proceeded by the requisite number of Shares specified in the order, which delivery must be made through DTC to the Custodian no later than 11:00 a.m., New York time, on the next business day after the transmittal date; and (iii) all other procedures set forth in the Participant Agreement are followed.

A fixed transaction fee, described below, is applicable to each redemption transaction regardless of the number of Creation Units redeemed in the transaction. An additional charge of up to three (3) times the fixed transaction fee may be charged with respect to transactions effected outside the Clearing Process and in the limited circumstances specified in the Statement of Additional Information in which any cash may be used in lieu of securities to redeem Creation Units.

                                                  OUTSIDE THE
                                  TRANSACTION      CLEARING
FUND                                  FEE           PROCESS
----                              -----------    -------------
streetTRACKS(SM) Dow Jones U.S.
  Large Cap Value Index Fund....    $1,000        up to $4,000
streetTRACKS(SM) Dow Jones U.S.
  Large Cap Growth Index Fund...    $1,000        up to $4,000
streetTRACKS(SM) Dow Jones U.S.
  Small Cap Value Index Fund....    $1,500        up to $6,000
streetTRACKS(SM) Dow Jones U.S.
  Small Cap Growth Index Fund...    $1,500        up to $6,000
streetTRACKS(SM) Dow Jones
  Global Titans Index Fund......    $1,000        up to $4,000
streetTRACKS(SM) Wilshire REIT
  Index Fund....................    $1,000        up to $4,000
streetTRACKS(SM) Morgan Stanley
  High Tech 35 Index Fund.......    $  500        up to $2,000
streetTRACKS(SM) Morgan Stanley
  Internet Index Fund...........    $  500        up to $2,000

Legal Restrictions on Transactions in Certain Stocks. An investor subject to a legal restriction with respect to a particular stock included in the Fund Securities applicable to the redemption of a Creation Unit may be paid an equivalent amount of cash.

DISTRIBUTIONS

Dividends and Capital Gains. As a Fund shareholder, you are entitled to your share of the Fund's income and net realized gains on its investments. Each Fund pays out substantially all of its net earnings to its shareholders as "distributions."

Each Fund typically earns income dividends from stocks and interest from debt securities. These amounts, net of expenses, are passed along to Fund shareholders as "income dividend distributions." Each Fund realizes capital gains or losses whenever it sells securities. Net long-term capital gains are distributed to shareholders as "capital gain distributions."

Income dividend distributions, if any, are distributed to shareholders quarterly. Net capital gains are distributed at least annually. Dividends may be declared and paid more frequently to improve Index tracking or to comply with the distribution requirements of the Internal Revenue Code.

Distributions in cash may be reinvested automatically in additional whole Shares only if the broker through which you purchased Shares makes such option available.

TAX MATTERS

As with any investment, you should consider how your Fund investment will be taxed. The tax information in this Prospectus is provided as general information. You should consult your own tax professional about the tax consequences of an investment in a Fund.

Unless your investment in a Fund is through a tax-exempt entity or taxed- deferred retirement account, such as a 401(k) plan, you need to be aware of the possible tax consequences when:

- The Fund makes distributions,

- You sell Shares listed on the Exchange, and

- You create or redeem Creation Units.

Taxes on Distributions. Each Fund will distribute any net investment income quarterly, and any net realized long-term or short-term capital gains annually. Each Fund may also pay a special distribution at the end of the calendar year to comply with federal tax requirements. In general, your distributions are subject to federal income tax when they are paid, whether you take them in cash or reinvest them in a Fund. Dividends paid out of a Fund's income and net short-term gains, if any, are taxable as ordinary income. Distributions of net long-term capital gains, if any, in excess of net short-term capital losses are taxable as long-term capital gains, regardless of how long you have held the Shares.

Distributions in excess of a Fund's current and accumulated earnings and profits are treated as a tax-free return of capital to the extent of your basis in the Shares, and as capital gain thereafter. A distribution will reduce a Fund's net asset value per Share and may be taxable to you as ordinary income or capital gain even though, from an investment standpoint, the distribution may constitute a return of capital.

If you are not a citizen of the United States, or if you are a foreign entity or if you are not a permanent resident of the United States, each Fund's ordinary income dividends (which include distributions of net short-term capital gains) will generally be subject to a 30% U.S. withholding tax, unless a lower treaty rate applies.

Dividends and interest received by each Fund may give rise to withholding and other taxes imposed by foreign countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes.

By law, your Fund must withhold 31% of your distributions and proceeds if you have not provided a taxpayer identification number or social security number.

Taxes on Exchange-Listed Share Sales. Currently, any capital gain or loss realized upon a sale of Shares is generally treated as long-term capital gain or loss if the Shares have been held for more than one year and as short-term capital gain or loss if the Shares have been held for one year or less.

Taxes on Creations and Redemptions of Creation Units. A person who exchanges equity securities for Creation Units generally will recognize a gain or loss. The gain or loss will be equal to the difference between the market value of the Creation Units at the time and the exchanger's aggregate basis in the securities surrendered and the Cash Component paid. A person who exchanges Creation Units for equity securities will generally recognize a gain or loss equal to the difference between the exchanger's basis in the Creation Units and the aggregate market value of the securities received and the Cash Redemption Amount. The Internal Revenue Service, however, may assert that a loss realized upon an exchange of securities for Creation Units cannot be deducted currently under the rules governing "wash sales," or on the basis that there has been no significant change in economic position. Persons exchanging securities should consult their own tax adviser with respect to whether wash sale rules apply and when a loss might be deductible.

Under current federal tax laws, any capital gain or loss realized upon a redemption of Creation Units is generally treated as long-term capital gain or loss if the Shares have been held for more than one year and as a short-term capital gain or loss if the Shares have been held for one year or less.

If you create or redeem Creation Units, you will be sent a confirmation statement showing how many Shares you purchased or sold and at what price.

The foregoing discussion summarizes some of the consequences under current federal tax law of an investment in a Fund. It is not a substitute for personal tax advice. Consult your personal tax adviser about the potential tax consequences of an investment in a Fund under all applicable tax laws.

GENERAL INFORMATION

The Trust was organized as a Massachusetts business trust on June 12, 1998. If shareholders are required to vote on any matters, you are entitled to

one vote for each dollar of net asset value you own. Annual meetings of shareholders will not be held except as required by the 1940 Act and other applicable law. See the Statement of Additional Information for more information concerning the Trust's form of organization.

For purposes of the 1940 Act, Shares of the Funds are issued by the respective Funds and the acquisition of Shares by investment companies is subject to the restrictions of section 12(d)(1) of the Act.

From time to time, Funds advertise yield and total return figures. Yield is an historical measure of dividend income, and total return is a measure of past dividend income (assuming that it has been reinvested) plus capital appreciation. Neither yield nor total return should be used to predict the future performance of a Fund. For a more detailed description of how each Fund computes its performance figures and how these numbers may be used in advertisements, please consult the Statement of Additional Information.

Mayer, Brown & Platt serve as counsel to the Trust, including each Fund. Ernst & Young, LLP serves as independent auditors and will audit each Fund's financial statements annually.

[This page intentionally left blank]

This Prospectus does not contain all the information included in the Registration Statement filed with the SEC with respect to each Fund's Shares. A Statement of Additional Information (dated September 25, 2000) and the annual and semi-annual reports to shareholders, each of which will be filed with the SEC, provide more information about each Fund. The Statement of Additional Information and the financial statements included in the Trust's most recent annual reports to shareholders are incorporated herein by reference (i.e., is legally part of this Prospectus). These materials may be obtained without charge by writing to the Distributor, State Street Capital Markets, LLC, 225 Franklin Street, Boston, Massachusetts 02110, or by calling the following number:

Investor Information: 1-866-787-2257

The Registration Statement, including this Prospectus, the Statement of Additional Information, and the exhibits as well as the reports may be reviewed and copied at the SEC's Public Reference Room (450 Fifth Street, N.W., Washington D.C. 20549) or on the EDGAR Database on the SEC's Web site (http://www.sec.gov). 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 to State Street Capital Markets, LLC, 225 Franklin Street, Boston, Massachusetts 02110.

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 TRUST OR ANY FUND. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE OF SHARES SHALL UNDER ANY CIRCUMSTANCE IMPLY THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE AFTER THE DATE OF THIS PROSPECTUS.

DEALERS EFFECTING TRANSACTIONS IN A FUND'S SHARES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, ARE GENERALLY REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO ANY OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS.

[STREETTRACKS LOGO]

PROSPECTUS

FORTUNE 500(R) INDEX FUND

FORTUNE E-50(TM) INDEX FUND

SEPTEMBER 25, 2000

streetTRACKS(SM) Series Trust is an "index fund" consisting of ten separate investment portfolios. This prospectus describes the FORTUNE 500(R) Index Fund and the FORTUNE e-50(TM) Index Fund (each a "Fund" and collectively the "Funds"). The investment objective of each Fund is to provide investment results that, before expenses, correspond generally to the total return of a particular index (each an "Index"). State Street Bank and Trust Company, through its State Street Global Advisors division, manages each Fund.

The shares of the FORTUNE 500(R) Index Fund (the "FORTUNE 500(R) Index Tracking Stock") and the FORTUNE e-50(TM) Index Fund (the "FORTUNE e-50(TM) Tracking Stock") will be listed on the American Stock Exchange (the "Exchange"). The shares of the Funds (the "Shares") trade on the Exchange 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 large specified number of Shares called a "Creation Unit," principally in-kind for securities included in the relevant Index. EXCEPT WHEN AGGREGATED IN CREATION UNITS, THE SHARES ARE NOT REDEEMABLE SECURITIES OF THE FUNDS.

TABLE OF CONTENTS

streetTRACKS(SM) Series Trust...............................     1
  Who Should Invest.........................................     1
  FORTUNE 500(R) Index Fund.................................     3
  FORTUNE e-50(TM) Index Fund...............................     8
Additional Investment Strategies and Risks..................    13
  Additional Investment Strategies..........................    13
  Additional Risks..........................................    13
Management..................................................    14
Index License...............................................    15
Determination of Net Asset Value............................    16
Buying and Selling the Funds................................    16
Creation and Redemption of Creation Units...................    16
Distributions...............................................    19
Tax Matters.................................................    20
General Information.........................................    22

STREETTRACKS(SM) SERIES TRUST

streetTRACKS(SM) Series Trust (the "Trust") is an "index fund" consisting of ten separate investment portfolios. The Funds offered by this Prospectus are:
FORTUNE 500(R) Index Fund and FORTUNE e-50(TM) Index Fund(1) (each a "Fund" and collectively the "Funds"). streetTRACKS(SM) Dow Jones U.S. Large Cap Value Index Fund, streetTRACKS(SM) Dow Jones U.S. Large Cap Growth Index Fund, streetTRACKS(SM) Dow Jones U.S. Small Cap Value Index Fund, streetTRACKS(SM) Dow Jones U.S. Small Cap Growth Index Fund, streetTRACKS(SM) Dow Jones Global Titans Index Fund, streetTRACKS(SM) Wilshire REIT Index Fund, streetTRACKS(SM) Morgan Stanley High Tech 35 Index Fund and streetTRACKS(SM) Morgan Stanley Internet Index Fund are offered in a separate prospectus.

The shares of the Funds (the "Shares") will be listed on the American Stock Exchange (the "Exchange"). The Shares trade on the Exchange 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 large specified number of Shares called a "Creation Unit," principally in-kind for securities included in the relevant Index. EXCEPT WHEN AGGREGATED IN CREATION UNITS, THE SHARES ARE NOT REDEEMABLE SECURITIES OF THE FUNDS.

WHO SHOULD INVEST

Each Fund is designed for investors who seek a relatively low-cost "passive" approach for investing in a portfolio of equity securities of companies in a specified Index. The Funds may be suitable for long-term investment in the market represented in the relevant Index. Shares of each Fund may also be used as an asset allocation tool or as a speculative trading instrument. Unlike many conventional mutual funds which are only bought and sold at closing net asset values, each Fund's Shares have been designed to be tradable in a secondary market on the Exchange on an intraday basis and to be created and redeemed principally in-kind in Creation Units at each day's next calculated net asset value. These arrangements are designed to protect

(1) FORTUNE 500(R) and FORTUNE e-50(TM) are trademarks of Time Inc. Used under license.

ongoing shareholders from adverse effects on the portfolio of a Fund that could arise from frequent cash creation and redemption transactions that affect the net asset value of such Fund. Moreover, in contrast to conventional mutual funds where redemptions can have an adverse tax impact on taxable shareholders because of the need to sell portfolio 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.

THE FORTUNE 500(R) INDEX FUND (SYMBOL: FFF)

This section describes The FORTUNE 500(R) Index Fund's investment objective, principal investment strategies, risks and expenses.

Investment Objective. The Fund's investment objective is to replicate as closely as possible, before expenses, the total return performance of the FORTUNE 500(R) Index. There is no assurance that the Fund will achieve its investment objective.

Principal Investment Strategies. The FORTUNE 500(R) Index Fund uses a passive management strategy designed to track the total return performance of the FORTUNE 500(R) Index. The FORTUNE 500(R) Index is a capitalization-weighted Index that tracks the price-only and total return performance of an investable subset of the annual FORTUNE 500(R) List of the largest companies in the U.S. ranked by revenues. As of June 19, 2000, the Index was comprised of 433 component companies representing 438 issues.

The Fund, using an "indexing" investment approach, attempts to replicate, before expenses, the total return performance of the FORTUNE 500(R) Index. The Adviser seeks a correlation of 0.95 or better between the Fund's performance and the total return performance of the Index; a figure of 1.00 would represent perfect correlation.

The Fund will normally invest at least 95% of its total assets in common stocks that comprise the Index.

- Stock values could decline generally or could underperform other investments.

- Returns on investments in stocks of large U.S. companies could trail the returns on investments in stocks of smaller companies.

Other investment considerations and risks.

FORTUNE 500(R) Index. The FORTUNE 500(R) Index is a capitalization- weighted Index that tracks the price-only and total return performance of an investable subset of the annual FORTUNE 500(R) List of largest companies in the U.S. ranked by revenues. The Index was first calculated by FORTUNE in December of 1999. At $11.4 trillion, the market capitalization of the Index represents 69.5% of the market valuation of shares listed on the New York Stock Exchange (NYSE), the American Stock Exchange (AMEX), and the Nasdaq National Market, combined.

Index policies and procedures are established by the FORTUNE Index Committee, from time to time, and address eligibility standards, stock selection, Index-calculation methodology, scheduling, and pre-announcement of Index adjustments, and the specific handling of Index adjustments in the context of various corporate actions.

The administration of the FORTUNE 500(R) Index includes dealing with stock additions, deletions, or corporate actions -- including stock splits, rights offerings, share issuances or repurchases, special cash dividends, stock dividends, spin-offs, and corporate mergers.

The FORTUNE 500(R) List, on which the FORTUNE 500(R) Index is predicated, is compiled each year by FORTUNE based on the latest financial data reported to a government agency through January 31 of the year in which the FORTUNE 500(R) List is compiled. Only domestic, U.S.-based companies that are not majority-owned by another company qualify for inclusion in the FORTUNE 500(R) List. The List is compiled on the basis of the following criteria:

1. Total operating revenue, determined on the basis of a company's latest fiscal year. Revenues are as reported, including revenues from discontinued operations when they are published (except when the divested company's revenues equal 50% or more of the surviving company's revenues on an annualized basis). The revenues for commercial banks and savings institutions are interest and non-interest revenues. Such figures for insurance companies include premium and annuity income, investment income, and capital gains or losses, but exclude deposits. Revenue figures for all companies include consolidated subsidiaries and exclude excise taxes.

2. Companies must file an Annual Report to Shareholders (Form 10-K). Private companies and cooperatives that produce a Form 10-K are included, while subsidiaries of foreign companies incorporated in the U.S. are excluded. Mutual insurance companies qualify, as their statutory reports are deemed equivalent to a Form 10-K.

The FORTUNE 500(R) Index consists of the subset of companies, and their publicly listed shares, that are selected from the FORTUNE 500(R) List on the basis of the following additional guidelines:

1. A company's stock must be traded on the NYSE, AMEX, or Nasdaq National Market.

2. A company's daily closing share price must be equal to or in excess of $5.00 during the period of 25 consecutive trading days preceding initial inclusion.

3. A company's shares must evidence a minimum average daily trading volume of 100,000 shares during the period of 25 consecutive trading days preceding initial inclusion.

4. A company's shares must have a minimum market capitalization equal to or in excess of $100 million at the time of inclusion.

Tracking stocks with separate listings are eligible for inclusion in the Index. As of June 19, 2000, five companies with tracking stocks were included (after applying the additional guidelines noted above) in the Index.

On the basis of price, trading volume, and market-value guidelines, 22 companies and 22 stocks that otherwise comprised the FORTUNE 500(R) List of companies as of June 19, 2000, were excluded from the FORTUNE 500(R) Index.

The FORTUNE Index Committee also reserves the authority to periodically modify any of these eligibility standards.

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold shares of the FORTUNE 500(R) Index Fund.(1)

SHAREHOLDER FEES
(fees paid directly from your investment, but see
  "Creation and Redemption of Creation Units" for a
  discussion of Creation and Redemption Transaction
  Fees).................................................  0.00%
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from the Fund's assets)(2)
  Management Fees.......................................  0.20%
  Other Expenses(3).....................................  0.00%
                                                          ----
TOTAL ANNUAL FUND OPERATING EXPENSES....................  0.20%
                                                          ====

(1) You will incur customary brokerage commissions when buying and selling shares of the Fund.

(2) Expressed as a percentage of average daily net assets.

(3) The Trust's Investment Advisory Agreement provides that the Adviser will pay the operating expenses of the Trust, except for the management fee, brokerage, taxes, interest, fees and expenses of the Independent Trustees (including any Trustee's counsel fees), litigation expenses and other extraordinary expenses.

EXAMPLE

The FORTUNE 500(R) Index Fund sells and redeems Shares in Creation Units principally on an in-kind basis for portfolio securities of the relevant Index.
SHARES IN LESS THAN CREATION UNIT AGGREGATIONS ARE NOT REDEEMABLE. An investor purchasing a Creation Unit on an in-kind basis would pay the following expenses on a $10,000 investment (payment with a deposit of securities included in the relevant Index), assuming a 5% annual return and that the Funds' operating expenses remain the same. INVESTORS SHOULD NOTE THAT THE PRESENTATION BELOW OF A $10,000 INVESTMENT IN A CREATION UNIT IS FOR ILLUSTRATION PURPOSES ONLY, AS SHARES WILL BE ISSUED BY THE FUNDS ONLY IN CREATION UNITS. FURTHER, THE RETURN OF 5% AND ESTIMATED EXPENSES ARE FOR ILLUSTRATION PURPOSES ONLY AND SHOULD NOT BE CONSIDERED INDICATIONS OF EXPECTED FUND EXPENSES OR PERFORMANCE, WHICH MAY BE GREATER OR LESSER THAN THE ESTIMATES.

YEAR                                                   EXPENSES
----                                                   --------
1....................................................    $21
3....................................................    $64

THE FORTUNE E-50(TM) INDEX FUND (SYMBOL: FEF)

This section describes the FORTUNE e-50(TM) Index Fund's goals, principal investment strategies, risks and expenses.

Investment Objective. The Fund's investment objective is to replicate as closely as possible, before expenses, the total return performance of the FORTUNE e-50(TM) Index. There is no assurance that the Fund will achieve its investment objective.

Principal Investment Strategies. The Fund uses a passive management strategy designed to track the total return performance of the FORTUNE e-50(TM) Index. The Index is a modified capitalization-weighted Index which includes 50 companies selected from the following subsectors: E-Companies, Internet Communications Companies, Internet Hardware Companies, and Internet Software and Services Companies.

The Fund, using an "indexing" investment approach, attempts to replicate, before expenses, the total return performance of the FORTUNE e-50(TM) Index. The Adviser seeks a correlation of 0.95 or better between the Fund's performance and the total return performance of the Index; a figure of 1.00 would represent perfect correlation.

The Fund will normally invest at least 95% of its total assets in common stocks that comprise the Index.

- Stock values could decline generally or could underperform other investments.

- The Fund will invest primarily in E-Companies, Internet Communications Companies, Internet Hardware Companies, and Internet Software and Services Companies. The value of such companies is particularly vulnerable to rapidly changing technology, extensive government regulation and relatively high risk of obsolescence caused by scientific and technological advances. The value of the Fund's shares may fluctuate more than shares of a fund investing in a broader range of industries.

Other investment considerations and risks.

The FORTUNE e-50(TM) Index. The FORTUNE e-50(TM) Index currently includes 50 companies selected from the following subsectors: E-Companies, Internet Communications Companies, Internet Hardware Companies, and Internet Software and Services Companies. These companies are listed on the

New York Stock Exchange (NYSE), the American Stock Exchange (AMEX) or the Nasdaq National Market. The Index was first calculated by FORTUNE in December of 1999.

The administration of the FORTUNE e-50(TM) Index includes dealing with stock additions, deletion, or corporate actions -- including stock splits, rights offerings, share issuances or repurchases, special cash dividends, stock dividends, spin-offs, and corporate mergers.

To be eligible for Index inclusion, a company must generate a minimum of 10% of its total revenues from Internet activities, broadly defined. The number of Index components and the identification of the four principal Internet subsectors, among other factors, may change over time, but no such change is currently anticipated.

Issuers must have principal operations in the U.S., and component stocks must be duly U.S.-registered or be subject to the ordinary reporting requirements of U.S.-registered securities. ADRs, foreign securities, and global shares are ordinarily ineligible for inclusion.

All Index components must be listed for trading on the NYSE, AMEX or the Nasdaq National Market. Generally, FORTUNE will only consider stocks for Index inclusion if they have a trading history of at least six months on one of these marketplaces. However, if the trading history of a stock is shorter than six months but no shorter than three months, FORTUNE may still determine to include the stock in the Index if it would otherwise meet the initial inclusion requirements. Index components must meet the following minimum price-level, trading-volume and market-value requirements. For initial inclusion in the Index, a stock must have had a minimum $5.00 daily closing price during the 25 days preceding initial inclusion, a minimum average daily trading volume of 100,000 shares during the 25 days preceding initial inclusion, and a minimum $100 million market value during the 25 days preceding initial inclusion.

Selections are made by the FORTUNE Index Committee. Generally, the FORTUNE Index Committee chooses those companies that it believes best represent the Internet economy, broadly defined. In making its selection decisions, the FORTUNE Index Committee considers the largest companies that operate in the Internet economy based on total revenues as reported in

recent 10-K/10-Q filings with the SEC. The FORTUNE Index Committee may also consider other factors, such as trading on the U.S. options markets.

Once included in the Index, a component stock will generally remain in the Index unless it falls below a price level of $5.00 per share, a daily trading volume of 100,000 shares, and/or a total market capitalization of $100 million for 25 consecutive trading days, in which case such stock will ordinarily be removed from the Index.

These stated eligibility requirements notwithstanding, the FORTUNE Index Committee reserves the authority to add one or more Index-eligible stocks at any time or to remove one or more component stocks at any time if it believes such stock(s) no longer provide(s) adequate representation of the Internet economy or no longer maintain(s) the quality and/or character of the Index. In the case of a stock removal, the FORTUNE Index Committee may choose to replace such stock with an Index-eligible stock at any time but is not required to do so.

The FORTUNE Index Committee also reserves the authority to periodically modify any of these eligibility standards to better represent the Internet economy as it evolves.

The FORTUNE Index Committee maintains a proprietary list of publicly traded companies determined to be operating in the Internet economy, broadly defined. This proprietary list serves as the basis for an information and trading market database, which is used for ongoing monitoring and screening purposes. Stocks in the database include current Index component stocks, otherwise-eligible non-Index stocks, and other stocks in the Internet economy that are not currently eligible for Index inclusion. From among the otherwise-eligible non-Index stocks, the FORTUNE Index Committee identifies the leading potential replacement stocks in each of the four principal Internet subsectors and assigns a priority ranking for the order in which such stocks would enter the Index as necessary.

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold shares of the FORTUNE e-50(TM) Index Fund.(1)

SHAREHOLDER FEES
(fees paid directly from your investment, but see
  "Creation and Redemption of Creation Units" for a
  discussion of Creation and Redemption Transaction
  Fees).................................................  0.00%
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from the Fund's assets)(2)
  Management Fees.......................................  0.20%
  Other Expenses(3).....................................  0.00%
                                                          ----
TOTAL ANNUAL FUND OPERATING EXPENSES....................  0.20%
                                                          ====

(1) You will incur customary brokerage commissions when buying and selling shares of the Fund.

(2) Expressed as a percentage of average daily net assets.

EXAMPLE

The FORTUNE e-50(TM) Index Fund sells and redeems Shares in Creation Units principally on an in-kind basis for portfolio securities of the relevant Index.
SHARES IN LESS THAN CREATION UNIT AGGREGATIONS ARE NOT REDEEMABLE. An investor purchasing a Creation Unit on an in-kind basis would pay the following expenses on a $10,000 investment (payment with a deposit of securities included in the relevant Index), assuming a 5% annual return and that the Funds' operating expenses remain the same. INVESTORS SHOULD NOTE THAT THE PRESENTATION BELOW OF A $10,000 INVESTMENT IN A CREATION UNIT IS FOR ILLUSTRATION PURPOSES ONLY, AS SHARES WILL BE ISSUED BY THE FUNDS ONLY IN CREATION UNITS. FURTHER, THE RETURN OF 5% AND ESTIMATED EXPENSES ARE FOR ILLUSTRATION PURPOSES ONLY AND SHOULD NOT BE CONSIDERED INDICATIONS OF EXPECTED FUND EXPENSES OR PERFORMANCE, WHICH MAY BE GREATER OR LESSER THAN THE ESTIMATES.

YEAR                                                  EXPENSES
----                                                  --------
1...................................................    $21
3...................................................    $64

ADDITIONAL INVESTMENT STRATEGIES AND RISKS

ADDITIONAL INVESTMENT STRATEGIES

Borrowing Money. Each Fund may borrow money from a bank up to a limit of 10% of the value of its assets, but only for temporary or emergency purposes.

ADDITIONAL RISKS

Adviser cannot predict whether Shares will trade below, at or above their net asset value. 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 to, but not identical to, the same forces influencing the prices of the stocks of the Index trading individually or in the aggregate at any point in time. However, given that Shares can be created and redeemed in Creation Units (unlike shares of many closed-end funds, which frequently trade at appreciable discounts from, and sometimes at premiums to, their net asset value), the Adviser believes that large discounts or premiums to the net asset value of Shares should not be sustained.

Lending of Securities. Although each Fund that lends its portfolio Securities will receive collateral in connection with all loans of its securities holdings, a Fund would be exposed to a risk of loss should a borrower default on its obligation to return the borrowed securities (e.g., the loaned securities may have appreciated beyond the value of the collateral held by the Fund). In addition, a Fund will bear the risk of loss of any cash collateral that it invests.

MANAGEMENT

FUND                                           MANAGEMENT FEE
----                                           --------------
FORTUNE 500(R) Index Fund....................       0.20%

FORTUNE e-50(TM) Index Fund..................       0.20%

From time to time, the Adviser may waive all or a portion of its fee. The Adviser pays all expenses of each Fund other than the management fee, brokerage, taxes, interest, fees and expenses of the Independent Trustees (including any Trustee's counsel fees), litigation expenses and other extraordinary expenses.

Administrator, Custodian and Transfer Agent. State Street is Administrator for each Fund, the Custodian for each Fund's assets and serves as Transfer Agent to each Fund.

INDEX LICENSE

FORTUNE Indices. Neither The FORTUNE 500(R) Index Fund nor The FORTUNE e-50(TM) Index Fund (the "FORTUNE Funds") nor the shares of the FORTUNE Funds are sponsored, endorsed, sold or promoted by FORTUNE. FORTUNE makes no representation or warranty, express or implied, to the owners of the FORTUNE Funds or any member of the public regarding the advisability of investing in securities generally or in the shares of each FORTUNE Fund particularly or the ability of the FORTUNE 500(R) Index and the FORTUNE e-50(TM) Index (collectively the "FORTUNE Stock Indices") to track general stock market performance. FORTUNE's only relationship to the Adviser is the licensing of certain trademarks of FORTUNE and the FORTUNE Stock Indices, which are determined compiled and calculated by FORTUNE without regard to the Adviser, the FORTUNE Funds or the FORTUNE Funds' shares. FORTUNE has no obligation to take the needs of the Adviser or the owners of the FORTUNE Funds into consideration in determining, compiling or calculating the FORTUNE Stock Indices. FORTUNE is not responsible for and has not participated in any determination or calculation made with respect to issuance, trading or redemption of the FORTUNE Funds' shares. FORTUNE has no obligation or liability in connection with the FORTUNE Funds or the FORTUNE Funds' shares including but not limited to, the creating, promoting, marketing, trading or managing of the FORTUNE Funds or the FORTUNE Funds' shares.

FORTUNE does not guarantee the accuracy and/or the completeness of the FORTUNE Stock Indices or any data included therein. FORTUNE makes no warranty, express or implied, as to results to be obtained by the Adviser, owners of the product, or any other person or entity from the use of the FORTUNE Stock Indices or any data included therein in connection with the rights licensed hereunder or for any other use. FORTUNE makes no express or implied warranties, and hereby expressly disclaims all warranties of merchantability or fitness for a particular purpose with respect to the FOR-

TUNE Stock Indices or any data included therein. Without limiting any of the foregoing, in no event shall FORTUNE have any liability for any damages, including but not limited to, special, punitive, indirect or consequential damages (including loss of profits), even if notified of the possibility of such damages.

DETERMINATION OF NET ASSET VALUE

Net asset value per Share for each Fund is computed by dividing the value of the net assets of such Fund (i.e., the value of its total assets less total liabilities) by its total number of Shares outstanding. Expenses and fees, including the management fee, are accrued daily and taken into account for purposes of determining net asset value. The net asset value of each Fund is calculated by the Custodian and determined each business day at the close of regular trading of the New York Stock Exchange ("NYSE") (ordinarily 4:00 p.m. New York time).

BUYING AND SELLING THE FUNDS

CREATION AND REDEMPTION OF CREATION UNITS

Creation. In order to create (i.e., purchase) Creation Units of a Fund, an investor must generally deposit a designated portfolio of equity securities constituting a substantial replication, or a representation, of the stocks included in the relevant Fund's Index (the "Deposit Securities") and generally

make a small cash payment referred to as the "Cash Component." The list of the names and the number of shares of the Deposit Securities is made available by the Custodian through the facilities of the NSCC immediately prior to the opening of business on the Exchange. The Cash Component represents the difference between the net asset value of a Creation Unit and the market value of the Deposit Securities.

A fixed transaction fee, described below, is applicable to each creation transaction regardless of the number of Creation Units created in the transaction. An additional charge of up to three (3) times the fixed transaction fee may be imposed with respect to transactions effected outside the Clearing Process (through a DTC Participant) and in the limited circumstances specified in the Statement of Additional Information in which any cash can be used in lieu of Deposit Securities to create Creation Units.

                                                  OUTSIDE THE
                                  TRANSACTION      CLEARING
              FUND                    FEE           PROCESS
              ----                -----------    -------------
FORTUNE 500(R) Index Fund.......    $2,000        up to $8,000

FORTUNE e-50(TM) Index Fund.....      $500        up to $2,000

Redemption. Shares may be redeemed only in Creation Units at their net asset value and only on a day the NYSE is open for business. The Custodian makes available immediately prior to the opening of business on the Exchange, through the facilities of the NSCC, the list of the names and the number of Shares of each Fund's portfolio securities that will be applicable that day to redemption requests in proper form ("Fund Securities"). Fund Securities received on redemption may not be identical to Deposit Securities which are applicable to creations of Creation Units. Unless cash redemptions are available or specified for a particular Fund, the redemption proceeds consist of the Fund Securities, plus cash in an amount equal to the difference between the net asset value of the Shares being redeemed as next determined after receipt by the Transfer Agent of a redemption request in proper form, and the value of the Fund Securities (the "Cash Redemption Amount"), less the applicable redemption fee. Should the Fund Securities have a value greater than the net asset value of the Shares, a compensating cash payment to the Trust equal to the differential will be required to be arranged for by or on behalf of the redeeming shareholder by the Participating Party or DTC Participant, as the case may be. For more detail, see "CREATION AND REDEMPTION OF CREATION UNITS" in the Statement of Additional Information.

Clearing Process). An order to redeem through the Clearing Process is deemed received on the date of transmittal if such order is received by the Transfer Agent prior to the Closing Time on the date of transmittal and all other procedures set forth in the Participant Agreement are properly followed. An order to redeem outside the Clearing Process is considered received by the Transfer Agent on the date of transmittal if: (i) such order is received by the Transfer Agent no later than the close of regular trading on the NYSE (ordinarily 4:00 p.m. New York time) on the transmittal date; (ii) such order is accompanied or proceeded by the requisite number of Shares specified in the order, which delivery must be made through DTC to the Custodian no later than 11:00 a.m., New York time, on the next business day after the transmittal date; and (iii) all other procedures set forth in the Participant Agreement are followed.

                                                  OUTSIDE THE
                                  TRANSACTION      CLEARING
FUND                                  FEE           PROCESS
----                              -----------    -------------
FORTUNE 500(R) Index Fund.......    $2,000        up to $8,000

FORTUNE e-50(TM) Index Fund.....      $500        up to $2,000

DISTRIBUTIONS

gains or losses whenever it sells securities. Net long-term capital gains are distributed to shareholders as "capital gain distributions."

Distributions in cash may be reinvested automatically in additional whole Shares only if the broker through which you purchased Shares makes such option available.

TAX MATTERS

Unless your investment in a Fund is through a tax-exempt entity or taxed- deferred retirement account, such as a 401(k) plan, you need to be aware of the possible tax consequences when:

- The Fund makes distributions,

- You sell Shares listed on the Exchange, and

- You create or redeem Creation Units.

By law, your Fund must withhold 31% of your distributions and proceeds if you have not provided a taxpayer identification number or social security number.

If you create or redeem Creation Units, you will be sent a confirmation statement showing how many Shares you purchased or sold and at what price.

The foregoing discussion summarizes some of the consequences under current federal tax law of an investment in a Fund. It is not a substitute for

personal tax advice. Consult your personal tax adviser about the potential tax consequences of an investment in a Fund under all applicable tax laws.

GENERAL INFORMATION

The Trust was organized as a Massachusetts business trust on June 12, 1998. If shareholders are required to vote on any matters, you are entitled to one vote for each dollar of net asset value you own. Annual meetings of shareholders will not be held except as required by the 1940 Act and other applicable law. See the Statement of Additional Information for more information concerning the Trust's form of organization.

Mayer, Brown & Platt serve as counsel to the Trust, including each Fund. Ernst & Young, LLP serves as independent auditors and will audit each Fund's financial statements annually.

[This page intentionally left blank]

This Prospectus does not contain all the information included in the Registration Statement filed with the SEC with respect to each Fund's Shares. A Statement of Additional Information (dated September 25, 2000) and the annual and semi-annual reports to shareholders, each of which will be filed with the SEC, provide more information about each Fund. The Statement of Additional Information and the financial statements included in the Trust's most recent annual reports to shareholders are incorporated herein by reference (i.e., is legally part of this Prospectus). These materials may be obtained without charge by writing to the Distributor, State Street Capital Markets, LLC at 225 Franklin Street, Boston, Massachusetts 02110:

Investor Information: 1-866-787-2257

Shareholder inquiries may be directed to the Funds in writing to State Street Capital Markets, LLC at 225 Franklin Street, Boston, Massachusetts 02110.

STREETTRACKS(SM) SERIES TRUST

STATEMENT OF ADDITIONAL INFORMATION

DATED September 25, 2000

This Statement of Additional Information is not a Prospectus. It should be read in conjunction with the Prospectus dated September 25, 2000 (the "Prospectus") for the streetTRACKS(SM) Series Trust (the "Trust"), as it may be revised from time to time. Capitalized terms used herein that are not defined have the same meaning as in the Prospectus, unless otherwise noted. A copy of the Prospectus for the Trust may be obtained without charge by writing to the Trust's Distributor, State Street Capital Markets, LLC at 225 Franklin Street, Boston, Massachusetts 02110.

TABLE OF CONTENTS

General Description of the Trust........................................
Investment Policies and Restrictions....................................
Special Considerations and Risks........................................
Exchange Listing and Trading............................................
Management of the Trust.................................................
Brokerage Transactions..................................................
Book Entry Only System..................................................
Creation and Redemption of Creation Units...............................
Determination of Net Asset Value........................................
Dividends and Distributions.............................................
Taxes...................................................................
Capital Stock and Shareholder Reports...................................
Performance and Other Information.......................................
Counsel and Independent Auditors........................................
Report of Independent Auditors..........................................
Exhibit A

GENERAL DESCRIPTION OF THE TRUST

The Trust is an open-end management investment company. The Trust currently consists of ten investment series (each a "Fund" and collectively the "Funds"). The Trust was organized as a Massachusetts business trust on June 12, 1998. The shares of each Fund are referred to herein as "Shares." The Funds offered by the Trust are: the streetTRACKS(SM) Dow Jones U.S. Large Cap Value Index Fund, the streetTRACKS(SM) Dow Jones U.S. Large Cap Growth Index Fund, the streetTRACKS(SM) Dow Jones U.S. Small Cap Value Index Fund, the streetTRACKS(SM) Dow Jones U.S. Small Cap Growth Index Fund, the streetTRACKS(SM) Dow Jones Global Titans Fund, the streetTRACKS(SM) Wilshire REIT Index Fund, the streetTRACKS(SM) Morgan Stanley High-Tech 35 Index Fund, streetTRACKS(SM) Morgan Stanley Internet Index Fund, FORTUNE 500(R) Index Fund and FORTUNE e-50(TM) Index Fund.

Each Fund offers and issues Shares at their net asset value only in aggregations of a specified number of Shares (each, a "Creation Unit") generally in exchange for a basket of equity securities included in its Index ("Deposit Securities") together with the deposit of a specified cash payment ("Cash Component"). The Shares have been approved for listing and secondary trading on the American Stock Exchange (the "Exchange"), subject to notice of issuance. The Shares will trade on the Exchange at market prices. These prices may differ from the Shares' net asset values. The Shares are also redeemable only in Creation Unit aggregations, and generally in exchange for portfolio securities and a specified cash payment. A Creation Unit of each Fund consists of 50,000 Shares.

The Trust reserves the right to offer a "cash" option for creations and redemptions of Shares (subject to applicable legal requirements) although it has no current intention of doing so. Shares may be issued in advance of receipt of Deposit Securities subject to various conditions including a requirement to maintain on deposit with the Trust cash at least equal to 115% of the market value of the missing Deposit Securities. See "CREATION AND REDEMPTION OF CREATION UNITS." In each instance of such cash creations or redemptions, the Trust may impose transaction fees that will be higher than the transaction fees associated with in-kind creations or redemptions. In all cases, such fees will be limited in accordance with the requirements of the Securities and Exchange Commission (the "SEC") applicable to management investment companies offering redeemable securities.

INVESTMENT POLICIES AND RESTRICTIONS

LENDING PORTFOLIO SECURITIES

Each Fund may lend portfolio securities to brokers, dealers and other financial institutions needing to borrow securities to complete transactions and for other purposes. Because the U.S. government securities or other assets that are pledged as collateral to each Fund in connection with these loans generate income, securities lending may enable a Fund to earn additional income that may partially offset the expenses of such Fund, and thereby reduce the effect that expenses have on such Fund's ability to provide investment results that substantially correspond to the price and yield performance of its respective Index.

Loans of portfolio securities may not exceed 33% of a Fund's total assets. The documentation for these loans provides that a Fund will receive collateral equal to at least 100% of the current market value of the loaned securities, as marked to market each day that the net asset value of the Fund is determined. Each Fund will pay reasonable administrative and custodial fees in connection with the loan of securities and invests collateral in money market instruments or funds which invest exclusively in money market instruments.

Each Fund will comply with the conditions for lending established by the SEC. Although each Fund will receive collateral in connection with all loans of portfolio securities, and such collateral will be marked to market, each Fund will be exposed to the risk of loss should a borrower default on its obligation to return the borrowed securities (e.g., the loaned securities may have appreciated beyond the value of the collateral held by the Fund). In addition, each Fund bears the risk of loss of any cash collateral that it invests in money market instruments.

REPURCHASE AGREEMENTS

Each Fund may invest in repurchase agreements with commercial banks, brokers or dealers to generate income from its excess cash balances and to invest securities lending cash collateral. A repurchase agreement is an agreement under which a Fund acquires a money market instrument (generally a security issued by the U.S. Government or an agency thereof, a banker's acceptance or a certificate of deposit) from a seller, subject to resale to the seller at an agreed upon price and date (normally, the next business day). A repurchase agreement may be considered a loan collateralized by securities. The resale price reflects an agreed upon interest rate effective for the period the instrument is held by a Fund and is unrelated to the interest rate on the underlying instrument.

In these repurchase agreement transactions, the securities acquired by a Fund (including accrued interest earned thereon) must have a total value in excess of the value of the repurchase agreement and are held by the Custodian until repurchased. No more than an aggregate of 15% of each Fund's net assets will be invested in illiquid securities, including repurchase agreements having maturities longer than seven days and securities

subject to legal or contractual restrictions on resale, or for which there are no readily available market quotations.

The use of repurchase agreements involves certain risks. For example, if the other party to the agreement defaults on its obligation to repurchase the underlying security at a time when the value of the security has declined, a Fund may incur a loss upon disposition of the security. If the other party to the agreement becomes insolvent and subject to liquidation or reorganization under the U.S. Bankruptcy Code or other laws, a court may determine that the underlying security is collateral for a loan by a Fund not within the control of the Fund and, therefore, the Fund may not be able to substantiate its interest in the underlying security and may be deemed an unsecured creditor of the other party to the agreement.

OTHER MONEY MARKET INSTRUMENTS

In addition to repurchase agreements, other money market instruments in which the Funds may invest are certificates of deposit of U.S. domestic banks with assets of $1 billion or more, bankers' acceptances, time deposits, U.S. Government and U.S. Government agency securities, or commercial paper rated within the two highest grades by S&P or Moody's Investors Service, Inc., or, if not rated, are of comparable quality as determined by the Adviser, and which mature within one year from the date of purchase, and investment companies which invest exclusively in such money market instruments (subject to applicable limitations under Section 12(d)(1) of the Investment Company Act of 1940, as amended ("1940 Act").

FUTURES CONTRACTS, OPTIONS AND SWAP AGREEMENTS

Each Fund may utilize exchange-traded futures and options contracts and swap agreements.

FUTURES CONTRACTS AND OPTIONS

Futures contracts generally provide for the future sale by one party and purchase by another party of a specified commodity at a specified future time and at a specified price. Stock index futures contracts are settled daily with a payment by one party to the other of a cash amount based on the difference between the level of the stock index specified in the contract from one day to the next. Futures contracts are standardized as to maturity date and underlying instrument and are traded on futures exchanges.

Futures traders are required to make a good faith margin deposit in cash or U.S. government securities with a broker or custodian to initiate and maintain open positions in futures contracts. A margin deposit is intended to assure completion of the contract (delivery or acceptance of the underlying commodity or payment of the cash settlement amount) if it is not terminated prior to the specified delivery date. Brokers may establish deposit requirements which are higher than the exchange minimums. Futures contracts

are customarily purchased and sold on margin deposits which may range upward from less than 5% of the value of the contract being traded.

After a futures contract position is opened, the value of the contract is marked to market daily. If the futures contract price changes to the extent that the margin on deposit does not satisfy margin requirements, payment of additional "variation" margin will be required. Conversely, change in the contract value may reduce the required margin, resulting in a repayment of excess margin to the contract holder. Variation margin payments are made to and from the futures broker for as long as the contract remains open. In such case, a Fund would expect to earn interest income on its margin deposits. Closing out an open futures position is done by taking an opposite position ("buying" a contract which has previously been "sold," or "selling" a contract previously "purchased") in an identical contract to terminate the position. Brokerage commissions are incurred when a futures contract position is opened or closed.

Each Fund may use exchange-traded futures and options, together with positions in cash and money market instruments, to simulate full investment in the underlying Index. Exchange-traded futures and options contracts are not currently available for all of the Indexes. Under such circumstances, the Adviser may seek to utilize other instruments that it believes to be correlated to the underlying Index components or a subset of the components. The Exchange currently anticipates that options on the Shares will be listed on the Exchange at the same time that the Shares are available for trading although there is no assurance in this regard.

RESTRICTIONS ON THE USE OF FUTURES AND OPTIONS

A Fund would not enter into futures contract transactions for purposes other than hedging to the extent that, immediately thereafter, the sum of its initial margin deposits on open contracts exceeds 5% of the market value of a Fund's total assets after taking into account unrealized gains and unrealized losses on such contracts it has entered into. Each Fund would take steps to prevent its futures positions from "leveraging" its securities holdings. When it has a long futures position, it will maintain with its custodian bank, cash or liquid securities having a value equal to the notional value of the contract (less any margin deposited in connection with the position). When it has a short futures position, it will maintain with its custodian bank assets substantially identical to those underlying the contract or cash and liquid securities (or a combination of the foregoing) having a value equal to the net obligation of the Fund under the contract (less the value of any margin deposits in connection with the position).

SWAP AGREEMENTS

Swap agreements are contracts between parties in which one party agrees to make payments to the other party based on the change in market value or level of a specified rate, index or asset. In return, the other party agrees to make payments to the first party based on the return of a different specified rate, index or asset. Swap agreements will usually be done on a net basis, i.e., where the two parties make net payments with the

Fund receiving or paying, as the case may be, only the net amount of the two payments. The net amount of the excess, if any, of a Fund's obligations over its entitlements with respect to each swap is accrued on a daily basis and an amount of cash or high liquid securities having an aggregate value at least equal to the accrued excess is maintained in an account at the Trust's custodian bank.

INVESTMENT RESTRICTIONS

The Trust has adopted the following investment restrictions as fundamental policies with respect to each Fund. These restrictions cannot be changed with respect to a Fund without the approval of the holders of a majority of such Fund's outstanding voting securities. For purposes of the 1940 Act, a majority of the outstanding voting securities of a Fund means the vote, at an annual or a special meeting of the security holders of the Trust, of the lesser of (1) 67% or more of the voting securities of the Fund present at such meeting, if the holders of more than 50% of the outstanding voting securities of such Fund are present or represented by proxy, or (2) more than 50% of the outstanding voting securities of the Fund. Except with the approval of a majority of the outstanding voting securities, a Fund may not:

1. Lend any funds or other assets except through the purchase of all or a portion of an issue of securities or obligations of the type in which it is permitted to invest (including participation interests in such securities or obligations) and except that a Fund may lend its portfolio securities in an amount not to exceed 33% of the value of its total assets;

2. Issue senior securities or borrow money, except borrowings from banks for temporary or emergency purposes in an amount up to 10% of the value of the Fund's total assets (including the amount borrowed), valued at market, less liabilities (not including the amount borrowed) valued at the time the borrowing is made, and the Fund will not purchase securities while borrowings in excess of 5% of the Fund's total assets are outstanding, provided, that for purposes of this restriction, short-term credits necessary for the clearance of transactions are not considered borrowings (this limitation on purchases does not apply to acceptance by the Fund of a deposit principally of securities included in the relevant Index for creation of Creation Units);

3. Pledge, hypothecate, mortgage or otherwise encumber its assets, except to secure permitted borrowings. (The deposit of underlying securities and other assets in escrow and collateral arrangements with respect to initial or variation margin for futures contracts or options contracts will not be deemed to be pledges of the Fund's assets);

4. Purchase, hold or deal in real estate, or oil, gas or mineral interests or leases, but a Fund may purchase and sell securities that are issued by companies that invest or deal in such assets;

5. Act as an underwriter of securities of other issuers, except to the extent the Fund may be deemed an underwriter in connection with the sale of securities in its portfolio;

6. Purchase securities on margin, except for such short-term credits as are necessary for the clearance of transactions, except that a Fund may make margin deposits in connection with transactions in options, futures and options on futures;

7. Sell securities short;

8. Invest in commodities or commodity contracts, except that a Fund may transact in exchange traded futures contracts on securities, stock indexes and options on such futures contracts and make margin deposits in connection with such contracts; or

9. Change its investment objective.

In addition to the investment restrictions adopted as fundamental policies as set forth above, each Fund observes the following restrictions, which may be changed by the Board of Trustees without a shareholder vote. A Fund will not:

1. Invest in the securities of a company for the purpose of exercising management or control, or in any event purchase and hold more than 10% of the securities of a single issuer, provided that the Trust may vote the investment securities owned by each Fund in accordance with its views; or

2. Hold illiquid assets in excess of 15% of its net assets. An illiquid asset is any asset which may not be sold or disposed of in the ordinary course of business within seven days at approximately the value at which the Fund has valued the investment.

If a percentage limitation is adhered to at the time of investment or contract, a later increase or decrease in percentage resulting from any change in value or total or net assets will not result in a violation of such restriction, except that the percentage limitations with respect to the borrowing of money and illiquid securities will be observed continuously.

SPECIAL CONSIDERATIONS AND RISKS

A discussion of the risks associated with an investment in a Fund is contained in the Prospectus under the heading "INVESTMENT CONSIDERATIONS AND RISKS." The discussion below supplements, and should be read in conjunction with, such section of the Prospectus.

GENERAL

Investment in a Fund should be made with an understanding that the value of a Fund's portfolio securities may fluctuate in accordance with changes in the financial condition of the issuers of the portfolio securities, the value of common stocks generally and other factors.

An investment in a Fund should also 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 portfolio securities and thus in the value of Shares). Common stocks 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 and 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.

Holders of common stocks incur more risk than holders of preferred stocks and debt obligations because common stockholders, as owners of the issuer, have generally inferior rights to receive payments from the issuer in comparison with the rights of creditors of, or holders of debt obligations or preferred stocks issued by, the issuer. Further, unlike debt securities which typically have a stated principal amount payable at maturity (whose value, however, will be subject to market fluctuations prior thereto), or preferred stocks which typically have a liquidation preference and which may have stated optional or mandatory redemption provisions, common stocks have neither a fixed principal amount nor a maturity. Common stock values are subject to market fluctuations as long as the common stock remains outstanding.

Although most of the securities in the Indexes are listed on a national securities exchange, the principal trading market for some may be in the over-the-counter market. The existence of a liquid trading market for certain securities may depend on whether dealers will make a market in such securities. There can be no assurance that a market will be made or maintained or that any such market will be or remain liquid. The price at which securities may be sold and the value of a Fund's Shares will be adversely affected if trading markets for a Fund's portfolio securities are limited or absent or if bid/ask spreads are wide.

FUTURES AND OPTIONS TRANSACTIONS

Positions in futures contracts and options may be closed out only on an exchange which provides a secondary market therefor. However, there can be no assurance that a liquid secondary market will exist for any particular futures contract or option at any specific time. Thus, it may not be possible to close a futures or options position. In the event of adverse price movements, a Fund would continue to be required to make daily cash payments to maintain its required margin. In such situations, if a Fund has insufficient cash, it may have to sell portfolio securities to meet daily margin requirements at a time when it may be disadvantageous to do so. In addition, a Fund may be required to make delivery of the instruments underlying futures contracts it has sold.

A Fund will minimize the risk that it will be unable to close out a futures or options contract by only entering into futures and options for which there appears to be a liquid secondary market.

The risk of loss in trading futures contracts or uncovered call options in some strategies (e.g., selling uncovered stock index futures contracts) is potentially unlimited. The Funds do not plan to use futures and options contracts, when available, in this way. The risk of a futures position may still be large as traditionally measured due to the low margin deposits required. In many cases, a relatively small price movement in a futures contract may result in immediate and substantial loss or gain to the investor relative to the size of a required margin deposit. The Funds, however, intend to utilize futures and options contracts in a manner designed to limit their risk exposure to that which is comparable to what they would have incurred through direct investment in stocks.

Utilization of futures transactions by a Fund involves the risk of imperfect or even negative correlation to the benchmark Index if the index underlying the futures contracts differs from the benchmark Index. There is also the risk of loss by a Fund of margin deposits in the event of bankruptcy of a broker with whom a Fund has an open position in the futures contract or option.

Certain financial futures exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day. The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous day's settlement price at the end of a trading session. Once the daily limit has been reached in a particular type of contract, no trades may be made on that day at a price beyond that limit. The daily limit governs only price movement during a particular trading day and therefore does not limit potential losses, because the limit may prevent the liquidation of unfavorable positions. Futures contract prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and subjecting some futures traders to substantial losses.

RISKS OF SWAP AGREEMENTS

Swap agreements are subject to the risk that the swap counterparty will default on its obligations. If such a default occurs, a Fund will have contractual remedies pursuant to the agreements related to the transaction, but such remedies may be subject to bankruptcy and insolvency laws which could affect such Fund's rights as a creditor.

CONTINUOUS OFFERING

The method by which Creation Units of Shares are created and traded may raise certain issues under applicable securities laws. Because new Creation Units of Shares are issued and sold by the Trust on an ongoing basis, at any point a "distribution," as such term is used in the Securities Act of 1933 (the "Securities Act"), may occur. Broker-dealers and other persons are cautioned that some activities on their part may, depending on the circumstances, 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 Securities Act.

For example, a broker-dealer firm or its client may be deemed a statutory underwriter if it takes Creation Units after placing an order with the Distributor, breaks them down into constituent Shares, and sells such Shares directly to 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 for purposes of the Securities Act 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 a categorization as an underwriter.

Broker-dealer firms should also note that dealers who are not "underwriters" but are effecting transactions in Shares, whether or not participating in the distribution of Shares, are generally required to deliver a prospectus. This is because the prospectus delivery exemption in Section 4(3) of the Securities Act is not available in respect of such transactions as a result of Section 24(d) of the 1940 Act. Firms that incur a prospectus-delivery obligation with respect to Shares of a Fund are reminded that under Securities Act Rule 153, a prospectus-delivery obligation under Section 5(b)(2) of the Securities Act owed to an exchange member in connection with a sale on the Exchange is satisfied by the fact that such Fund's prospectus is available at the Exchange upon request. The prospectus delivery mechanism provided in Rule 153 is only available with respect to transactions on an exchange.

EXCHANGE LISTING AND TRADING

A discussion of exchange listing and trading matters associated with an investment in the Funds is contained in the Prospectus under the "DETERMINATION OF NET ASSET VALUE" and "BUYING AND SELLING THE FUNDS." The discussion below supplements, and should be read in conjunction with, such sections of the Prospectus.

The Shares of each Fund are approved for listing and trading on the Exchange, subject to notice of issuance. The Shares trade on the Exchange at prices that may differ to some degree from their net asset value. There can be no assurance that the requirements of the Exchange necessary to maintain the listing of Shares of any Fund will continue to be met.

The Exchange may, but is not required to, remove the Shares of a Fund from listing if (1) following the initial twelve-month period beginning upon the commencement of trading of a Fund, there are fewer than 50 beneficial holders of the Shares for 30 or more consecutive trading days; (2) the value of the underlying Index or portfolio of securities on which such Fund is based is no longer calculated or available; or (3) such other event shall occur or condition exists that, in the opinion of the Exchange, makes further dealings on the Exchange inadvisable. In addition, the Exchange will remove the Shares from listing and trading upon termination of the Trust or a Fund.

As in the case of other stocks traded on the Exchange, brokers' commissions on transactions will be based on negotiated commission rates at customary levels.

MANAGEMENT OF THE TRUST

The following information supplements and should be read in conjunction with the section in the Prospectus entitled "MANAGEMENT."

TRUSTEES AND OFFICERS OF THE TRUST

The Board has responsibility for the overall management and operations of the Trust, including general supervision of the duties performed by the Adviser and other service providers. The Board currently consists of five Trustees, two of whom are "interested persons" (as defined in the 1940 Act) of the Trust.

TRUSTEES AND OFFICERS

------------------------------------------------------------------------------------------------------------------------------
NAME/ADDRESS/AGE                          POSITION WITH THE TRUST    PRINCIPAL OCCUPATIONS
                                                                     DURING THE PAST FIVE YEARS
------------------------------------------------------------------------------------------------------------------------------
TIMOTHY B. HARBERT                        Trustee (Chairman)         President of State Street Global Advisors (1990-present);
State Street Global Advisors                                         Executive Vice President of State Street Corporation
2 International Place                                                (1996-present);  Member, Executive Operating
Boston, Massachusetts 02110                                          Group of State Street Corporation (1995-present).
Age: 49
---------------------------------------------------------------------------------------------------------------------------
DAVID M. KELLY                            Trustee                    President and Chief Executive Officer,
4 Jodi Lane                                                          NSCC (1980 - February 2000).
Chatham, NJ 07928
Age: 61
---------------------------------------------------------------------------------------------------------------------------
NICHOLAS A. LOPARDO                       Trustee                    Chairman and Chief Executive Officer, State Street
State Street Global Advisors                                         Global Advisors (1990-present); Vice Chairman,
2 International Place                                                State Street Corporation (1998 - present);
Boston, Massachusetts 02110                                          Chairman, Advisory Board at the Weis School of
Age: 53                                                              Business at Susquehanna University (1991 -
                                                                     present); Chairman, the Landmark School (1994 -
                                                                     present); Board Member, Boston Stock
                                                                     Exchange (1992 - present); Board Member,
                                                                     Whitehead Institute for Biomedical Research
                                                                     (1995 present). Board Member, CitiStreet LLC
                                                                     (2000- present); Board Member, American
                                                                     Bankers Association Investment & Trust
                                                                     Services Advisory Board (1998 - present);
                                                                     Board Member, Boston Partners in

---------------------------------------------------------------------------------------------------------------------------
NAME/ADDRESS/AGE                          POSITION WITH THE TRUST    PRINCIPAL OCCUPATIONS
                                                                     DURING THE PAST FIVE YEARS
---------------------------------------------------------------------------------------------------------------------------
                                                                     Education (1998 - present); Board Member,
                                                                     the Hockey Humanitarian Foundation (1992
                                                                     present); Advisory Board Member, the
                                                                     Salvation Army (1998 - present) Director,
                                                                     the Team Harmony Foundation (1997 - present); Board
                                                                     Member, the Massachusetts Sports Partnership,
                                                                     Inc. (1999 present).
---------------------------------------------------------------------------------------------------------------------------
FRANK NESVET                              Trustee                    Chief Executive Officer, Libra Group, Inc.
63 Eliot Hill Road                                                   (1998-present); Managing Director, Senior Vice
Natick, Massachusetts 01760                                          President and Fund Treasurer, New England Funds
Age:  57                                                             (1993-1998).
---------------------------------------------------------------------------------------------------------------------------
HELEN F. PETERS                           Trustee                    Dean, Carroll School of Management, Boston College
133 South Street                                                     (August 2000 - Present);
Needham, Massachusetts 02492                                         Partner, Samuelson Peters, LLC (1999-present);
Age:  52                                                             Director of Global Bond Group, Scudder Kemper
                                                                     Investments (1998-1999);
                                                                     Chief Investment Officer, Colonial Management
                                                                     (1991-1998).
---------------------------------------------------------------------------------------------------------------------------
AGUSTIN J. FLEITES                        President                  Principal, State Street Global Advisors
State Street Global Advisors                                         (1987-present); Member SSgA Investment Committee
2 International Place                                                (1994-present).
Boston, Massachusetts 02110
Age:  34
---------------------------------------------------------------------------------------------------------------------------
JAMES E. ROSS                             Vice President             Principal, State Street Global Advisors (March
State Street Global Advisors                                         2000 to present); Vice President, State Street
2 International Place                                                Bank and Trust Company (June 1998-March 2000);
Boston, Massachusetts 02110                                          Assistant Vice President, State Street Bank and
Age:  35                                                             Trust Company (June 1996-June 1998), Assistant
                                                                     Secretary, State Street Bank and Trust Company
                                                                     (May 1995-June 1996).
---------------------------------------------------------------------------------------------------------------------------
KATHLEEN C. CUOCOLO                       Treasurer                  Executive Vice President, State Street Bank & Trust
State Street Bank and Trust Company                                  Company (March 2000 - Present); Senior Vice President
2 Avenue de Lafayette                                                (1995 - March 2000); Executive Operating Group
Boston, Massachusetts 02111                                          (1999 - Present); CPA in Massachusetts.
Age:  48
---------------------------------------------------------------------------------------------------------------------------
DONALD A. GIGNAC                          Assistant Treasurer        Vice President, State Street Bank and Trust
State Street Bank and Trust Company                                  Company (1993-present).
2 Avenue de Lafayette
Boston, Massachusetts 02111
Age:  35
---------------------------------------------------------------------------------------------------------------------------
GEORGE O. MARTINEZ                        Secretary
State Street Bank and Trust
---------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------
NAME/ADDRESS/AGE                          POSITION WITH THE TRUST    PRINCIPAL OCCUPATIONS
                                                                     DURING THE PAST FIVE YEARS
------------------------------------------------------------------------------------------------------------------------------
Company                                                              Senior Vice President and Senior Managing Counsel, State
2 Avenue de Lafayette                                                Street Bank and Trust Company (July 2000 - present);
Boston, Massachusetts 02111                                          National Director, Investment Management Consulting
Age:  41                                                             Group, Arthur Anderson LLP (1998 - 2000); Senior Vice
                                                                     President & Director of Administration of Regulatory
                                                                     Services BYSIS Fund Services, Inc. 1995 - 1998.
------------------------------------------------------------------------------------------------------------------------------
MICHAEL E. GILLESPIE                      Assistant Secretary        Vice President and Associate Counsel, State Street
State Street Bank and Trust Company                                  Bank and Trust (1998-present); Senior Counsel and
2 Avenue de Lafayette                                                Director of Compliance, The Pioneer Group
Boston, Massachusetts 02111                                          (1985-1998).
Age:  42
------------------------------------------------------------------------------------------------------------------------------

REMUNERATION OF TRUSTEES AND OFFICERS

The Trust pays each Trustee an annual fee of $12,000 plus $2,000 for each meeting of the Board of Trustees attended in person for the first twelve months of operations and then $4,500 per in person meeting attended thereafter. A Trustee will receive $500 for each meeting attended via telephone or video conference. The Trust also reimburses each Trustee for travel and other out-of-pocket expenses incurred by him/her in connection with attending such meetings.

Assuming that four (4) in person meetings of the Board of Trustees are held annually and attended in person, it is estimated that the compensation paid to each Trustee will be:

--------------------------------------------------------------------------------
NAME OF TRUSTEE             AGGREGATE COMPENSATION FROM TRUST
--------------------------------------------------------------------------------
David M. Kelly              $20,000 (for the first twelve months of operation);
                            $30,000 (thereafter)
--------------------------------------------------------------------------------
Frank Nesvet                $20,000 (for the first twelve months of operation);
                            $30,000 (thereafter)
--------------------------------------------------------------------------------
Helen F. Peters             $20,000 (for the first twelve months of operation);
                            $30,000 (thereafter)
--------------------------------------------------------------------------------

No Trustee or officer is entitled to any pension or retirement benefits from the Trust.

As of September 25, 2000, the Trustees and officers of the Trust as a group owned less than 1% of the outstanding shares of each Fund.

THE INVESTMENT ADVISER

State Street, through its State Street Global Advisors division, acts as investment adviser to the Trust and, subject to the supervision of the Board, is responsible for the investment

management of each Fund. State Street is a wholly owned subsidiary of State Street Boston Corporation, a publicly held bank holding company. State Street, with over $723.3 billion (U.S.) under management as of March 31, 2000, provides complete global investment management services from offices in the U.S., London, Sydney, Hong Kong, Tokyo, Toronto, Luxembourg, Montreal, Paris, Dublin, Munich and Brussels.

The Adviser serves as investment adviser to each Fund pursuant to an Investment Advisory Agreement between the Trust and the Adviser. Under the Investment Advisory Agreement, the Adviser, subject to the supervision of the Board and in conformity with the stated investment policies of each Fund, manages the investment of each Fund's assets. The Adviser is responsible for placing purchase and sale orders and providing continuous supervision of the investment portfolio of each Fund.

Pursuant to the Investment Advisory Agreement, the Trust has agreed to indemnify the Adviser for certain liabilities, including certain liabilities arising under the federal securities laws, unless such loss or liability results from willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties.

FUND                                                            MANAGEMENT FEE
-------------------------------------------------------------------------------
streetTRACKS(SM) Dow Jones U.S. Large-Cap Value Fund                     0.20%
streetTRACKS(SM) Dow Jones U.S. Large-Cap Growth Fund                    0.20%
streetTRACKS(SM) Dow Jones U.S. Small-Cap Value Fund                     0.25%
streetTRACKS(SM) Dow Jones U.S. Small-Cap Growth Fund                    0.25%
streetTRACKS(SM) Dow Jones Global Titans Index Fund                      0.50%
streetTRACKS(SM) Wilshire REIT Index Fund                                0.25%
streetTRACKS(SM) Morgan Stanley High Tech 35 Index Fund                  0.50%
streetTRACKS(SM) Morgan Stanley Internet Index Fund                      0.50%
FORTUNE 500(R) Index Fund                                                0.20%
FORTUNE e-50(TM) Index Fund                                              0.20%

The Investment Advisory Agreement with respect to each Fund continues in effect for two years from its effective date, and thereafter is subject to annual approval by (1) the Board of Trustees or (2) vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund, provided that in either event such continuance also is approved by a majority of the Board of Trustees who are not interested persons (as

defined in the 1940 Act) of the Trust by a vote cast in person at a meeting called for the purpose of voting on such approval. The Investment Advisory Agreement with respect to each Fund is terminable without penalty, on 60 days notice, by the Board of Trustees or by a vote of the holders of a majority (as defined in the 1940 Act) of the applicable Fund's outstanding voting securities. The Investment Advisory Agreement is also terminable upon 60 days notice by the Adviser and will terminate automatically in the event of its assignment (as defined in the 1940 Act).

THE ADMINISTRATOR

In addition to serving as Adviser to each Fund, State Street, through its Global Investors Services Group, serves as Administrator for the Trust pursuant to an Administrative Services Agreement. Under the Administrative Services Agreement, State Street is obligated on a continuous basis to provide such administrative services as the Board of Trustees of the Trust reasonably deems necessary for the proper administration of the Trust and each Fund. State Street will generally assist in all aspects of the Trust's and the Funds' operations; supply and maintain office facilities (which may be in State Street's own offices), statistical and research data, data processing services, clerical, accounting, bookkeeping and record keeping services (including without limitation the maintenance of such books and records as are required under the 1940 Act and the rules thereunder, except as maintained by other agents), internal auditing, executive and administrative services, and stationery and office supplies; prepare reports to shareholders or investors; prepare and file tax returns; supply financial information and supporting data for reports to and filings with the SEC and various state Blue Sky authorities; supply supporting documentation for meetings of the Board of Trustees; provide monitoring reports and assistance regarding compliance with the Declaration of Trust, by-laws, investment objectives and policies and with federal and state securities laws; arrange for appropriate insurance coverage; and negotiate arrangements with, and supervise and coordinate the activities of, agents and others to supply services.

Pursuant to the Administrative Services Agreement, the Trust has agreed to indemnify the Administrator for certain liabilities, including certain liabilities arising under the federal securities laws, unless such loss or liability results from gross negligence or willful misconduct in the performance of its duties.

CUSTODIAN AND TRANSFER AGENT

State Street, 225 Franklin Street, Boston, Massachusetts 02110, also serves as Custodian for the Funds pursuant to a Custodian Agreement. As Custodian, State Street holds the Funds' assets, calculates the net asset value of the Shares and calculates net income and realized capital gains or losses. State Street also serves as Transfer Agent of the Funds pursuant to a Transfer Agency Agreement. State Street may be reimbursed by the Funds for its out-of-pocket expenses. State Street and the Trust will comply with the self-custodian provisions of Rule 17f-2 under the 1940 Act.

THE DISTRIBUTOR

State Street Capital Markets, LLC is the principal underwriter and Distributor of Shares. Its principal address is 225 Franklin Street, Boston, Massachusetts 02110. Investor information can be obtained by calling 1-866-787-2257. The Distributor has entered into a Distribution Agreement with the Trust pursuant to which it distributes Shares of each Fund. The Distribution Agreement will continue for two years from its effective date and is renewable annually thereafter. Shares will be continuously offered for sale by the Trust through the Distributor only in Creation Units, as described in the Prospectus and below under "CREATION AND REDEMPTION OF CREATION UNITS." Shares in less than Creation Units are not distributed by the Distributor. The Distributor will deliver the Prospectus to persons purchasing Creation Units and will maintain records of both orders placed with it and confirmations of acceptance furnished by it. The Distributor is a broker-dealer registered under the Securities Exchange Act of 1934 (the "Exchange Act") and a member of the National Association of Securities Dealers, Inc. ("NASD"). The Distributor has no role in determining the investment policies of the Trust or which securities are to be purchased or sold by the Trust.

Each Fund, except for the FORTUNE 500(R) Index Fund and the FORTUNE e-50(TM) Index Fund, has adopted a Distribution and Service Plan (a "Plan") pursuant to which payments of up to 0.25% may be made. No payments pursuant to the Plan will be made for the first twelve (12) months of operation. Under its terms, each Fund's Plan remains in effect from year to year, provided such continuance is approved annually by vote of the Board, including a majority of the "Independent Trustees" (Trustees who are not interested persons of the Fund (as defined in the 1940 Act) and have no direct or indirect financial interest in the operation of the Plan or any agreement related to the Plan). The Plan may not be amended to increase materially the amount to be spent for the services provided by the Distributor without approval by the shareholders of the relevant Fund to which the Plan applies, and all material amendments of the Plan also require Board approval (as described above). Each Plan may be terminated at any time, without penalty, by vote of a majority of the Independent Trustees, or, by a vote of a majority of the outstanding voting securities of such Fund (as such vote is defined in the 1940 Act). Pursuant to the Distribution Agreement, the Distributor will provide the Board with periodic reports of any amounts expended under the Plan and the purpose for which such expenditures were made.

The Distribution Agreement provides that it may be terminated at any time, without the payment of any penalty, as to each Fund: (i) by vote of a majority of the Independent Trustees or (ii) by vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of the Fund, on at least 60 days written notice to the Distributor. The Distribution Agreement is also terminable upon 60 days notice by the Distributor and will terminate automatically in the event of its assignment (as defined in the 1940 Act).

Pursuant to agreements entered into with such persons, the Distributor will make payments under each Plan to certain broker-dealers or other persons ("Investor Services Organizations") that enter into agreements with the Distributor in the form approved by the Board of Trustees to provide distribution assistance and shareholder support, account

maintenance and educational and promotional services (which may include compensation and sales incentives to the registered brokers or other sales personnel of the broker-dealer or other financial entity that is a party to an investor services agreement) ("Investor Services Agreements"). No such Investor Services Agreements will be entered into during the first twelve months of operation. Each Investor Services Agreement will be a "related agreement" under the Plan of the relevant Fund. No Investor Services Agreement will provide for annual fees of more than 0.25% of a Fund's average daily net assets per annum attributable to Shares subject to such agreement.

Subject to an aggregate limitation of 0.25% of a Fund's average net assets per annum, the fees paid by a Fund under its Plan will be compensation for distribution, investor services or marketing services for that Fund. To the extent the Plan fees aggregate less than 0.25% per annum of the average daily net assets of a Fund, each Fund may also reimburse the Distributor and other persons for their respective costs incurred in printing prospectuses and producing advertising or marketing material prepared at the request of the Fund. The aggregate payments under each Plan will not exceed, on an annualized basis, 0.25% of average daily net assets of any Fund.

The continuation of the Distribution Agreement, any Investor Services Agreements and any other related agreements is subject to annual approval of the Board, including by a majority of the Independent Trustees, as described above.

Each of the Investor Services Agreements will provide that it may be terminated at any time, without the payment of any penalty, (i) by vote of a majority of the Independent Trustees or (ii) by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the relevant Fund, on at least 60 days' written notice to the other party. Each of the Distribution Agreement and the Investor Services Agreements is also terminable upon 60 days' notice by the Distributor and will terminate automatically in the event of its assignment (as defined in the 1940 Act). Each Investor Services Agreement is also terminable by the applicable Investor Service Organization upon 60 days' notice to the other party thereto.

The allocation among the Funds of fees and expenses payable under the Distribution Agreement and the Investor Services Agreements will be made pro rata in accordance with the daily net assets of the respective Funds.

The Distributor may also enter into agreements with securities dealers ("Soliciting Dealers") who will solicit purchases of Creation Unit aggregations of Fund Shares. Such Soliciting Dealers may also be Participating Parties (as defined in the "Book Entry Only System" section below), DTC Participants (as defined below) and/or Investor Services Organizations.

Pursuant to the Distribution Agreement, the Trust has agreed to indemnify the Distributor, and may indemnify Soliciting Dealers entering into agreements with the Distributor, for certain liabilities, including certain liabilities arising under the federal securities laws, unless such loss or liability results from willful misfeasance, bad faith or

gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under the Distribution Agreement or other agreement, as applicable.

BROKERAGE TRANSACTIONS

The policy of the Trust regarding purchases and sales of securities for the Funds is that primary consideration will be given to obtaining the most favorable prices and efficient executions of transactions. Consistent with this policy, when securities transactions are effected on a stock exchange, the Trust's policy is to pay commissions which are considered fair and reasonable without necessarily determining that the lowest possible commissions are paid in all circumstances. The Trust believes that a requirement always to seek the lowest possible commission cost could impede effective portfolio management and preclude the Funds and the Adviser from obtaining a high quality of brokerage and research services. In seeking to determine the reasonableness of brokerage commissions paid in any transaction, the Adviser relies upon its experience and knowledge regarding commissions generally charged by various brokers and on its judgment in evaluating the brokerage and research services received from the broker effecting the transaction. Such determinations are necessarily subjective and imprecise, as in most cases an exact dollar value for those services is not ascertainable.

In seeking to implement the Trust's policies, the Adviser effects transactions with those brokers and dealers who the Adviser believes provides the most favorable prices and are capable of providing efficient executions. If the Adviser believes such price and execution are obtainable from more than one broker or dealer, it may give consideration to placing portfolio transactions with those brokers and dealers who also furnish research and other services to the Funds or the Adviser. Such services may include, but are not limited to, information as to the availability of securities for purchase or sale and statistical information pertaining to corporate actions affecting stocks, including but not limited to, stocks within one or more of the Indexes.

The Funds will not deal with affiliates in principal transactions unless permitted by exemptive order or applicable rule or regulation.

The Adviser assumes general supervision over placing orders on behalf of the Trust for the purchase or sale of portfolio securities. If purchases or sales of portfolio securities of the Trust and one or more other investment companies or clients supervised by the Adviser are considered at or about the same time, transactions in such securities are allocated among the several investment companies and clients in a manner deemed equitable to all by the Adviser. In some cases, this procedure could have a detrimental effect on the price or volume of the security so far as the Trust is concerned. However, in other cases, it is possible that the ability to participate in volume transactions and to negotiate lower brokerage commissions will be beneficial to the Trust. The primary consideration is prompt execution of orders at the most favorable net price.

Portfolio turnover may vary from year to year, as well as within a year. High turnover rates are likely to result in comparatively greater brokerage expenses. The portfolio turnover rate for each Fund is expected to be under 50%. See "INVESTMENT POLICIES AND STRATEGIES" in the Prospectus. The overall reasonableness of brokerage commissions is evaluated by the Adviser based upon its knowledge of available information as to the general level of commissions paid by other institutional investors for comparable services.

BOOK ENTRY ONLY SYSTEM

The following information supplements and should be read in conjunction with the section in the Prospectus entitled "BUYING AND SELLING."

DTC acts as securities depositary for the Shares. Shares of each Fund are represented by securities registered in the name of DTC or its nominee, Cede & Co., and deposited with, or on behalf of, DTC. Except in the limited circumstance provided below, certificates will not be issued for Shares.

DTC, a limited-purpose trust company, was created to hold securities of its participants (the "DTC Participants") and to facilitate the clearance and settlement of securities transactions among the DTC Participants in such securities through electronic book-entry changes in accounts of the DTC Participants, 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 (and/or their representatives) own DTC. More specifically, DTC is owned by a number of its DTC Participants and by the New York Stock Exchange ("NYSE"), the AMEX and the NASD. 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 (the "Indirect Participants").

Beneficial ownership of Shares is limited to DTC Participants, Indirect Participants and persons holding interests through DTC Participants and Indirect Participants. Ownership of beneficial interests in Shares (owners of such beneficial interests are referred to herein as "Beneficial Owners") is shown on, and the transfer of ownership is 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 will receive from or through the DTC Participant a written confirmation relating to their purchase of Shares.

Conveyance of all notices, statements and other communications to Beneficial Owners is effected as follows. Pursuant to the Depositary Agreement between the Trust and DTC, DTC is required to make available to the Trust upon request and for a fee to be charged to the Trust a listing of the Shares of each Fund held by each DTC Participant. The Trust shall inquire of each such DTC Participant as to the number of Beneficial Owners holding Shares, directly or indirectly, through such DTC Participant. The Trust shall

provide each such DTC Participant with copies of such notice, statement or other communication, in such form, number and at such place as such DTC Participant may reasonably request, in order that such notice, statement or communication may be transmitted by such DTC Participant, directly or indirectly, to such Beneficial Owners. In addition, the Trust shall pay to each such 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 shall be made to DTC or its nominee, Cede & Co., as the registered holder of all Shares. DTC or its nominee, upon receipt of any such distributions, shall credit immediately DTC Participants' accounts with payments in amounts proportionate to their respective beneficial interests in Shares of each Fund as shown on the records of DTC or its nominee. Payments by DTC Participants to Indirect Participants and Beneficial Owners of Shares held through such DTC Participants will be 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 will be the responsibility of such DTC Participants.

The Trust has no 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 such 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 owning through such DTC Participants.

DTC may determine to discontinue providing its service with respect to Shares at any time by giving reasonable notice to the Trust and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, the Trust shall 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 issue and deliver printed certificates representing ownership of Shares, unless the Trust makes other arrangements with respect thereto satisfactory to the Exchange.

CREATION AND REDEMPTION OF CREATION UNITS

CREATION

The Trust issues and sells Shares of each Fund only in Creation Units on a continuous basis through the Distributor, without a sales load, at their net asset value next determined after receipt, on any Business Day (as defined below), of an order in proper form.

A "Business Day" with respect to each Fund is any day on which the NYSE is open for business. As of the date of the Prospectus, the NYSE observes the following holidays: New Year's Day, Martin Luther King, Jr. Day, President's Day (Washington's Birthday), Good Friday, Memorial Day (observed), Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

FUND DEPOSIT

The consideration for purchase of a Creation Unit of a Fund generally consists of an in-kind deposit of a designated portfolio of equity securities -- the "Deposit Securities" -- per each Creation Unit constituting a substantial replication, or a representation, of the stocks included in the relevant Fund's Index and an amount of cash -- the "Cash Component" -- computed as described below. Together, the Deposit Securities and the Cash Component constitute the "Fund Deposit," which represents the minimum initial and subsequent investment amount for a Creation Unit of any Fund. The Cash Component is an amount equal to the difference between the net asset value of the Shares (per Creation Unit) and the market value of the Deposit Securities. If the Cash Component is a positive number (i.e., the net asset value per Creation Unit exceeds the market value of the Deposit Securities), the Cash Component shall be such positive amount. If the Cash Component is a negative number (i.e., the net asset value per Creation Unit is less than the market value of the Deposit Securities), the Cash Component shall be such negative amount and the creator will be entitled to receive cash in an amount equal to the Cash Component. The Cash Component serves the function of compensating for any differences between the net asset value per Creation Unit and the market value of the Deposit Securities.

The Custodian, through the National Securities Clearing Corporation ("NSCC") (discussed below), makes available on each Business Day, immediately prior to the opening of business on the New York Stock Exchange (currently 9:30 a.m., New York time), the list of the names and the required number of shares of each Deposit Security to be included in the current Fund Deposit (based on information at the end of the previous Business Day) for each Fund. Such Fund Deposit is applicable, subject to any adjustments as described below, in order to effect creations of Creation Units of a given Fund until such time as the next-announced composition of the Deposit Securities is made available.

The identity and number of shares of the Deposit Securities required for a Fund Deposit for each Fund changes as rebalancing adjustments and corporate action events are reflected from time to time by the Adviser with a view to the investment objective of the Fund. The composition of the Deposit Securities may also change in response to adjustments to the weighting or composition of the Component Stocks of the relevant Index. In addition, the Trust reserves the right to permit or require the substitution of an amount of cash -- i.e., a "cash in lieu" amount -- to be added to the Cash Component to replace any Deposit Security which may not be available in sufficient quantity for delivery or which may not be eligible for transfer through the Clearing Process (discussed below), or which may not be eligible for trading by an Authorized Participant (as defined below) or the investor for which it is acting. Brokerage commissions incurred in connection with acquisition of Deposit Securities not eligible for transfer through the systems of DTC and hence not eligible for transfer through the Clearing Process (discussed below) will be at the expense of the Fund and will affect the value of all Shares; but the Adviser, subject to the approval of the Board of Trustees, may adjust the

transaction fee within the parameters described above to protect ongoing shareholders. The adjustments described above will reflect changes, known to the Adviser on the date of announcement to be in effect by the time of delivery of the Fund Deposit, in the composition of the subject Index being tracked by the relevant Fund or resulting from certain corporate actions.

In addition to the list of names and numbers of securities constituting the current Deposit Securities of a Fund Deposit, the Custodian, through the NSCC, also makes available on each Business Day, the estimated Cash Component, effective through and including the previous Business Day, per outstanding Share of each Fund.

PROCEDURES FOR CREATION OF CREATION UNITS

To be eligible to place orders with the Distributor to create a Creation Unit of a Fund, an entity must be (i) a "Participating Party", i.e., a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the NSCC (the "Clearing Process"), a clearing agency that is registered with the SEC; or (ii) a DTC Participant (see "BOOK ENTRY ONLY SYSTEM"), and, in each case, must have executed an agreement with the Trust, the Distributor and the Transfer Agent with respect to creations and redemptions of Creation Units ("Participant Agreement") (discussed below). A Participating Party and DTC Participant are collectively referred to as an "Authorized Participant". Investors should contact the Distributor for the names of Authorized Participants that have signed a Participant Agreement. All Shares of Funds, however created, will be entered on the records of DTC in the name of Cede & Co. for the account of a DTC Participant.

All orders to create Funds must be placed for one or more Creation Unit size aggregations of Shares (50,000 in the case of each Fund). All orders to create Creation Units, whether through the Clearing Process (through a Participating Party) or outside the Clearing Process (through a DTC Participant), must be received by the Distributor no later than the close of the regular trading session on the NYSE (ordinarily 4:00 p.m. New York time)("Closing Time") in each case on the date such order is placed in order for the creation of Creation Units to be effected based on the net asset value of Shares of each Fund as next determined on such date after receipt of the order in proper form. The date on which an order to create Creation Units (or an order to redeem Creation Units as discussed below) is placed is referred to as the "Transmittal Date". Orders must be transmitted by an Authorized Participant by telephone or other transmission method acceptable to the Distributor pursuant to procedures set forth in the Participant Agreement, as described below (see "Placement of Creation Orders Using Clearing Process" and "Placement of Creation Orders Outside Clearing Process"). Severe economic or market disruptions or changes, or telephone or other communication failure, may impede the ability to reach the Distributor or an Authorized Participant.

Orders to create Creation Units of Funds shall be placed with an Authorized Participant, as applicable, in the form required by such Authorized Participant. In addition, the Authorized Participant may request the investor to make certain representations or enter

into agreements with respect to the order, e.g., to provide for payments of cash, when required. Investors should be aware that their particular broker may not have executed a Participant Agreement, and that, therefore, orders to create Creation Units of Funds have to be placed by the investor's broker through an Authorized Participant that has executed a Participant Agreement. At any given time there may be only a limited number of broker-dealers that have executed a Participant Agreement. Those placing orders for Creation Units through the Clearing Process should afford sufficient time to permit proper submission of the order to the Distributor prior to the Closing Time on the Transmittal Date.

Orders for creation that are effected outside the Clearing Process are likely to require transmittal by the DTC Participant earlier on the Transmittal Date than orders effected using the Clearing Process. Those persons placing orders outside the Clearing Process should ascertain the deadlines applicable to DTC and the Federal Reserve Bank wire system by contacting the operations department of the broker or depository institution effectuating such transfer of Deposit Securities and Cash Component.

PLACEMENT OF CREATION ORDERS USING CLEARING PROCESS

The Clearing Process is the process of creating or redeeming Creation Units through the Continuous Net Settlement System of the NSCC. Fund Deposits made through the Clearing Process must be delivered through a Participating Party that has executed a Participant Agreement. The Participant Agreement authorizes the Distributor to transmit through the Transfer Agent to NSCC, on behalf of the Participating Party, such trade instructions as are necessary to effect the Participating Party's creation order. Pursuant to such trade instructions to NSCC, the Participating Party agrees to deliver the requisite Deposit Securities and the Cash Component to the Trust, together with such additional information as may be required by the Distributor. An order to create Funds in Creation Units through the Clearing Process is deemed received by the Distributor on the Transmittal Date if (i) such order is received by the Distributor not later than the Closing Time on such Transmittal Date and (ii) all other procedures set forth in the Participant Agreement are properly followed.

PLACEMENT OF CREATION ORDERS OUTSIDE CLEARING PROCESS

Fund Deposits made outside the Clearing Process must be delivered through a DTC Participant that has executed a Participant Agreement with the Trust, the Distributor and the Transfer Agent. A DTC Participant who wishes to place an order creating Creation Units to be effected outside the Clearing Process need not be a Participating Party, but such orders must state that the DTC Participant is not using the Clearing Process and that the creation of Creation Units will instead be effected through a transfer of securities and cash directly through DTC. The Fund Deposit transfer must be ordered by the DTC Participant on the Transmittal Date in a timely fashion so as to ensure the delivery of the requisite number of Deposit Securities through DTC to the account of the Trust by no later than 11:00 a.m., New York time, of the next Business Day immediately following the Transmittal Date. All questions as to the number of Deposit Securities to be delivered,

and the validity, form and eligibility (including time of receipt) for the deposit of any tendered securities, will be determined by the Trust, whose determination shall be final and binding. The cash equal to the Cash Component must be transferred directly to the Custodian through the Federal Reserve wire system in a timely manner so as to be received by the Custodian no later than 2:00 p.m., New York time, on the next Business Day immediately following such Transmittal Date. An order to create Creation Units of Funds outside the Clearing Process is deemed received by the Distributor on the Transmittal Date if (i) such order is received by the Distributor not later than the Closing Time on such Transmittal Date; and (ii) all other procedures set forth in the Participant Agreement are properly followed. However, if the Custodian does not receive both the requisite Deposit Securities and the Cash Component by 11:00
a.m. and 2:00 p.m., respectively, on the next Business Day immediately following the Transmittal Date, such order will be cancelled. Upon written notice to the Distributor, such cancelled order may be resubmitted the following Business Day using a Fund Deposit as newly constituted to reflect the then current net asset value of the Fund. The delivery of Creation Units of Funds so created will occur no later than the third (3rd) Business Day following the day on which the purchase order is deemed received by the Distributor.

Creation Units of Funds may be created in advance of receipt by the Trust of all or a portion of the applicable Deposit Securities as described below. In these circumstances, the initial deposit will have a value greater than the net asset value of the Shares on the date the order is placed in proper form since in addition to available Deposit Securities, cash must be deposited in an amount equal to the sum of (i) the Cash Component, plus (ii) 115% of the market value of the undelivered Deposit Securities (the "Additional Cash Deposit"). The order shall be deemed to be received on the Business Day on which the order is placed provided that the order is placed in proper form prior to 4:00 p.m., New York time, on such date and federal funds in the appropriate amount are deposited with the Trust's Custodian by 11:00 a.m., New York time, the following Business Day. If the order is not placed in proper form by 4:00 p.m. or federal funds in the appropriate amount are not received by 11:00 a.m. the next Business Day, then the order may be deemed to be rejected and the investor shall be liable to the Trust for losses, if any, resulting therefrom. An additional amount of cash shall be required to be deposited with the Trust, pending delivery of the missing Deposit Securities to the extent necessary to maintain the Additional Cash Deposit with the Trust in an amount at least equal to 115% of the daily marked to market value of the missing Deposit Securities. To the extent that missing Deposit Securities are not received by 1:00 p.m., New York time, on the third Business Day following the day on which the purchase order is deemed received by the Distributor or in the event a mark to market payment is not made within one Business Day following notification by the Distributor that such a payment is required, the Trust may use the cash on deposit to purchase the missing Deposit Securities. Authorized Participants will be liable to the Trust for the costs incurred by the Trust in connection with any such purchases. These costs will be deemed to include the amount by which the actual purchase price of the Deposit Securities exceeds the market value of such Deposit Securities on the day the purchase order was deemed received by the Distributor plus the brokerage and related transaction costs associated with such purchases. The Trust will return any unused portion of the Additional Cash Deposit once all of the missing Deposit

Securities have been properly received by the Custodian or purchased by the Trust and deposited into the Trust. In addition, a transaction fee will be charged in all cases. The delivery of Creation Units of Funds so created will occur no later than the third Business Day following the day on which the purchase order is deemed received by the Distributor.

ACCEPTANCE OF ORDERS FOR CREATION UNITS

The Trust 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 Deposit Securities delivered are not as disseminated through the facilities of the Exchange for that date by the Custodian, as described above; (d) acceptance of the Deposit Securities would have certain adverse tax consequences to the Fund; (e) the acceptance of the Fund Deposit would, in the opinion of counsel, be unlawful;
(f) the acceptance of the Fund Deposit would otherwise, in the discretion of the Trust or the Adviser, 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 Trust, the Distributor and the Adviser 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 Trust, the Adviser, the Distributor, DTC, NSCC or any other participant in the creation process, and similar extraordinary events. The Distributor shall notify a prospective creator of a Creation Unit and/or the Authorized Participant acting on behalf of the creator of a Creation Unit of its rejection of the order of such person. The Trust, the Transfer Agent, the Custodian and the Distributor are under no duty, however, to give notification of any defects or irregularities in the delivery of Fund Deposits nor shall either of them incur any liability for the failure to give any such notification.

All questions as to the number of shares of each security in the Deposit Securities and the validity, form, eligibility and acceptance for deposit of any securities to be delivered shall be determined by the Trust, and the Trust's determination shall be final and binding.

CREATION TRANSACTION FEE

To compensate the Trust for transfer and other transaction costs involved in creation transactions through the Clearing Process, investors will be required to pay a fixed creation transaction fee, described below, payable to the Trust regardless of the number of creations made each day. An additional charge of up to three (3) times the fixed transaction fee (expressed as a percentage of the value of the Deposit Securities) may be imposed for (i) creations effected outside the Clearing Process; and (ii) cash creations (to offset the Trust's brokerage and other transaction costs associated with using cash to purchase the requisite Deposit Securities). Investors are responsible for the costs of transferring the securities constituting the Deposit Securities to the account of the Trust.

FUND                                                            TRANSACTION FEE      OUTSIDE THE
                                                                                       CLEARING
                                                                                       PROCESS
streetTRACKS(SM) Dow Jones U.S. Large Cap Value Index Fund           $1,000         up to $4,000
streetTRACKS(SM) Dow Jones U.S. Large Cap Growth Index Fund          $1,000         up to $4,000
streetTRACKS(SM) Dow Jones U.S. Small Cap Value Index Fund           $1,500         up to $6,000
streetTRACKS(SM) Dow Jones U.S. Small Cap Growth Index Fund          $1,500         up to $6,000
streetTRACKS(SM) Dow Jones Global Titans Index Fund                  $1,000         up to $4,000
streetTRACKS(SM) Wilshire REIT Index Fund                            $1,000         up to $4,000
streetTRACKS(SM) Morgan Stanley High Tech 35 Index Fund              $  500         up to $2,000
streetTRACKS(SM) Morgan Stanley Internet Index Fund                  $  500         up to $2,000
FORTUNE 500(R) Index Fund                                            $2,000         up to $8,000
FORTUNE e-50(TM) Index Fund                                          $  500         up to $2,000

REDEMPTION

Shares may be redeemed only in Creation Units at their net asset value next determined after receipt of a redemption request in proper form by the Fund through the Transfer Agent and only on a Business Day. THE TRUST WILL NOT REDEEM SHARES IN AMOUNTS LESS THAN CREATION UNITS. Beneficial Owners must accumulate enough Shares in the secondary market to constitute a Creation Unit in order to have such Shares redeemed by the Trust. 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. As of September 14, 2000, 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:
streetTRACKS(SM) Dow Jones Large Cap Value Index Fund, $6,504,500; streetTRACKS(SM) Dow Jones Large Cap Growth Index Fund, $5,056,825; streetTRACKS(SM) Dow Jones Small Cap Value Index Fund, $5,381,650; streetTRACKS(SM) Dow Jones Small Cap Growth Index Fund, $5,258,900; streetTRACKS(SM) Dow Jones Global Titans Index Fund, $6,504,500; streetTRACKS(SM) Wilshire REIT Index Fund, $5,450,000; streetTRACKS(SM) Morgan Stanley High Tech 35 Index Fund, $5,188,900; streetTRACKS(SM) Morgan Stanley Internet Index Fund, $3,792,000; FORTUNE 500(R) Index Fund, $5,042,000; FORTUNE e-50(TM) Index Fund, $4,777,200.

With respect to each Fund, the Custodian, through the NSCC, makes available immediately prior to the opening of business on the New York Stock Exchange (currently 9:30 am, New York time) on each Business Day, the Fund Securities that will be applicable (subject to possible amendment or correction) to redemption requests received in proper form (as defined below) on that day. Fund Securities received on redemption may not be identical to Deposit Securities which are applicable to creations of Creation Units.

Unless cash redemptions are available or specified for a Fund, the redemption proceeds for a Creation Unit generally consist of Fund Securities -- as announced by the Custodian on the Business Day of the request for redemption received in proper form -- plus cash in an amount equal to the difference between the net asset value of the Shares being redeemed, as next determined after a receipt of a request in proper form, and the value of the Fund Securities (the "Cash Redemption Amount"), less a redemption transaction fee described below in the section entitled "REDEMPTION TRANSACTION FEE". In the event that the Fund Securities have a value greater than the net asset value of the Shares, a compensating cash payment equal to the differential is required to be made by or through an Authorized Participant by the redeeming shareholder.

REDEMPTION TRANSACTION FEE

A redemption transaction fee, described below, is paid to the Trust to offset transfer and other transaction costs that may be incurred in connection with the redemption of Creation Units. The redemption transaction fee is the same no matter how many Creation Units are being redeemed pursuant to any one redemption request. An additional charge of up to three (3) times the fixed transaction fee may be charged with respect to transactions effected outside the Clearing Process.

FUND                                                           TRANSACTION FEE      OUTSIDE THE
                                                                                      CLEARING
                                                                                      PROCESS
streetTRACKS(SM) Dow Jones U.S. Large Cap Value Index Fund          $1,000         up to $4,000
streetTRACKS(SM) Dow Jones U.S. Large Cap Growth Index Fund         $1,000         up to $4,000
streetTRACKS(SM) Dow Jones U.S. Small Cap Value Index Fund          $1,500         up to $6,000
streetTRACKS(SM) Dow Jones U.S. Small Cap Growth Index Fund         $1,500         up to $6,000
streetTRACKS(SM) Dow Jones Global Titans Index Fund                 $1,000         up to $4,000
streetTRACKS(SM) Wilshire REIT Index Fund                           $1,000         up to $4,000
streetTRACKS(SM) Morgan Stanley High Tech 35 Index Fund             $  500         up to $2,000
streetTRACKS(SM) Morgan Stanley Internet Index Fund                 $  500         up to $2,000
FORTUNE 500(R) Index Fund                                           $2,000         up to $8,000
FORTUNE e-50(TM) Index Fund                                         $  500         up to $2,000

The Funds, subject to approval by the Board of Trustees, may adjust the fee from time to time based upon actual experience. An additional charge for cash redemptions or partial cash redemptions (when cash redemptions are available) for each Fund may be imposed. Investors who use the services of a broker or other such intermediary in addition to an Authorized Participant to effect a redemption of a Creation Unit may be charged a fee for such services.

PLACEMENT OF REDEMPTION ORDERS USING CLEARING PROCESS

Orders to redeem Creation Units of Funds through the Clearing Process must be delivered through a Participating Party that has executed the Participant Agreement. An order to redeem Creation Units of Funds using the Clearing Process is deemed received on the Transmittal Date if (i) such order is received by the Transfer Agent not later than 4:00 p.m., New York time, on such Transmittal Date; and (ii) all other procedures set forth in the Participant Agreement are properly followed; such order will be effected based on the net asset value of the Fund as next determined. An order to redeem Creation Units of a Fund using the Clearing Process made in proper form but received by the Fund after 4:00
p.m., New York time, will be deemed received on the next Business Day immediately following the Transmittal Date and will be effected at the net asset value next determined on such Business Day. The requisite Fund Securities and the Cash Redemption Amount will be transferred by the third (3rd) NSCC Business Day following the date on which such request for redemption is deemed received.

PLACEMENT OF REDEMPTION ORDERS OUTSIDE CLEARING PROCESS

Orders to redeem Creation Units of Funds outside the Clearing Process must be delivered through a DTC Participant that has executed the Participant Agreement. A DTC Participant who wishes to place an order for redemption of Creation Units of Funds to be effected outside the Clearing Process need not be a Participating Party, but such orders must state that the DTC Participant is not using the Clearing Process and that redemption of Creation Units will instead be effected through transfer of Shares directly through DTC. An order to redeem Creation Units of Funds outside the Clearing Process is deemed received by the Transfer Agent on the Transmittal Date if (i) such order is received by the Transfer Agent not later than 4:00 p.m., New York time, on such Transmittal Date; (ii) such order is accompanied or proceeded by the requisite number of Shares of Funds specified in such order, which delivery must be made through DTC to the Custodian no later than 11:00 a.m., New York time, on the next Business Day following such Transmittal Date (the "DTC Cut-Off-Time"); and (iii) all other procedures set forth in the Participant Agreement are properly followed.

After the Transfer Agent has deemed an order for redemption outside the Clearing Process received, the Transfer Agent will initiate procedures to transfer the requisite Fund Securities which are expected to be delivered within three Business Days and the Cash Redemption Amount to the Authorized Participant on behalf of the redeeming Beneficial Owner by the third Business Day following the Transmittal Date on which such redemption order is deemed received by the Transfer Agent.

The calculation of the value of the Fund Securities and the Cash Redemption Amount to be delivered upon redemption will be made by the Custodian according to the procedures set forth under "DETERMINATION OF NET ASSET VALUE" computed on the Business Day on which a redemption order is deemed received by the Transfer Agent. Therefore, if a redemption order in proper form is submitted to the Transfer Agent by a DTC Participant not later than the Closing Time on the Transmittal Date, and the requisite number of Shares of the relevant Fund are delivered to the Custodian prior to the DTC Cut-Off-Time, then the value of the Fund Securities and the Cash Redemption

Amount to be delivered will be determined by the Custodian on such Transmittal Date. If, however, a redemption order is submitted to the Transfer Agent by a DTC Participant not later than the Closing Time on the Transmittal Date but either (1) the requisite number of Shares of the relevant Fund are not delivered by the DTC Cut-Off-Time as described above on the next Business Day following the Transmittal Date or (2) the redemption order is not submitted in proper form, then the redemption order will not be deemed received as of the Transmittal Date. In such case, the value of the Fund Securities and the Cash Redemption Amount to be delivered will be computed on the Business Day that such order is deemed received by the Transfer Agent, i.e., the Business Day on which the Shares of the relevant Funds are delivered through DTC to the Custodian by the DTC Cut-Off-Time on such Business Day pursuant to a properly submitted redemption order.

If it is not possible to effect deliveries of the Fund Securities, the Trust may in its discretion exercise its option to redeem such Shares in cash, and the redeeming Beneficial Owner will be required to receive its redemption proceeds in cash. In addition, an investor may request a redemption in cash which the Fund may, in its sole discretion, permit. In either case, the investor will receive a cash payment equal to the net asset value of its Shares based on the net asset value of Shares of the relevant Fund next determined after the redemption request is received in proper form (minus a redemption transaction fee and additional charge for requested cash redemptions specified above, to offset the Trust's brokerage and other transaction costs associated with the disposition of Fund Securities). The Fund may also, in its sole discretion, upon request of a shareholder, provide such redeemer a portfolio of securities which differs from the exact composition of the Fund Securities but does not differ in net asset value.

Redemptions of Shares for Fund 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 Fund Securities upon redemptions or could not do so without first registering the Fund Securities under such laws. An Authorized Participant or an investor for which it is acting subject to a legal restriction with respect to a particular stock included in the Fund Securities applicable to the redemption of a Creation Unit may be paid an equivalent amount of cash. 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 payment, 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 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 the Shares of the Fund or determination of the Shares' net asset value is not reasonably practicable; or
(4) in such other circumstance as is permitted by the SEC.

DETERMINATION OF NET ASSET VALUE

The following information supplements and should be read in conjunction with the section in the Prospectus entitled "DETERMINATION OF NET ASSET VALUE."

Net asset value per Share for each Fund of the Trust is computed by dividing the value of the net assets of such Fund (i.e., the value of its total assets less total liabilities) by the total number of Shares outstanding, rounded to the nearest cent. Expenses and fees, including the management fees, are accrued daily and taken into account for purposes of determining net asset value. The net asset value of each Fund is calculated by the Custodian and determined at the close of the regular trading session on the NYSE (ordinarily 4:00 p.m. New York time) on each day that such exchange is open.

In computing a Fund's net asset value per Share, the Fund's securities holdings are valued based on their last sale price. Price information on listed securities is taken from the exchange where the security is primarily traded. Securities regularly traded in an over-the-counter market are valued at the last sale price in such market. Other portfolio securities and assets for which market quotations are not readily available are valued based on fair value as determined in good faith by the Adviser in accordance with procedures adopted by the Board.

DIVIDENDS AND DISTRIBUTIONS

The following information supplements and should be read in conjunction with the section in the Prospectus entitled "DISTRIBUTIONS."

GENERAL POLICIES

Dividends from net investment income, if any, are declared and paid quarterly by each Fund. Distributions of net realized securities gains, if any, generally are declared and paid once a year, but the Trust may make distributions on a more frequent basis for certain Funds to improve index tracking or to comply with the distribution requirements of the Internal Revenue Code, in all events in a manner consistent with the provisions of the 1940 Act.

Dividends and other distributions on Shares are distributed, as described below, on a pro rata basis to Beneficial Owners of such Shares. Dividend payments are made through DTC Participants and Indirect Participants to Beneficial Owners then of record with proceeds received from the Trust.

The Trust makes additional distributions to the extent necessary (i) to distribute the entire annual taxable income of the Trust, plus any net capital gains and (ii) to avoid imposition of the excise tax imposed by Section 4982 of the Internal Revenue Code. Management of the Trust reserves the right to declare special dividends if, in its reasonable discretion, such action is necessary or advisable to preserve the status of each Fund as a regulated investment company ("RIC") or to avoid imposition of income or excise taxes on undistributed income.

DIVIDEND REINVESTMENT SERVICE

Broker-dealers may make available the DTC book-entry Dividend Reinvestment Service for use by Beneficial Owners of Funds through DTC Participants for reinvestment of their dividend distributions. If this service is available and used, dividend distributions of both income and realized gains will be automatically reinvested in additional whole Shares issued by the same Fund based on a payable date NAV.

TAXES

The following information also supplements and should be read in conjunction with the section in the Prospectus entitled "TAX MATTERS."

Each Fund intends to qualify for and to elect treatment as a separate RIC under Subchapter M of the Internal Revenue Code. To qualify for treatment as a RIC, a company must annually distribute at least 90% of its net investment company taxable income (which includes dividends, interest and net short-term capital gains) and meet several other requirements.

Each Fund is treated as a separate corporation for federal income tax purposes. Each Fund therefore is considered to be a separate entity in determining its treatment under the rules for RICs described herein and in the Prospectus. Losses in one Fund do not offset gains in another and the requirements (other than certain organizational requirements) for qualifying RIC status are determined at the Fund level rather than at the Trust level.

A Fund will be subject to a 4% excise tax on certain undistributed income if it does not distribute to its shareholders in each calendar year at least 98% of its ordinary income for the calendar year plus 98% of its capital gain net income for the twelve months ended October 31 of such year. Each Fund intends to declare and distribute dividends and distributions in the amounts and at the times necessary to avoid the application of this 4% excise tax.

As a result of tax requirements, the Trust on behalf of each Fund has the right to reject an order to purchase Shares if the purchaser (or group of purchasers) would, upon obtaining the Shares so ordered, own 80% or more of the outstanding Shares of a given Fund and if, pursuant to section 351 of the Internal Revenue Code, the respective Fund would have a basis in the Deposit Securities different from the market value of such securities on the date of deposit. The Trust also has the right to require information necessary to determine beneficial share ownership for purposes of the 80% determination. See "CREATION AND REDEMPTION OF CREATION UNITS."

Dividends and interest received by a Fund may give rise to withholding and other taxes imposed by foreign countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes.

Each Fund will report to shareholders annually the amounts of dividends received from ordinary income, the amount of distributions received from capital gains and the portion of dividends which may qualify for the dividends received deduction.

A loss realized on a sale or exchange of Shares of a Fund may be disallowed if other Fund Shares are acquired (whether through the automatic reinvestment of dividends or otherwise) within a sixty-one (61) day period beginning thirty (30) days before and ending thirty (30) days after the date that the Shares are disposed of. In such a case, the basis of the Shares acquired will be adjusted to reflect the disallowed loss. Any loss upon the sale or exchange of Shares held for six (6) months or less will be treated as long-term capital loss to the extent of any capital gain dividends received by the shareholders.

Distribution of ordinary income and capital gains may also be subject to state and local taxes.

Distributions reinvested in additional Shares of a Fund through the means of the service (see "DIVIDEND REINVESTMENT SERVICE") will nevertheless be taxable dividends to Beneficial Owners acquiring such additional Shares to the same extent as if such dividends had been received in cash.

Distributions of ordinary income paid to shareholders who are nonresident aliens or foreign entities will be subject to a 30% United States withholding tax unless a reduced rate of withholding or a withholding exemption is provided under applicable treaty law. Nonresident shareholders are urged to consult their own tax advisors concerning the applicability of the United States withholding tax.

Some shareholders may be subject to a 31% withholding tax on distributions of ordinary income, capital gains and any cash received on redemption of Creation Units ("backup withholding"). Generally, shareholders subject to backup withholding will be those for whom no certified taxpayer identification number is on file with the Fund or who, to the Fund's knowledge, have furnished an incorrect number. When establishing an account, an investor must certify under penalty of perjury that such number is correct and that such investor is not otherwise subject to backup withholding.

The foregoing discussion is a summary only and is not intended as a substitute for careful tax planning. Purchasers of Shares of the Trust should consult their own tax advisors as to the tax consequences of investing in such shares, including under state, local and other tax laws. Finally, the foregoing discussion is based on applicable provisions of the Internal Revenue Code, regulations, judicial authority and administrative interpretations in effect on the date hereof. Changes in applicable authority could materially affect the conclusions discussed above, and such changes often occur.

FEDERAL TAX TREATMENT OF FUTURES AND OPTIONS CONTRACTS

Each Fund is required for federal income tax purposes to mark to market and recognize as income for each taxable year its net unrealized gains and losses on certain futures

contracts as of the end of the year as well as those actually realized during the year. Gain or loss from futures and options contracts on broad-based indexes required to be marked to market will be 60% long-term and 40% short-term capital gain or loss. Application of this rule may alter the timing and character of distributions to shareholders. A Fund may be required to defer the recognition of losses on futures contracts, option contracts and swaps to the extent of any unrecognized gains on offsetting positions held by the Fund.

In order for a Fund to continue to qualify for federal income tax treatment as a regulated investment company, at least 90% of its gross income for a taxable year must be derived from qualifying income, i.e., dividends, interest, income derived from loans of securities, gains from the sale of securities or of foreign currencies or other income derived with respect to the Fund's business of investing in securities. It is anticipated that any net gain realized from the closing out of futures or options contracts will be considered gain from the sale of securities and therefore will be qualifying income for purposes of the 90% requirement.

Each Fund distributes to shareholders annually any net capital gains which have been recognized for federal income tax purposes (including unrealized gains at the end of the Fund's fiscal year) on futures or options transactions. Such distributions are combined with distributions of capital gains realized on the Fund's other investments and shareholders are advised on the nature of the distributions.

CAPITAL STOCK AND SHAREHOLDER REPORTS

The Trust currently is comprised of ten Funds. Each Fund issues shares of beneficial interest, par value $.01 per Share. The Board of Trustees may designate additional Funds.

Each Share issued by the Trust has a pro rata interest in the assets of the corresponding Fund. Shares have no preemptive, exchange, subscription or conversion rights and are freely transferable. Each Share is entitled to participate equally in dividends and distributions declared by the Board with respect to the relevant Fund, and in the net distributable assets of such Fund on liquidation.

Each Share has one vote with respect to matters upon which a shareholder vote is required consistent with the requirements of the 1940 Act and the rules promulgated thereunder. Shares of all Funds vote together as a single class except that if the matter being voted on affects only a particular Fund it will be voted on only by that Fund and if a matter affects a particular Fund differently from other Funds, that Fund will vote separately on such matter. Under Massachusetts law, the Trust is not required to hold an annual meeting of shareholders unless required to do so under the 1940 Act. The policy of the Trust is not to hold an annual meeting of shareholders unless required to do so under the 1940 Act. All Shares of the Trust (regardless of the Fund) have noncumulative voting rights for the election of Trustees. Under Massachusetts law, Trustees of the Trust may be removed by vote of the shareholders.

Under Massachusetts law, shareholders of a business trust may, under certain circumstances, be held personally liable as partners for obligations of the Trust. However, the Declaration of Trust contains an express disclaimer of shareholder liability for acts or obligations of the Trust, requires that Trust obligations include such disclaimer, and provides for indemnification and reimbursement of expenses out of the Trust's property for any shareholder held personally liable for the obligations of the Trust. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the Trust itself would be unable to meet its obligations. Given the above limitations on shareholder personal liability, and the nature of each Fund's assets and operations, the risk to shareholders of personal liability is believed to be remote.

Shareholder inquiries may be made by writing to the Trust, c/o the Distributor, State Street Brokerage Services at 225 Franklin Street, 19th Floor, Boston, Massachusetts 02110.

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 average annual total return are expressed in terms of the average annual rate of return of a hypothetical investment in a Fund over periods of 1, 5 and 10 years (or the life of a Fund, if shorter). Such total return figures will reflect the deduction of a proportional share of such Fund's expenses on an annual basis, and will assume that all dividends and distributions are reinvested when paid.

Total return is calculated according to the following formula: P(1 + T)(n) = ERV (where P = a hypothetical initial payment of $1,000, T = the average annual total return, n = the number of years and ERV = the ending redeemable value of a hypothetical $1,000 payment made at the beginning of the 1, 5 or 10 year period).

Quotations of a cumulative total return will be calculated for any specified period by assuming a hypothetical investment in a Fund on the date of the commencement of the period and will assume that all dividends and distributions are reinvested on ex date. The net increase or decrease in the value of the investment over the period will be divided by its beginning value to arrive at cumulative total return. Total return calculated in this manner will differ from the calculation of average annual total return in that it is not expressed in terms of an average rate of return.

The yield of a Fund is the net annualized yield based on a specified 30-day (or one month) period assuming a semiannual compounding of income. Included in net investment income is the amortization of market premium or accretion of market and original issue discount on bonds. Yield is calculated by dividing the net investment income per share earned during the period by the maximum offering price per share on the last day of the period, according to the following formula: YIELD = (a-b) divided by 2[(cd + 1)(6)-1] (where a = dividends and interest earned during the period, b = expenses

accrued for the period (net of reimbursements), c = the average daily number of shares outstanding during the period that were entitled to receive dividends, and d = the maximum offering price per share on the last day of the period).

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 currently 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.

A comparison of the quoted non-standard performance offered for various investments is valid only if performance is calculated in the same manner. Since there are different methods for calculating performance, investors should consider the effects of the methods used to calculate performance when comparing performance of the Funds with performance quoted with respect to other investment companies or types of investments.

From time to time, in advertising and marketing literature, the Funds' performance may be compared to the performance of broad groups of open-end and closed-end investment companies with similar investment goals, as tracked by independent organizations such as Investment Company Data, Inc., Lipper Analytical Services, Inc., CDA Investment Technologies, Inc., Morningstar, Inc., Value Line Mutual Fund Survey and other independent organizations. When these organizations' tracking results are used, the Funds will be compared to the appropriate fund category, that is, by fund objective and portfolio holdings, or to the appropriate volatility grouping, where volatility is a measure of a fund's risk.

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 effect an adverse tax impact on taxable shareholders because of the need to sell portfolio 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.

In addition, in connection with the communication of the performance of the Funds to current or prospective shareholders, the Trust also may compare those figures to the performance of certain unmanaged indexes which may assume the reinvestment of dividends or interest but generally do not reflect deductions for administrative and management costs. Examples of such indexes include, but are not limited to the following: Dow Jones Industrial Average; Consumer Price Index; Standard & Poor's 500 Composite Stock Price Index (S&P 500); Russell 1000 & NASDAQ non-financial 100 and their subsidiary sector indexes.

Performance of an index is historical and does not represent performance of the Trust, and is not a guarantee of future results.

In addition, information may be presented to current or prospective shareholders regarding the purchase of Funds in the secondary market, such as margin requirements, types of orders that may be entered and information concerning short sales.

Evaluation of each Fund's performance or other relevant statistical information made by independent sources may also be used in advertisements and sales literature concerning the Trust, including reprints of, or selections from, editorials or articles about the Trust. Sources for Trust performance information and articles about the Trust include, but are not limited to, the following: American Association of Individual Investors' Journal, a monthly publication of the AAII that includes articles on investment analysis techniques; Barron's, a Dow Jones and Company, Inc. business and financial weekly that periodically reviews investment company performance data; Business Week, a national business weekly that periodically reports the performance rankings of investment companies; CDA Investment Technologies, an organization that provides performance and ranking information through examining the dollar results of hypothetical mutual fund investments and comparing these results against appropriate indexes; Forbes, a national business publication that from time to time reports the performance of specific investment companies; FORTUNE, a national business publication that periodically rates the performance of a variety of investment companies; The Frank Russell Company, a West-Coast investment management firm that periodically evaluates international stock markets and compares foreign equity market performance to U.S. stock market performance; Ibbotson Associates, Inc., a company specializing in investment research and data; Investment Company Data, Inc., an independent organization that provides performance ranking information for broad classes of mutual funds; Investor's Business Daily, a daily newspaper that features financial, economic, and business news;

Kiplinger's Personal Finance Magazine, a monthly investment advisory publication that periodically features the performance of a variety of securities; Lipper Analytical Services, Inc.'s Mutual Fund Performance Analysis, a weekly publication of industry-wide mutual fund averages by type of fund; Money, a monthly magazine that from time to time features both specific funds and the mutual fund industry as a whole; The New York Times, a nationally distributed newspaper that regularly covers financial news; Smart Money, a national personal finance magazine published monthly by Dow Jones & Company, Inc. and The Hearst Corporation that focuses on ideas for investing, spending and saving; Value Line Mutual Fund Survey, an independent publication that provides biweekly performance and other information on mutual funds; The Wall Street Journal, a Dow Jones and Company, Inc. newspaper that regularly covers financial news; Wiesenberger Investment Companies Services, an annual compendium of information about mutual funds and other investment companies, including comparative data on funds' backgrounds, management policies, salient features, management results, income and dividend records and price ranges; Worth, a national publication distributed ten times per year by Capital Publishing Company that focuses on personal finance.

COUNSEL AND INDEPENDENT AUDITORS

Mayer, Brown & Platt serves as counsel to the Trust. Ernst & Young, LLP serve as the independent auditors of the Trust.

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To the Trustees and Shareholder of streetTracks Series Trust:

We have audited the accompanying statements of assets and liabilities of streetTracks Series Trust (comprising, respectively, streetTracks Dow Jones U.S. Large Cap Growth Index Fund, streetTracks Dow Jones U.S. Large Cap Value Index Fund, streetTracks Dow Jones U.S. Small Cap Growth Index Fund, streetTracks Dow Jones U.S. Small Cap Value Index Fund, streetTracks Dow Jones Global Titans Index Fund, streetTracks Wilshire REIT Index Fund, streetTracks Morgan Stanley High Tech 35 Index Fund, streetTracks Morgan Stanley Internet Index Fund, FORTUNE 500 Index Fund, FORTUNE e-50 Index Fund) as of September 20, 2000. These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above presents fairly, in all material respects, the financial position of the aforementioned Funds of streetTracks Series Trust at September 20, 2000 in conformity with accounting principles generally accepted in the United States.

                                                           /s/ Ernst & Young LLP
                                                          ----------------------
                                                           Ernst & Young LLP

Boston, Massachusetts
September 21, 2000

STREETTRACKS(SM) SERIES TRUST

Statements of Assets and Liabilities
SEPTEMBER 20, 2000

                      STREETTRACKS(SM)  STREETTRACKS(SM)   STREETTRACKS(SM)  STREETTRACKS(SM)  STREETTRACKS(SM)   STREETTRACKS(SM)
                        DOW JONES US      DOW JONES US       DOW JONES US      DOW JONES US       DOW JONES           WILSHIRE
                      LARGE CAP GROWTH     LARGE CAP       SMALL CAP GROWTH      SMALL CAP      GLOBAL TITANS           REIT
                         INDEX FUND     VALUE INDEX FUND      INDEX FUND     VALUE INDEX FUND     INDEX FUND         INDEX FUND
------------------------------------------------------------------------------------------------------------------------------------
ASSETS

Cash ...............      $10,000           $10,000             $10,000           $10,000           $10,000           $10,000
                          -------           -------             -------           -------           -------           -------
  Total assets .....       10,000            10,000              10,000            10,000            10,000            10,000
                          -------           -------             -------           -------           -------           -------

NET ASSETS .........      $10,000           $10,000             $10,000           $10,000           $10,000           $10,000
                          =======           =======             =======           =======           =======           =======


NET ASSETS
Paid-in-capital ....      $10,000           $10,000             $10,000           $10,000           $10,000           $10,000
                          -------           -------             -------           -------           -------           -------

NET ASSETS .........      $10,000           $10,000             $10,000           $10,000           $10,000           $10,000
                          =======           =======             =======           =======           =======           =======

Shares outstanding
(unlimited amount
authorized, $0.01
par value) .........        1,000             1,000               1,000             1,000             1,000             1,000

Net asset value per
streetTRACK Share ..      $ 10.00           $ 10.00             $ 10.00           $ 10.00           $ 10.00           $ 10.00

                      STREETTRACKS(SM)  STREETTRACKS(SM)
                       MORGAN STANLEY   MORGAN STANLEY     FORTUNE      FORTUNE
                        HIGH TECH 35       INTERNET         500(R)      E-50(TM)
                         INDEX FUND       INDEX FUND      INDEX FUND   INDEX FUND
---------------------------------------------------------------------------------
ASSETS

Cash ...............      $10,000           $10,000         $10,000     $10,000
                          -------           -------         -------     -------
  Total assets .....       10,000            10,000          10,000      10,000
                          -------           -------         -------     -------

NET ASSETS .........      $10,000           $10,000         $10,000     $10,000
                          =======           =======         =======     =======


NET ASSETS
Paid-in-capital ....      $10,000           $10,000         $10,000     $10,000
                          -------           -------         -------     -------

NET ASSETS .........      $10,000           $10,000         $10,000     $10,000
                          =======           =======         =======     =======

Shares outstanding
(unlimited amount
authorized, $0.01
par value) .........        1,000             1,000           1,000       1,000

Net asset value per
streetTRACK Share ..      $ 10.00           $ 10.00         $ 10.00     $ 10.00

The accompanying notes are an integral part of the financial statements.

STREETTRACKS(SM) SERIES TRUST
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 20, 2000

NOTE 1: ORGANIZATION

The streetTRACKS(SM) Series Trust (the "Trust"), which is registered under the Investment Company Act of 1940, as amended, is an open-end, non-diversified management investment company that was organized as a Massachusetts business trust on June 12, 1998. The Trust currently consists of ten portfolios, streetTRACKS(SM) Dow Jones US Large Cap Growth Index Fund, streetTRACKS(SM) Dow Jones US Large Cap Value Index Fund, streetTRACKS(SM) Dow Jones US Small Cap Growth Index Fund, streetTRACKS(SM) Dow Jones US Small Cap Value Index Fund, streetTRACKS(SM) Dow Jones Global Titans Index Fund, streetTRACKS(SM) Wilshire REIT Index Fund, streetTRACKS(SM) Morgan Stanley High Tech 35 Index Fund, streetTRACKS(SM) Morgan Stanley Internet Index Fund, FORTUNE 500(R) Index Fund and FORTUNE e-50(TM) Index Fund, each of which represents a separate series of beneficial interest in the Trust. The Trust has had no operations to date other than matters relating to its organization and registration and the sale of its shares to State Street Capital Markets, LLC, the sole shareholder of each of the Portfolios. The financial statements have been prepared in conformity with generally accepted accounting principles which require management to make certain estimates and assumptions at the date of the financial statements.

NOTE 2: FEES AND EXPENSES

State Street Bank and Trust Company ("State Street"), the Trust's Adviser, has agreed to bear the initial costs of organization of the Trust. State Street is responsible for determining the composition of the portfolio of securities which must be delivered in exchange for the issuance of Creation Units and for adjusting the composition of each of the portfolios of the Trust to conform to changes in the composition of the relevant Indexes. For these services, State Street receives an advisory fee based on the average daily net assets of the Trust as follows:

Portfolio                                                            Annual Rate
---------                                                            -----------
streetTRACKS(SM) Dow Jones US Large Cap Growth Index Fund               0.20%
streetTRACKS(SM) Dow Jones US Large Cap Value Index Fund                0.20
streetTRACKS(SM) Dow Jones US Small Cap Growth Index Fund               0.25
streetTRACKS(SM) Dow Jones US Small Cap Value Index Fund                0.25
streetTRACKS(SM) Dow Jones Global Titans Index Fund                     0.50
streetTRACKS(SM) Wilshire REIT Index Fund                               0.25
streetTRACKS(SM) Morgan Stanley High Tech 35 Index Fund                 0.50
streetTRACKS(SM) Morgan Stanley Internet Index Fund                     0.50
FORTUNE 500(R) Index Fund                                               0.20
FORTUNE e-50(TM) Index Fund                                             0.20

The Adviser will pay the operating expenses of the Trust, except for the management fee, brokerage, taxes, interest, and expenses of the Independent Trustees (including any Trustee's counsel fees), litigation expenses and other extraordinary expenses.

NOTE 3: CAPITAL

Shares are created and redeemed by the Trust only in Creation Unit size aggregations of 50,000. Transaction fees at scheduled amounts ranging from $1,000 to $10,000 per Creation Unit are charged to those persons creating or redeeming Creation Units. Such transactions are generally permitted only on an in-kind basis, with a balancing cash component to equate the transaction to the net asset value per unit of each portfolio of the Trust on the transaction date.

NOTE 4: SUBSEQUENT EVENT

streetTRACKS(SM) SERIES TRUST
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 20, 2000

The Trust expects to effect a stock split or reverse stock split with a record date of September 22, 2000 and an effective date of the date the initial creation orders are placed, in order to adjust the net asset value per share of each portfolio to a proportion of the value of its respective Index as follows:

Portfolio                                                                  Ratio
---------                                                                  -----
streetTRACKS(SM) Dow Jones US Large Cap Growth Index Fund                   1/20
streetTRACKS(SM) Dow Jones US Large Cap Value Index Fund                    1/10
streetTRACKS(SM) Dow Jones US Small Cap Growth Index Fund                   1/20
streetTRACKS(SM) Dow Jones US Small Cap Value Index Fund                    1/10
streetTRACKS(SM) Dow Jones Global Titans Index Fund                          1/3
streetTRACKS(SM) Wilshire REIT Index Fund                                      1
streetTRACKS(SM) Morgan Stanley High Tech 35 Index Fund                     1/10
streetTRACKS(SM) Morgan Stanley Internet Index Fund                            1
Fortune 500(R) Index Fund                                                   1/10
Fortune e-50(TM) Index Fund                                                 1/10

All capital share activity and per share data for each of the portfolios will be restated to reflect the stock split or reverse stock split.

PART C
OTHER INFORMATION

ITEM 23. Exhibits

(a)(i)          Declaration of Trust was filed on June 28, 1998 and is
                incorporated herein by reference
(a)(ii)         Amended and Restated Declaration of Trust is filed herewith
(b)             Bylaws of the Trust are filed herewith
(c)             Global certificates evidencing shares of the Beneficial Interest, $.01 par value,
                of each Fund are filed herewith
(d)             Investment Management Agreement between the Trust and State Street Bank
                and Trust Company is filed herewith
(e)             Distribution Agreement between the Trust and State Street
                Capital Markets is filed herewith
(f)             Not applicable
(g)             Custodian and Accounting Services Agreement is filed herewith
(h)(i)          Administration Agreement is filed herewith
(h)(ii)         Transfer Agency Services Agreement is filed herewith
(h)(iii)        Form of Participant Agreement is filed herewith
(h)(iv)         Form of Sales and Investor Services Agreement is filed herewith
(i)             Opinion and Consent of Mayer Brown & Platt is filed herewith
(j)(i)          Consent of Ernst & Young, LLC is filed herewith
(k)             Not applicable
(l)             Subscription Agreement(s) between the Trust and State Street Capital
                Markets, LLC is filed herewith
(m)             Distribution and Service Plan is filed herewith
(n)             Not applicable.
(p)(i)          Code of Ethics of the Trust is filed herewith
(p)(ii)         Code of Ethics of the Adviser is filed herewith
(p)(iii)        Distributor has adopted the Code of Ethics used by the Adviser and filed as
                Exhibit (p)(ii)
(q)             Powers of Attorney are filed herewith

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

Immediately prior to the contemplated public offering of the Trust Shares, State Street Capital Markets, LLC will be the sole shareholder of each Fund of the Trust.

ITEM 25. INDEMNIFICATION

Pursuant to Section 5.3 of the Registrant's Amended and Restated Declaration of Trust and under Section 4.8 of the Registrant's By-Laws, the Trust will indemnify any person who is, or has been, a Trustee, officer, employee or agent of the Trust against all expenses reasonably incurred or paid by him/her in connection with any claim, action,

suit or proceeding in which he/she becomes involved as a party or otherwise by virtue of his/her being or having been a Trustee, officer, employee or agent and against amounts paid or incurred by him/her in the settlement thereof, if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Trust, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful. In addition, indemnification is permitted only if it is determined that the actions in question did not render him/her liable by reason of willful misfeasance, bad faith or gross negligence in the performance of his/her duties or by reason of reckless disregard of his/her obligations and duties to the Registrant. The Registrant may also advance money for litigation expenses provided that Trustees, officers, employees and/or agents give their undertakings to repay the Registrant unless their conduct is later determined to permit indemnification.

Pursuant to Section 5.2 of the Registrant's Amended and Restated Declaration of Trust, no Trustee, officer, employee or agent of the Registrant shall be liable for any action or failure to act, except in the case of willful misfeasance, bad faith or gross negligence or reckless disregard of duties to the Registrant. Pursuant to paragraph 9 of the Registrant's Investment Advisory Agreement, the Adviser shall not be liable for any action or failure to act, except in the case of willful misfeasance, bad faith or gross negligence or reckless disregard of duties to the Registrant.

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions of Rule 484 under the Act, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue.

The Registrant hereby undertakes that it will apply the indemnification provision of its by-laws in a manner consistent with Release 11330 of the Securities and Exchange Commission under the Investment Company Act of 1940, so long as the interpretation of Sections 17(h) and 17(i) of such Act remains in effect.

The Registrant maintains insurance on behalf of any person who is or was a Trustee, officer, employee or agent of Registrant, or who is or was serving at the request of Registrant as a trustee, director, officer, employee or agent of another trust or corporation, against any liability asserted against him/her and incurred by him/her or arising out of his/her position. However, in no event will Registrant maintain insurance to

indemnify any such person for any act for which Registrant itself is not permitted to indemnify him/her.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

See "Management" in the STATEMENT OF ADDITIONAL INFORMATION as to the directors and officers of the Adviser is included in its Form ADV filed with the SEC and is incorporated herein by reference thereto.

ITEM 27. PRINCIPAL UNDERWRITERS

(a) State Street Capital Markets, LLC is the Trust's principal underwriter.

(b) The following is a list of the executive officers, directors and partners of State Street Capital Markets, LLC:

Howard Fairweather, Director
David Spina, Director
Stefan Gavell, Director
Nicholas Bonn, Director
Charles Kaye, Director
F. Charles R. Hindmarsh, President and CEO Nicholas Bonn, Executive Vice President and CFO Robert Kilroy, Senior Vice President and Treasurer Mark Hansen, Vice President and Chief Compliance Officer Charles C. Cutrell, III, Secretary
M. Bradley Jacobs, Chief Legal Officer

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS

All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the Rules thereunder will be maintained at the offices of State Street Bank and Trust Company, 2 Avenue de Lafayette, LLC 4, Boston, Massachusetts 02111.

ITEM 29. MANAGEMENT SERVICES

Not applicable.

ITEM 30. UNDERTAKINGS

The Trust hereby undertakes that it will file an amendment to the registration statement with certified financial statements showing the initial capital received before accepting subscriptions from any persons in excess of 25 if the Trust proposes to raise its initial capital pursuant to Section 14(a)(3) of the 1940 Act (15 U.S.C. 80a-14(a)(3)).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of Boston and the Commonwealth of Massachusetts, on the 25th day of September, 2000.

streetTRACKS(SM) SERIES TRUST

By:    /s/ Agustin J. Fleites
       --------------------------
Agustin J. Fleites
President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the registration statement has been signed below by the following person in the capacities and on the date indicated:

SIGNATURES                                  TITLE                                       DATE
----------                                  -----                                       ----
/s/David M. Kelly*                          Trustee                                     September 25, 2000
David M. Kelly

/s/Frank Nesvet*                            Trustee                                     September 25, 2000
Frank Nesvet

/s/Helen F. Peters*                         Trustee                                     September 25, 2000
Helen F. Peters

/s/Timothy B. Harbert*                      Trustee                                     September 25, 2000
Timothy B. Harbert

/s/Nicholas A. Lopardo*                     Trustee                                     September 25, 2000
Nicholas A. Lopardo

*Pursuant to Power of Attorney

By:      /s/ Michael E. Gillespie
         ---------------------------
Michael E. Gillespie
As Attorney-in-Fact

Exhibit List

(a)(ii)         Amended and Restated Declaration of Trust is filed herewith
(b)             Bylaws of the Trust are filed herewith
(c)             Global certificates evidencing shares of the Beneficial Interest, $.01 par value,
                of each Fund are filed herewith
(d)             Investment Management Agreement between the Trust and State Street Bank
                and Trust Company is filed herewith
(e)             Distribution Agreement between the Trust and State Street Capital Markets is
                filed herewith
(g)             Custodian and Accounting Services Agreement is filed herewith
(h)(i)          Administration Agreement is filed herewith
(h)(ii)         Transfer Agency Services Agreement is filed herewith
(h)(iii)        Form of Participant Agreement is filed herewith
(h)(iv)         Form of Sales and Investor Services Agreement is filed herewith
(i)             Opinion and Consent of Mayer Brown & Platt is filed herewith
(j)(i)          Consent of Ernst & Young, LLC is filed herewith
(l)             Subscription Agreement between the Trust and State Street Capital Markets,
                LLC is filed herewith
(m)             Distribution and Service Plan is filed herewith
(p)(i)          Code of Ethics of the Trust is filed herewith
(p)(ii)         Code of Ethics of the Adviser is filed herewith
(q)             Powers of Attorney are filed herewith

Exhibit 99.(a)(ii)

FIRST AMENDED AND RESTATED DECLARATION OF TRUST
OF
streetTRACKS(SM) SERIES TRUST

THE FIRST AMENDED AND RESTATED DECLARATION OF TRUST of streetTRACKS(SM) Series Trust, formerly known as The Index Exchange Listed Securities Trust, is made the 6th day of September, 2000 to the DECLARATION OF TRUST dated the 9th day of June, 1998 and filed the 12th day of June, 1998, by the signatory hereto, as trustee (such person, so long as he shall continue in office in accordance with the terms of this Declaration of Trust, and all other persons who at the time in question have been duly elected or appointed as trustees in accordance with the provisions of this Declaration of Trust and are then in office, being hereinafter called the "Trustees").

WITNESSETH:

WHEREAS, it is the intention that the Trust constitute a trust fund under the laws of The Commonwealth of Massachusetts for the investment and reinvestment of funds contributed thereto; and

WHEREAS, it is provided that the beneficial interests in the trust assets be divided into transferable shares of beneficial Share as hereinafter provided;

NOW, THEREFORE, the Trustees hereby declare that they will hold in trust, all money and property contributed to the trust fund to manage and dispose of the same for the benefit of the Shareholders from time to time of the shares of beneficial interest and subject to the provisions hereof, to wit:

ARTICLE I

SECTION 1.1 NAME. The name of the trust created hereby is the "streetTRACKS(SM) Series Trust," and so far as may be practicable the Trustees shall conduct the Trust's activities, execute all documents and sue or be sued under that name, which name (and the word "Trust" wherever herein used) shall refer to the Trustees as Trustees, and not as individuals, or personally, and shall not refer to the officers, agents, employees or Shareholders of the Trust.

Should the Trustees determine that the use of such name is not advisable, they may use such other name for the Trust as they deem proper and the Trust may hold its property and conduct its activities under such other name.

SECTION 1.2 DEFINITIONS. Wherever they are used herein, the following terms have the following respective meanings:

(a) "BYLAWS" means the Bylaws referred to in Section 3.9 hereof, as from time to time amended.

(b) "CODE" means the United States Internal Revenue Code of 1986, as amended from time to time.

(d) "DECLARATION" means this Declaration of Trust as amended from time to time. Reference in this Declaration of Trust to "DECLARATION," "HEREOF," "HEREIN," and "HEREUNDER" shall be deemed to refer to this Declaration rather than the article or section in which such words appear.

(e) "DISTRIBUTOR" means the party, other than the Trust, to a contract described in Section 4.3 hereof.

(f) "INVESTMENT ADVISER" means any party other than the Trust, to an investment advisory contract described in Section 4.1 hereof.

(g) "MAJORITY SHAREHOLDER VOTE" means the vote of Shareholders holding a majority of Shares, which shall consist of:

i. a majority of Shares represented in person or by proxy and entitled to vote at a meeting of Shareholders at which a quorum, as determined in accordance with the Bylaws, is present;

ii. a majority of Shares issued and outstanding and entitled to vote when action is taken by written consent of Shareholders; and

iii. a "majority of the outstanding voting securities," as the phrase is defined in the 1940 Act, when the 1940 Act requires the vote of such a majority as so defined for the action in question to be taken.

(h) "MANAGER" means any party, other than the Trust, to a management contract described in Section 4.1 hereof.

(i) "1940 ACT" means the Investment Company Act of 1940 and the rules and regulations thereunder as amended from time to time.

(j) "PERSON" means and includes individuals, corporations, partnerships, trusts, associations, joint ventures and other entities, whether or not legal entities, and governments and agencies and political subdivisions thereof.

(k) "REGISTRATION STATEMENT" means the Registration Statement of the Trust under the Securities Act of 1933 as such may be amended or supplemented and filed with the Commission from time to time.

(l) "SERIES" means one of the separately managed components of the Trust (or, if the Trust shall have only one such component, then that one) as set forth in Section 6.1 hereof or as may be established and designated from time to time by the Trustees pursuant to that section.

(m) "SHAREHOLDER" means a record owner of outstanding Shares.

(n) "SHARES" means the units of interest into which the beneficial interest in the Trust shall be divided from time to time, including the shares of any and all series or classes which may be established by the Trustees, and includes fractions of Shares as well as whole Shares.

(o) "TRANSFER AGENT" means the party, other than the Trust, to the contract described in Section 4.4 hereof.

(p) "TRUST" means the streetTRACKS(SM) Series Trust.

(q) "TRUST PROPERTY" means any and all property real or personal, tangible or intangible, which is owned or held by or for the account of the Trust or the Trustees.

(r) "TRUSTEES" means the persons who have signed the Declaration, so long as they shall continue in office in accordance with the terms hereof, and all other persons who may from time to time be duly elected or appointed, qualified and serving as Trustees in accordance with the provisions hereof, and reference herein to a Trustee or the Trustees shall refer to such person or persons in their capacity as trustees hereunder.

ARTICLE II
TRUSTEES

SECTION 2.1 NUMBER OF TRUSTEES. The initial Trustee shall be Edmund J. Burke, 370 17th Street Suite 3100, Denver, Colorado 80202. The Trustees serving as such, whether named above or hereafter becoming Trustees, may increase or decrease the number of Trustees to a number other than the number theretofore determined, so long as the number shall never be less than two (2); provided, however, that the number of Trustees may be one (1) until such time as the initial Trustee shall elect additional Trustees.

SECTION 2.2 ELECTION AND TERM. Trustees may become such by election by Shareholders or by the Trustees then in office pursuant to Section 2.4 hereof. The Trustees shall have the power to set and alter the terms of office of the Trustees, and they may at any time lengthen or lessen their own terms or make their terms of unlimited duration, subject to the resignation and removal provisions of Section 2.3 hereof. The Trustees may adopt Bylaws that divide the Trustees into classes and prescribe the tenure of office of the several classes. The Trustees may elect their own successors and may, pursuant to Section 2.4 hereof, appoint Trustees to fill vacancies. The Trustees shall adopt Bylaws not inconsistent with this Declaration or any provision of law to provide for election of Trustees by Shareholders at such time or times as the Trustees shall determine to be necessary or advisable.

SECTION 2.3 RESIGNATION AND REMOVAL. Any Trustee may resign his or her trust (without need for prior or subsequent accounting) by an instrument in writing signed by him or her and delivered to the other Trustees and such resignation shall be effective upon such delivery, or at a later date according to the terms of the instrument. Any of the Trustees may be removed (provided the aggregate number of Trustees after such removal shall not be less than one) by the action of two-thirds of the remaining Trustees or by the action of Shareholders holding of record of not less than two-thirds of the Shares outstanding and entitled to vote thereupon (for purposes of determining the circumstances and procedures under which such removal by the Shareholders may take place, the provisions of Section 16(c) of the 1940 Act shall be applicable to the same extent as if the Trust were subject to the provisions of that Section). Upon the resignation or removal of a Trustee, or his or her otherwise ceasing to be a Trustee, he or she shall execute and deliver such documents as the remaining Trustees shall require for the purpose of conveying to the Trust or the remaining Trustees any Trust Property held in the name of the resigning or removed Trustee. Upon the incapacity or death of any Trustee, his or her legal representative shall execute and deliver on his or her behalf such documents as the remaining Trustees shall require as provided in the preceding sentence. The provisions of this Section 2.3 may not be amended except by a vote of Shareholders holding not less than two-thirds of the Shares.

SECTION 2.4 VACANCIES. The term of office of a Trustee shall terminate and a vacancy shall occur in the event of the death, resignation, removal, bankruptcy, adjudicated incompetence or other incapacity to perform the duties of the office of a Trustee. No such vacancy shall operate to annul the Declaration or to revoke any existing agency created pursuant to the terms of the Declaration. In the case of an existing vacancy, the remaining Trustees or, prior to the public offering of Shares of the Trust, if only one Trustee shall then remain in office, the remaining Trustee, shall fill such vacancy by the appointment of such other Person as they or he/she, in their or his/her discretion, shall see fit, made by a written instrument signed by a majority of the remaining Trustees or by the remaining Trustee, as the case may be. An appointment of a Trustee may be made in anticipation of a vacancy to occur at a later date by reason of retirement, resignation or increase in the number of Trustees, provided that such appointment shall not become effective prior to such retirement, resignation or increase in the number of Trustees. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided in this Section 2.4, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by the Declaration. A written instrument certifying the existence of

such vacancy signed by a majority of the Trustees shall be conclusive evidence of the existence of such vacancy.

SECTION 2.5 DELEGATION OF POWER TO OTHER TRUSTEES. Any Trustee may, by power of attorney, delegate his or her power for a period not exceeding six (6) months at any one time to any other Trustee or Trustees; provided that in no case shall fewer than two (2) Trustees personally exercise the powers granted to the Trustees under the Declaration except as herein otherwise expressly provided.

ARTICLE III
POWERS OF TRUSTEES

SECTION 3.1 GENERAL. The Trustees shall have exclusive and absolute control over the Trust Property and over the business of the Trust to the same extent as if the Trustees were the sole owners of the Trust Property and business in their own right, but with such powers of delegation as may be permitted by the Declaration. The Trustees shall have power to conduct the business of the Trust and carry on its operations in any and all of its branches and maintain offices both within and without The Commonwealth of Massachusetts, in any and all states of the United States of America, in the District of Columbia, and in any and all commonwealths, territories, dependencies, colonies, possessions, agencies or instrumentalities wheresoever in the world they may be located as they deem necessary, proper or desirable in order to promote the interests of the Trust although such things are not herein specifically mentioned. Any determination as to what is in the interests of the Trust made by the Trustees in good faith shall be conclusive. In construing the provisions of the Declaration, the presumption shall be in favor of a grant of power to the Trustees.

The enumeration of any specific power herein shall not be construed as limiting the aforesaid power. Such powers of the Trustees may be exercised without order of or resort to any court.

SECTION 3.2 INVESTMENTS. The Trustees shall have the power to:

a) conduct, operate and carry on the business of an investment company;

b) subscribe for, invest in, reinvest in, purchase or otherwise acquire, hold, pledge, sell, assign, transfer, exchange, distribute, lend or otherwise deal in or dispose of negotiable or nonnegotiable instruments, obligations, evidences of indebtedness, certificates of deposit or indebtedness, commercial paper, repurchase agreements, reverse repurchase agreements, options, commodities, commodity future contracts and related options, currencies, currency futures and forward contracts, and other securities, investment contracts and other instruments of any kind, including, without limitation, those issued, guaranteed or sponsored by any and all Persons including, without limitation, states, territories and possessions of the United States, the District of Columbia and any of the political subdivisions, agencies or

instrumentalities thereof, and by the United States Government or its agencies or instrumentalities, foreign or international instrumentalities, or by any bank or savings institution, or by any corporation or organization organized under the laws of the United States or of any state, territory or possession thereof, and of corporations or organizations organized under foreign laws, or in "when issued" contracts for any such securities, or retain Trust assets in cash and from time to time change the investments of the assets of the Trust; and to exercise any and all rights, powers and privileges of ownership or interest in respect of any and all such investments of every kind and description, including, without limitation, the right to consent and otherwise act with respect thereto, with power to designate one or more persons, firms, associations or corporations to exercise any of said rights, powers and privileges in respect of any of said instruments.

The Trustees shall not be limited to investing in obligations maturing before the possible termination of the Trust, nor shall the Trustees be limited by any law limiting the investments which may be made by fiduciaries.

SECTION 3.3 LEGAL TITLE. Legal title to all the Trust Property shall be vested in the Trustees as joint tenants except that the Trustees shall have power to cause legal title to any Trust Property to be held by or in the name of one or more of the Trustees, or in the name of the Trust, or in the name of any other Person as nominee, on such terms as the Trustees may determine, provided that the interest of the Trust therein is appropriately protected. The right, title and interest of the Trustees in the Trust Property shall vest automatically in each Person who may hereafter become a Trustee. Upon the resignation, removal or death of a Trustee he or she shall automatically cease to have any right, title or interest in any of the Trust Property, and the right, title and interest of such Trustee in the Trust Property shall vest automatically in the remaining Trustees. Such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered.

SECTION 3.4 ISSUANCE AND REPURCHASE OF SECURITIES. The Trustees shall have the power to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in Shares and, subject to the provisions set forth in Articles VII, VIII, and IX and Section 6.9 hereof, to apply to any such repurchase, redemption, retirement, cancellation or acquisition of Shares any funds or property of the Trust, whether capital or surplus or otherwise, to the full extent now or hereafter permitted by the laws of The Commonwealth of Massachusetts governing business corporations.

SECTION 3.5 BORROWING MONEY; LENDING TRUST ASSETS. The Trustees shall have power to borrow money or otherwise obtain credit and to secure the same by mortgaging, pledging or otherwise subjecting as security the assets of the Trust, to endorse, guarantee, or undertake the performance of any obligation, contract or engagement of any other Person and to lend Trust assets.

SECTION 3.6 DELEGATION; COMMITTEES. The Trustees shall have power, consistent with their continuing exclusive authority over the management of the Trust and the Trust Property, to delegate from time to time to such of their number or to officers, employees or agents of the Trust the doing of such things and the execution of such instruments either in the name of the Trust or the names of the Trustees or otherwise as the Trustees may deem expedient.

SECTION 3.7 COLLECTION AND PAYMENT. Subject to Section 6.9 hereof, the Trustees shall have power to collect all property due to the Trust; to pay all claims, including taxes, against the Trust Property; to prosecute, defend, compromise or abandon any claims relating to the Trust Property; to foreclose any security interest securing any obligations, by virtue of which any property is owed to the Trust; and to enter into releases, agreements and other instruments.

SECTION 3.8 EXPENSES. Subject to Section 6.9 hereof, the Trustees shall have the power to incur and pay any expenses which in the opinion of the Trustees are necessary or incidental to carry out any of the purposes of the Declaration, and to pay reasonable compensation from the funds of the Trust to themselves as Trustees. The Trustees shall fix the compensation of all officers, employees and Trustees.

SECTION 3.9 MANNER OF ACTING; BYLAWS. Except as otherwise provided herein or in the Bylaws or by any provision of law, any action to be taken by the Trustees may be taken by a majority of the Trustees present at a meeting of Trustees (a quorum being present), including any meeting held by means of a conference telephone circuit or similar communications equipment by means of which all persons participating in the meeting can hear each other, or by written consents of all the Trustees. The Trustees may adopt Bylaws not inconsistent with this Declaration to provide for the conduct of the business of the Trust and may amend or repeal such Bylaws to the extent such power is not reserved to the Shareholders.

SECTION 3.10 MISCELLANEOUS POWERS. The Trustees shall have the power to:

(a) employ or contract with such Persons as the Trustees may deem desirable for the transaction of the business of the Trust or any Series thereof;

(b) enter into joint ventures, partnerships and any other combinations or associations;

(c) remove Trustees or fill vacancies in or add to their number, elect and remove such officers and appoint and terminate such agents or employees as they consider appropriate, and appoint from their own number, and terminate, any one or more committees which may exercise some or all of the power and authority of the Trustees as the Trustees may determine;

(d) purchase and pay for out of Trust Property or the property of the appropriate Series of the Trust, insurance policies insuring the Shareholders, Trustees, officers, employees, agents, investment advisers, distributors, selected dealers or independent contractors of the Trust against all claims arising by reason of holding any such position or by reason of any action taken or omitted to be taken by any such Person in such capacity, whether or not constituting negligence, or whether or not the Trust would have the power to indemnify such Person against such liability;

(e) establish pension, profit-sharing, Share purchase, and other retirement, incentive and benefit plans for any Trustees, officers, employees and agents of the Trust;

(f) indemnify, to the extent permitted by law, any person with whom the Trust or any Series thereof has dealings, including any Investment Adviser, Administrator, Distributor, Transfer Agent and selected dealers, to such extent as the Trustees shall determine;

(g) guarantee indebtedness or contractual obligations of others;

(h) determine and change the fiscal year of the Trust or any Series thereof and the method by which its accounts shall be kept; and

(i) adopt a seal for the Trust but the absence of such seal shall not impair the validity of any instrument executed on behalf of the Trust.

SECTION 3.11 LITIGATION. The Trustees shall have the power to engage in and to prosecute, defend, compromise, abandon, or adjust, by arbitration, or otherwise, any actions, suits, proceedings, disputes, claims, and demands relating to the Trust, and out of the assets of the Trust or any Series thereof to pay or to satisfy any debts, claims or expenses incurred in connection therewith, including those of litigation, and such power shall include, without limitation, the power of the Trustees or any appropriate committee thereof, in the exercise of their or its good faith business judgment, to dismiss any action, suit, proceeding, dispute, claim, or demand, derivative or otherwise, brought by any person, including a Shareholder in its own name or the name of the Trust, whether or not the Trust or any of the Trustees may be named individually therein or the subject matter arises by reason of business for or on behalf of the Trust.

ARTICLE IV
INVESTMENT ADVISER,
MANAGER, DISTRIBUTOR, CUSTODIAN
AND TRANSFER AGENT

SECTION 4.1 INVESTMENT ADVISER AND MANAGER. Subject to applicable provisions of the 1940 Act, the Trustees may in their discretion from time to time enter into one or more investment advisory and management contracts or, if the Trustees establish multiple Series, separate investment advisory and management contracts with respect to one or more Series whereby the other party or parties to any such contracts shall undertake to furnish the Trust or such Series such management, investment advisory, administration, accounting, legal, statistical and research facilities and services, promotional or marketing activities, and such other facilities and services, if any, as the Trustees shall from time to time consider desirable and all upon such terms and conditions as the Trustees may in their discretion determine. Notwithstanding any provisions of the Declaration, the Trustees may authorize the Investment Advisers, or any of them, under any such contracts (subject to such general or specific instructions as the Trustees may from time to time adopt) to effect purchases, sales, loans or exchanges of portfolio securities and other investments of the Trust on behalf of the Trustees or may authorize any officer, employee or Trustee to effect such purchases, sales, loans or exchanges pursuant to recommendations of such Investment Advisers, or any of them (and all without further action by the Trustees). Any such purchases, sales, loans and exchanges shall be deemed to have been authorized by all of the Trustees.

SECTION 4.2 ADMINISTRATIVE SERVICES. The Trustees may in their discretion from time to time enter into an administration contract whereby the other party shall agree to provide the Trustees or the Trust administrative personnel and services to operate the Trust on a daily or other basis, on such terms and conditions as the Trustees may in their discretion determine. Such services may be provided by one or more persons or entities.

SECTION 4.3 DISTRIBUTOR. The Trustees may in their discretion from time to time enter into one or more contracts, providing for the sale of Shares to net the Trust or the applicable Series of the Trust not less than the net asset value per Share (as described in Article VIII hereof) and pursuant to which the Trust may either agree to sell the Shares to the other parties to the contracts, or any of them, or appoint any such other party its sales agent for such Shares. In either case, any such contract shall be on such terms and conditions as the Trustees may in their discretion determine not inconsistent with the provisions of this Article IV including, without limitation, the provision for the repurchase or sale of Shares of the Trust by such other party as principal or as agent of the Trust.

SECTION 4.4 TRANSFER AGENT. The Trustees may, in their discretion, from time to time enter into a transfer agency and shareholder service contract whereby the other party to such contract shall undertake to furnish transfer agency and shareholder services to the Trust and its Shareholders. The contract shall have such terms and conditions as the Trustees may, in their discretion, determine not inconsistent with the Declaration. Such service may be provided by one or more Persons.

SECTION 4.5 CUSTODIAN. The Trustees may appoint or otherwise engage one or more banks, broker-dealers or trust companies, to serve as custodian with authority as its agent, but subject to applicable requirements of the 1940 Act and to such restrictions, limitations and other requirements, if any, as may be contained in the Bylaws of the Trust.

SECTION 4.6 PARTIES TO CONTRACT. Any contract of the character described in Sections 4.1, 4.2, 4.3, 4.4 or 4.5 of this Article IV and any other contract may be entered into with any Person, although one or more of the Trustees or officers of the Trust may be an officer, director, trustee, Shareholder, or member of such other party to the contract, and no such contract shall be invalidated or rendered voidable by reason of the existence of any such relationship; nor shall any Person holding such relationship be liable merely by reason of such relationship for any loss or expense to the Trust under or by reason of said contract or accountable for any profit realized directly or indirectly therefrom, provided that the contract when entered into was not inconsistent with the provisions of this Article IV. The same Person may be the other party to any contracts entered into pursuant to Sections 4.1, 4.2, 4.3, 4.4 or 4.5 above or otherwise, and any individual may be financially interested or otherwise affiliated with Persons who are parties to any or all of the contracts mentioned in this Section 4.6.

ARTICLE V
LIMITATIONS OF LIABILITIES OF SHAREHOLDERS,
TRUSTEES AND OTHERS

SECTION 5.1 NO PERSONAL LIABILITY OF SHAREHOLDERS, TRUSTEES, ETC. No Shareholder shall be subject to any personal liability whatsoever to any Person in connection with Trust Property or the acts, obligations or affairs of the Trust. The Trust shall indemnify out of the property of the Trust and hold each Shareholder harmless from and against all claims and liabilities, to which such Shareholder may become subject by reason of his being or having been a Shareholder, and shall reimburse such Shareholder for all legal and other expenses reasonably incurred by him in connection with any such claim or liability; provided that, in the event the Trust shall consist of more than one Series, Shareholders of a particular Series who are faced with claims or liabilities solely by reason of their status as Shareholders of that Series shall be limited to the assets of that Series for recovery of such loss and related expenses. The rights accruing to a Shareholder under this Section 5.1 shall not exclude any other right to which such Shareholder may be lawfully entitled, nor shall anything herein contained restrict the right of the Trust to indemnify or reimburse a Shareholder in any appropriate situation even though not specifically provided herein.

SECTION 5.2 NONLIABILITY OF TRUSTEES, ETC. No Trustee, officer, employee or agent of the Trust shall be liable to the Trust or its Shareholders for any action or failure to act (including, without limitation, the failure to compel in any way any former or acting Trustee to redress any breach of trust) except for his or her own bad faith, willful misfeasance, gross negligence or reckless disregard of his or her duties, and all such Persons shall look solely to the Trust Property, or to the Property of one or more specific Series of the Trust if the claim arises from the conduct of such Trustee, officer, employee or agent with respect to only such Series, for satisfaction of claims of any nature arising in connection with the affairs of the Trust.

SECTION 5.3 INDEMNIFICATION.

(a) The Trustees shall provide for indemnification by the Trust, or by one or more Series thereof if the claim arises from his or her conduct with respect to only such Series, of any person who is, or has been, a Trustee, officer, employee or agent of the Trust against all liability and against all expenses reasonably incurred or paid by him or her in connection with any claim, action, suit or proceeding in which he or she becomes involved as a party or otherwise by virtue of his or her being or having been a Trustee, officer, employee or agent and against amounts paid or incurred by him or her in the settlement thereof, in such manner as the Trustees may provide from time to time in the Bylaws.

(b) The word "claim," "action," "suit," or "proceeding" shall apply to all claims, actions, suits and proceedings (civil, criminal, or other, including appeals), actual or threatened; and the words "liability" and "expenses" shall include, without limitation, attorneys' fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.

SECTION 5.4 NO BOND REQUIRED OF TRUSTEES. No Trustee shall be obligated to give any bond or other security for the performance of any of his or her duties hereunder.

SECTION 5.5 NO DUTY OF INVESTIGATION; NOTICE IN TRUST INSTRUMENTS, ETC. No purchaser, lender, transfer agent or other Person dealing with the Trustees or any officer, employee or agent of the Trust or a Series thereof shall be bound to make any inquiry concerning the validity of any transaction purporting to be made by the Trustees or by said officer, employee or agent or be liable for the application of money or property paid, loaned or delivered to or on the order of the Trustees or of said officer, employee or agent. Every obligation, contract, instrument, certificate, Share, other security of the Trust or a Series thereof or undertaking, and every other act or thing whatsoever executed in connection with the Trust shall be conclusively presumed to have been executed or done by the executors thereof only in their capacity as officers, employees or agents of the Trust or a Series thereof. Every written obligation, contract, instrument, certificate, Share, other security of the Trust or undertaking made or issued by the Trustees shall recite that the same is executed or made by them not individually, but as Trustees under the Declaration, and that the obligations of the Trust or a Series thereof under any such instrument are not binding upon any of the Trustees or Shareholders, individually, but bind only the Trust Property (or, in the event the Trust shall consist of more than one Series, in the case of any such obligation which relates to a specific Series, only the Series which is a party thereto), and may contain any further recital which they or he or she may deem appropriate, but the omission of such recital shall not affect the validity of such obligation, contract instrument, certificate, Share, security or undertaking and shall not operate to bind the Trustees, officers, employees or agents, individually. The Trustees shall at all times maintain insurance for the protection of the Trust Property, its Shareholders, Trustees, officers, employees and agents in such amount as the Trustees shall deem adequate to cover

possible tort liability, and such other insurance as the Trustees in their sole judgment shall deem advisable.

SECTION 5.6 RELIANCE ON EXPERTS, ETC. Each Trustee and officer or employee of the Trust shall, in the performance of his or her duties, be fully and completely justified and protected with regard to any act or any failure to act resulting from reliance in good faith upon the books of account or other records of the Trust, upon an opinion of counsel, or upon reports made to the Trust by any of its officers or employees or by any Investment Adviser, Distributor, Transfer Agent, selected dealers, accountants, appraisers or other experts or consultants selected with reasonable care by the Trustees, officers or employees of the Trust, regardless of whether such counsel or expert may also be a Trustee.

ARTICLE VI
SHARES OF BENEFICIAL INTEREST

SECTION 6.1 SHARES. The interests of beneficiaries hereunder shall be divided into transferable Shares of $.01 par value. The number of such Shares authorized hereunder is unlimited. The Trustees shall have the authority to establish and designate one or more Series or classes of Shares. Each Share of any Series shall represent an equal proportionate Share in the assets of that Series with each other Share in that Series. The Trustees may divide or combine the Shares of any Series into a greater or lesser number of Shares of that Series without thereby changing the proportionate interest of the assets of that Series. Subject to the provisions of Section 6.9 hereof, the Trustees may also authorize the creation of additional series of Shares (the proceeds of which may be invested in separate, independently managed portfolios) and additional classes of Shares within any series. All Shares issued hereunder including, without limitation, Shares issued in connection with a dividend in Shares or a split in Shares, shall be fully paid and nonassessable.

SECTION 6.2 RIGHTS OF SHAREHOLDERS. The ownership of the Trust Property of every description and the right to conduct any business herein before described are vested exclusively in the Trustees, and the Shareholders shall have no interest therein other than the beneficial interest conferred by their Shares, and they shall have no right to call for any partition of division of any property, profits, rights or interest of the Trust nor can they be called upon to assume any losses of the Trust or suffer an assessment of any kind by virtue of their ownership of Shares. The Shares shall be personal property giving only the rights in the Declaration specifically set forth.

The Shares shall not entitle the Shareholder to preference, preemptive, appraisal, conversion or exchange rights, except as the Trustees may determine with respect to any series of Shares.

SECTION 6.3 TRUST ONLY. It is the intention of the Trustees to create only the relationship of Trustee and beneficiary between the Trustees and each Shareholder from time to time. It is not the intention of the Trustees to create a general partnership, limited partnership, joint stock association, corporation, bailment or any form of legal relationship other than a trust.

Nothing in the Declaration shall be construed to make the Shareholders, either by themselves or with the Trustees, partners or members of a joint stock association.

SECTION 6.4 ISSUANCE OF SHARES. The Trustees, in their discretion may, from time to time without vote of the Shareholders, issue Shares of any Series, in addition to the then issued and outstanding Shares and Shares held in the treasury, to such party or parties and for such amount and type of consideration, including cash or property, at such time or times and on such terms as the Trustees may deem best, and may in such manner acquire other assets (including the acquisition of assets subject to, and in connection with the assumption of liabilities) and businesses. In connection with any issuance of Shares, the Trustees may issue fractional Shares. The Trustees may from time to time divide or combine the Shares of any Series into a greater or lesser number without thereby changing the proportionate beneficial interest of that Series. Contributions to the Trust may be accepted for, and Shares shall be redeemed as, whole Shares and/or fractions of a Share as described in the Registration Statement.

SECTION 6.5 REGISTER OF SHARES. A register shall be kept in respect of each Series at the principal office of the Trust or at an office of the Transfer Agent which shall contain the names and addresses of the Shareholders and the number of Shares of each Series held by them respectively and a record of all transfers thereof. Such register may be in written form or any other form capable of being converted into written form within a reasonable time for visual inspection. Such register shall be conclusive as to who are the Shareholders and who shall be entitled to receive dividends or distributions or otherwise to exercise or enjoy the rights of Shareholders. No Shareholder shall be entitled to receive payment of any dividend or distribution, nor to have notice given to him as herein or in the Bylaws provided, until he has given his address to the Transfer Agent or such other officer or agent of the Trustees as shall keep the said register for entry thereon. It is not contemplated that certificates will be issued for the Shares; however, the Trustees, in their discretion, may authorize the issuance of Share certificates and promulgate appropriate rules and regulations as to their use.

SECTION 6.6 TRANSFER OF SHARES. Shares shall be transferable on the records of the Trust only by the record Shareholder or by his agent thereunto duly authorized in writing, upon delivery to the Trustees or the Transfer Agent of a duly executed instrument of transfer, together with such evidence of the genuineness of each such execution and authorization and of other matters as may reasonably be required. Upon such delivery the transfer shall be recorded on the register of the Trust. Until such record is made, the "Shareholder of record" shall be deemed to be the holder of such Shares for all purposes hereunder and neither the Trustees nor any Transfer Agent or registrar nor any officer, employee or agent of the Trust shall be affected by any notice of the proposed transfer. Any person becoming entitled to any Shares in consequence of the death, bankruptcy, or incompetence of any Shareholder, or otherwise by operation of law, shall be recorded on the register of Shares as the holder of such Shares upon production of the proper evidence thereof to the Trustees or the Transfer Agent, but until such record is made, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereunder and neither the Trustees nor any Transfer Agent or registrar, nor any officer or agent of the Trust shall be affected by any notice of such death, bankruptcy or incompetence, or other operation of law, except as may otherwise be provided by the laws of The Commonwealth of Massachusetts.

SECTION 6.7 NOTICES. Any and all notices to which any Shareholder may be entitled and any and all communications shall be deemed duly served or given if mailed, postage prepaid, addressed to any Shareholder of record at his last known address as recorded on the register of the Trust. Annual reports and proxy statements need not be sent to a Shareholder if: (i) an annual report and proxy statement for two consecutive annual meetings, or (ii) all, and at least two, checks (if sent by first class mail) in payment of dividends or Share and Shares during a twelve month period have been mailed to such Shareholder's address and have been returned undelivered. However, delivery of such annual reports and proxy statements shall resume once a Shareholder's current address is determined.

SECTION 6.8 VOTING POWERS. The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Section 2.2 hereof, (ii) for the removal of Trustees as provided in Section 2.3 hereof, (iii) with respect to termination of the Trust as provided in Section 9.2, (iv) with respect to any amendment of the Declaration to the extent and as provided in
Section 9.3, (v) with respect to any merger, consolidation or sale of assets as provided in Section 9.4, (vi) with respect to incorporation of the Trust to the extent and as provided in Section 9.5, (vii) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders (provided that Shareholders of a Series are not entitled to vote in connection with the bringing of a derivative or class action with respect to any matter which only affects another Series or its Shareholders), and (viii) with respect to such additional matters relating to the Trust as may be required by law, the Declaration, the Bylaws or any registration of the Trust with the Commission (or any successor agency) or any state, or as and when the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote, except that Shares held in the treasury of the Trust as of the record date, as determined in accordance with the Bylaws, shall not be voted. On any matter submitted to a vote of Shareholders, all Shares shall be voted by individual Series except (1) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series; and (2) when the Trustees have determined that the matter affects only the interest of one or more Series, then only the Shareholders of such Series shall be entitled to vote thereon. The Trustees may, in conjunction with the establishment of any further Series or any classes of Shares, establish conditions under which the several series or classes of Shares shall have separate voting rights or no voting rights. There shall be no cumulative voting in the election of Trustees. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, the Declaration or the Bylaws to be taken by Shareholders. The Bylaws may include further provisions for Shareholders' votes and meetings and related matters.

SECTION 6.9 SERIES OR CLASSES OF SHARES. The following provisions are applicable regarding the Series of Shares of the Trust established pursuant to
Section 6.1 hereof, and all provisions relating to the Trust shall apply equally to each Series thereof except as the context requires:

a) The number of Shares that may be issued shall be unlimited.

b) All consideration received by the Trust for the issue or sale of Shares of a particular Series or class together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to that Series or class for all purposes, subject only to the rights of creditors, and shall be so recorded upon the books of account of the Trust. In the event that there are any assets, income, earnings, profits, and proceeds thereof, funds, or payments which are not readily identifiable as belonging to any particular Series or class, the Trustees, or their designees, shall allocate them among any one or more of the Series or classes established and designated from time to time in such manner and on such basis as they, in their sole discretion, deem fair and equitable. Each such allocation by the Trustees shall be conclusive and binding upon the Shareholders of all Series or classes for all purposes. No Shareholder of any Series shall have any claim on or right to any assets allocated or belonging to any other Series.

c) The assets belonging to each particular Series shall be charged with the liabilities of the Trust in respect of that Series and all expenses, costs, charges and reserves attributable to that Series. All expenses and liabilities incurred or arising in connection with a particular Series, or in connection with the management thereof, shall be payable solely out of the assets of that Series and creditors of a particular Series shall be entitled to look solely to the property of such Series for satisfaction of their claims. Any general liabilities, expenses, costs, charges or reserves of the Trust which are not readily identifiable as belonging to any particular Series shall be allocated and charged by the Trustees, or their designees, to and among any one or more of the Series established and designated from time to time in such manner and on such basis as the Trustees, or their designees, in their sole discretion deem fair and equitable. Each allocation of liabilities, expenses, costs, charges and reserves by the Trustees shall be conclusive and binding upon the Shareholders of all Series for all purposes. The Trustees shall have full discretion to determine which items shall be treated as income and which items as capital; and each such determination and allocation shall be conclusive and binding upon the Shareholders.

d) The power of the Trustees to pay dividends and make distributions shall be governed by Section 8.2 of this Declaration with respect to any one or more Series or classes of Shares which represents the interest of the assets of the Trust immediately prior to the

establishment of any additional Series or classes. With respect to any other Series or class, dividends and distributions on Shares of a particular Series or class may be paid with such frequency as the Trustees may determine, which may be daily or otherwise, pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders of that Series or class, from such of the income and capital gains, accrued or realized, from the assets belonging to that Series or class, as the Trustees may determine, after providing for actual and accrued liabilities belonging to that Series or class. All dividends and distributions on Shares of a particular Series or class shall be distributed pro rata to the Shareholders of that Series or class in proportion to the number of Shares of that Series or Class held by such Shareholders at the date and time of record established for the payment of such dividends or distributions.

e) The Trustees shall have the power to determine the designations, preferences, privileges, limitations and rights, including voting and dividend rights, of each class and Series of Shares.

f) The establishment and designation of any Series or class of Shares pursuant to Section 6.1 hereof shall be effective by resolution adopted by a majority of the then Trustees setting forth such establishment and designation and the relative rights, preferences, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of Redemption of such Series or class, or as otherwise provided in such instrument. At any time that there are no Shares outstanding of any particular Series or class previously established and designated, the Trustees may, by a resolution adopted by a majority of their number, abolish that Series or class and the establishment and designation thereof.

g) Each Share shall represent an interest in the net assets of such Series. Each Shareholder of Shares of a Series shall be entitled to receive his pro rata Share of distributions of income and capital gains made with respect to such Series. In the event of the liquidation of a particular Series, the Shareholders of that Series which has been established and designated and which is being liquidated shall be entitled to receive, when and as declared by the Trustees, the excess of the assets belonging to that Series over the liabilities belonging to that Series. The Shareholders of any Series shall not be entitled hereby to any distribution upon liquidation of any other Series. The assets so distributable to the Shareholders of any Series shall be distributed among such Shareholders in proportion to the Shares of that Series held by them and recorded on the books of the Trust. The liquidation of any particular Series in which there are Shares then outstanding

may be authorized by an instrument in writing, without a meeting, signed by a majority of the Trustees then in office, subject to the approval of a Majority Shareholder Vote.

h) Subject to compliance with the requirements of the 1940 Act, the Trustees shall have the authority to provide that the holders of Shares of any Series or class shall have the right to convert or exchange said Shares into Shares of one or more Series of Shares in accordance with such requirements and procedures as may be established by the Trustees.

ARTICLE VII
REDEMPTIONS

SECTION 7.1 REDEMPTIONS. Each Shareholder of a particular Series shall have the right at such times as may be permitted by the Trust to require the Trust to redeem all or any part of his Shares of that Series, upon and subject to the terms and conditions provided in this Article VII, in accordance with and pursuant to procedures or methods prescribed or approved by the Trustees and, in the case of any Series now or hereafter authorized, if so determined by the Trustees, shall be redeemable only in aggregations of such number of Shares and at such times as may be determined by, or determined pursuant to procedures or methods prescribed by or approved by, the Trustees from time to time with respect to such Series. The number of Shares comprising an aggregation for purposes of redemption or repurchase so determined from time to time with respect to any Series shall be referred to herein as a "Creation Unit" and collectively, as "Creation Units". The Trustees shall have the unrestricted power to determine from time to time the number of Shares constituting a Creation Unit by resolutions adopted at any regular or special meeting of the Trustees. Each Shareholder of a Creation Unit aggregation of a Series, upon request to the Trust accompanied by surrender of the appropriate stock certificate or certificates in proper form for transfer if certificates have been issued to such Shareholder, or in accordance with such other procedures as may from time to time be in effect if certificates have not been issued, shall be entitled to require the Trust to redeem all or any number of such Shareholder's Shares standing in the name of such Shareholder on the books of the Trust, but in the case of Shares of any Series as to which the Trustees have determined that such Shares shall be redeemable only in Creation Unit aggregations, only in such Creation Unit aggregations of Shares of such Series as the Trustees may determine from time to time in accordance with this Section
7.1. The Trust shall, upon application of any Shareholder or pursuant to authorization from any Shareholder, redeem or repurchase from such Shareholder outstanding Shares for an amount per Share determined by the Trustees in accordance with any applicable laws and regulations; provided that (i) such amount per Share shall not exceed the cash equivalent of the proportionate Share of each Share or of any class or Series of Shares of the assets of the Trust at the time of the redemption or repurchase and (ii) if so authorized by the Trustees, the Trust may, at any time and from time to time, charge fees for effecting such redemption or repurchase, at such rates as the Trustees may establish, as and to the extent permitted under the 1940 Act, and may, at any time and from time to time, pursuant to such Act and such rules and regulations, suspend such right of redemption. The procedures for effecting and suspending redemption shall be as set forth in the Registration Statement from time to time. Payment may be in cash,

securities or a combination thereof, as determined by or pursuant to the direction of the Trustees from time to time.

SECTION 7.2 REDEMPTION AT THE OPTION OF THE TRUST. Each Share of the Trust or any Series of the Trust shall be subject to redemption at the option of the Trust at the redemption price which would be applicable if such Share were then being redeemed by the Shareholder pursuant to Section 7.1: (i) at any time, if the Trustees determine in their sole discretion that failure to so redeem may have materially adverse consequences to the Shareholders of the Trust or of any Series, or (ii) upon such other conditions with respect to maintenance of Shareholder accounts of a minimum amount as may from time to time be determined by the Trustees and set forth in the then current Registration Statement. Upon such redemption the holders of the Shares so redeemed shall have no further right with respect thereto other than to receive payment of such redemption price.

SECTION 7.3 EFFECT OF SUSPENSION OF DETERMINATION OF NET ASSET VALUE. If, pursuant to Section 7.4 hereof, the Trustees shall declare a suspension of the determination of net asset value with respect to Shares of the Trust or of any Series thereof, the rights of Shareholders (including those who shall have applied for redemption pursuant to Section 7.1 hereof but who shall not yet have received payment) to have Shares redeemed and paid for by the Trust or a Series thereof shall be suspended until the termination of such suspension is declared. Any record Shareholder who shall have his redemption right so suspended may, during the period of such suspension, by appropriate written notice of revocation at the office or agency where application was made, revoke any application for redemption not honored and withdraw any certificates on deposit. The redemption price of Shares for which redemption applications have not been revoked shall be the net asset value of such Shares next determined as set forth in Section 8.1 after the termination of such suspension.

SECTION 7.4 SUSPENSION OF RIGHT OF REDEMPTION. The Trust may declare a suspension of the right of redemption or postpone the date of payment or redemption for the whole or any part of any period (i) during which the New York Stock Exchange is closed other than customary weekend and holiday closings, (ii) during which trading on the New York Stock Exchange is restricted, (iii) during which an emergency exists as a result of which disposal by the Trust or a Series thereof of securities owned by it is not reasonably practicable or it is not reasonably practicable for the Trust or a Series thereof fairly to determine the value of its net assets, or (iv) during any other period when the Commission may, for the protection of Shareholders of the Trust, by order permit suspension of the rights of redemption or postponement of the date of payment or redemption; provided that applicable rules and regulations of the Commission shall govern as to whether the conditions prescribed in (ii), (iii) or (iv) exist. Such suspension shall take effect at such time as the Trust shall specify but not later than the close of business on the business day next following the declaration of suspension, and thereafter there shall be no right of redemption or payment on redemption until the Trust shall declare the suspension at an end, except that the suspension shall terminate in any event on the first day on which said stock exchange shall have reopened or the period specified in (ii) or
(iii) shall have expired (as to which, in the absence of an official ruling by the Commission, the determination of the Trust shall be conclusive). In the case of a suspension of the right of

redemption, a Shareholder may either withdraw his request for redemption or receive payment based on the net asset value existing after the termination of the suspension.

ARTICLE VIII
DETERMINATION OF NET ASSET VALUE,
NET INCOME AND DISTRIBUTIONS

SECTION 8.1 NET ASSET VALUE. The net asset value of each outstanding Share of each Series of the Trust shall be determined on such days and at such time or times as the Trustees may determine. The method of determination of net asset value shall be determined by the Trustees and shall be as set forth in the Registration Statement. The power and duty to make the daily calculations may be delegated by the Trustees to any Investment Adviser, Manager, the Custodian, the Transfer Agent or such other person as the Trustees by resolution may determine. The Trustees may suspend the daily determination of net asset value to the extent permitted by the 1940 Act.

SECTION 8.2 DISTRIBUTIONS TO SHAREHOLDERS. The Trustees shall from time to time distribute ratably among the Shareholders of the Trust or of any Series such proportion of the net income, earnings, profits, gains, surplus (including paid-in surplus), capital, or assets of the Trust or of such Series held by the Trustees as they may deem proper. Such distribution may be made in cash or property including, without limitation, any type of obligations of the Trust or of such Series or any assets thereof, and the Trustees may distribute ratably among the Shareholders of the Trust or of that Series additional Shares issuable hereunder in such manner, at such times, and on such terms as the Trustees may deem proper. Such distributions may be among the Shareholders of record (determined in accordance with the Registration Statement) of the Trust or of such Series at the time of declaring a distribution, or among the Shareholders of record of the Trust or of such Series at such later date as the Trustees shall determine. The Trustees may always retain from the net income, earnings, profits or gains of the Trust or of such Series such amount as they may deem necessary to pay the debts or expenses of the Trust or of such Series or to meet obligations of the Trust or of such Series, or as they may deem desirable to use in the conduct of its affairs or to retain for future requirements or extensions of the business. The Trustees may adopt and offer to Shareholders of the Trust or of any Series such dividend reinvestment plans, cash dividend payout plans or related plans as the Trustees deem appropriate.

Inasmuch as the computation of net income and gains for Federal income tax purposes may vary from the computation thereof on the books, the above provisions shall be interpreted to give the Trustees the power in their discretion to distribute for any fiscal year as ordinary dividends and as capital gains distributions, respectively, additional amounts sufficient to enable the Trust to avoid or reduce liability for taxes.

SECTION 8.3 DETERMINATION OF NET INCOME. The Trustees shall have the power to determine the net income of any Series of the Trust and from time to time to distribute such net income ratably among the Shareholders as dividends in cash or additional Shares of such Series issuable hereunder. The determination of net income and the resultant declaration of dividends shall be as set forth in the Registration Statement. The Trustees shall have full discretion to determine whether any cash or property received by any Series of the Trust shall be treated as income or as principal and whether any item of expense shall be charged to the income or the principal account, and their determination made in good faith shall be conclusive upon the Shareholders. In the case of stock dividends received, the Trustees shall have full discretion to determine, in the light of the particular circumstances, how much, if any, of the value thereof shall be treated as income, the balance, if any, to be treated as principal.

SECTION 8.4 POWER TO MODIFY FOREGOING PROCEDURES. Notwithstanding any of the foregoing provisions of this Article VIII, the Trustees may prescribe, in their absolute discretion, such other bases and times for determining the per Share net asset value of the Shares or net income, or the declaration and payment of dividends and distributions, as they may deem necessary or desirable to enable the Trust to comply with any provision of the 1940 Act, including any rule or regulation adopted pursuant to Section 22 of the 1940 Act by the Commission or any securities association registered under the Securities Exchange Act of 1934, or any order of exemption issued by said Commission, all as in effect now or hereafter amended or modified. Without limiting the generality of the foregoing, the Trustees may establish classes or additional Series of Shares in accordance with Section 6.9.

ARTICLE IX
DURATION; TERMINATION OF TRUST; AMENDMENT; MERGERS,ETC.

SECTION 9.1 DURATION. The Trust shall continue without limitation of time but subject to the provisions of this Article IX.

SECTION 9.2 TERMINATION OF TRUST OR A SERIES. The Trust or any Series may be terminated either by (i) resolution of the Board of Trustees with notice in writing to the Shareholders, (ii) the affirmative vote of Shareholders holding not less than two-thirds of the Shares at any meeting of Shareholders of the Trust or the appropriate Series thereof, or (iii) by a Majority Shareholder Vote if such termination is recommended by the Trustees. The foregoing provisions may not be amended except by the approval by Shareholders holding not less than two-thirds of the Shares. Upon the termination of the Trust or the Series:

(a) The Trust or the Series shall carry on no business except for the purpose of winding up its affairs.

(b) The Trustees shall proceed to wind up the affairs of the Trust or the Series and all of the powers of the Trustees under this Declaration shall continue until the affairs of the Trust shall have been wound up, including the power to fulfill or discharge the contracts of the Trust or the Series, collect its assets, sell, convey, assign, exchange, transfer or otherwise dispose of all or any part of the remaining Trust Property or

Trust Property allocated or belonging to such Series to one or more persons at public or private sale for consideration which may consist in whole or in part of cash, securities or other property of any kind, discharge or pay its liabilities, and to do all other acts appropriate to liquidate its business.

(c) After paying or adequately providing for the payment of all liabilities, and upon receipt of such releases, indemnities and refunding agreements, as they deem necessary for their protection, the Trustees may distribute the remaining Trust Property or Trust Property allocated or belonging to such Series, in cash or in kind or partly each, among the Shareholders of the Trust according to their respective rights.

SECTION 9.3 AMENDMENT PROCEDURE.

(a) This Declaration may be amended by a Majority Shareholder Vote or such greater vote as may be prescribed in this Declaration, at a meeting of Shareholders, or by written consent without a meeting. The provisions of the preceding sentence may not be amended except by vote of Shareholders holding not less than two-thirds of the Shares. The Trustees may also amend this Declaration without the vote or consent of Shareholders (i) to change the name of the Trust or any Series or classes of Shares, (ii) to supply any omission, or cure, correct or supplement any ambiguous, defective or inconsistent provision hereof, (iii) if they deem it necessary to conform this declaration to the requirements of applicable federal or state laws or regulations or the requirements of the Code, or to eliminate or reduce any federal, state or local taxes which are or may be payable by the Trust or the Shareholders, but the Trustees shall not be liable for failing to do so, or (iv) for any other purpose which does not adversely affect the rights of any Shareholder with respect to which the amendment is or purports to be applicable.

(b) No amendment may be made under this Section 9.3 which would change any rights with respect to any Shares of the Trust or of any Series of the Trust by reducing the amount payable thereon upon liquidation of the Trust or of such Series of the Trust or by diminishing or eliminating any voting rights pertaining thereto, except with the vote or consent of Shareholders holding not less than two-thirds of any Shares of the Trust or of such Series, or by such other vote as may be established by the Trustees with respect to any Series or class. Nothing contained in this Declaration shall permit the amendment of this Declaration to impair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or to permit assessment upon Shareholders.

(c) Not withstanding any other provision hereof until such time as Shares are first sold, this Declaration may be terminated or amended in any respect by the affirmative vote of a majority of the Trustees at any meeting of Trustees or by an instrument executed by a majority of the Trustees.

SECTION 9.4 MERGER, CONSOLIDATION AND SALE OF ASSETS. The Trust, or any Series thereof, may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or Trust Property allocated or belonging to such Series, including good will, upon such terms and conditions and for such consideration when and as authorized by the Trustees.

SECTION 9.5 INCORPORATION. Upon a Majority Shareholder Vote, the Trustees may cause to be organized or assist in organizing a corporation or corporations under the law of any jurisdiction or any other trust, partnership, association or other organization to take over the Trust Property or the Trust Property allocated or belonging to such Series or to carry on any business in which the Trust shall directly or indirectly have any Share, and to sell, convey and transfer the Trust Property or the Trust Property allocated or belonging to such Series to any such corporation, trust, partnership, association or organization in exchange for the equity Shares thereof or otherwise, and to lend money to, subscribe for the equity Shares of, and enter into any contract with any such corporation, trust, partnership, association or other organization or any corporation, trust, partnership, association or other organization in which the Trust or such Series holds or is about to acquire equity interest. The Trustees may also cause a merger or consolidation between the Trust or any successor thereto and any such corporation, trust, partnership, association or other organization if and to the extent permitted by law, as provided under the law then in effect. Nothing contained herein shall be construed as requiring approval of Shareholders for the Trustees to organize or assist in organizing one or more corporations, trusts, partnerships, associations or other organizations and selling, conveying or transferring a portion of the Trust Property to one or more of such organizations or entities.

ARTICLE X
REPORTS TO SHAREHOLDERS

The Trustees shall at least semiannually submit or cause the officers of the Trust to submit to the Shareholders a written financial report of each Series of the Trust, including financial statements which shall at least annually be certified by independent public accountants.

ARTICLE XI
MISCELLANEOUS

SECTION 11.1 FILING. This Declaration and any amendment hereto shall be filed in the office of the Department of State of The Commonwealth of Massachusetts and in such other places as may be required under the laws of The Commonwealth of Massachusetts. A restated Declaration, integrating into a single instrument all of the provisions of the Declaration which are then in effect and operative, may be executed from time to time by a majority of the Trustees and shall, upon filing with the Secretary of The Commonwealth of Massachusetts, be conclusive evidence of all amendments contained therein and may thereafter be referred to in lieu of the original Declaration and the various amendments thereto.

SECTION 11.2 GOVERNING LAW. This Declaration is executed by the Trustees and delivered in The Commonwealth of Massachusetts and with reference to the laws thereof and the rights of all parties and the validity and construction of every provision hereof shall be subject to and construed according to the laws of said State.

SECTION 11.3 COUNTERPARTS. The Declaration may be simultaneously executed in several counterparts, each of which shall be deemed to be an original, and such counterparts, together, shall constitute one and the same instrument, which shall be sufficiently evidenced by any such original counterpart.

SECTION 11.4 RELIANCE BY THIRD PARTIES. Any certificate executed by an individual who, according to the records of the Trust, appears to be a Trustee hereunder, or Secretary or Assistant Secretary of the Trust, certifying to: (a) the number or identity of Trustees or Shareholders, (b) the due authorization of the execution of any instrument or writing, (c) the form of any vote passed at a meeting of Trustees or Shareholders, (d) the fact that the number of Trustees or Shareholders present at any meeting or executing any written instrument satisfies the requirements of this Declaration, (e) the form of any Bylaws adopted by or the identity of any officers elected by the Trustees, or (f) the existence of any fact or facts which in any manner relate to the affairs of the Trust, shall be conclusive evidence as to the matters so certified in favor of any Person dealing with the Trustees and their successors.

SECTION 11.5 PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS.

(a) The provisions of the Declaration are severable, and if the Trustees shall determine, with the advice of counsel, that any of such provisions is in conflict with the 1940 Act, the regulated investment company provisions of the Code or with other applicable laws and regulations, the conflicting provisions shall be deemed superseded by such law or regulation to the extent necessary to eliminate such conflict; provided, however, that such determination shall not affect any of the remaining provisions of the Declaration or render invalid or improper any action taken or omitted prior to such determination.

(b) If any provision of the Declaration shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall pertain only to such provision in such jurisdiction and shall not in any manner affect such provision in any other jurisdiction or any other provision of the Declaration in any jurisdiction.

SECTION 11.6 PRINCIPAL PLACE OF BUSINESS; RESIDENT AGENT. The principal place of business of the Trust shall be 225 Franklin Street, Boston, Massachusetts 02110, or such other location as the Trustees may designate from time to time. To the extent required, the Trustees shall have the power to appoint a resident agent for service of process on the Trust and from time to time to replace the resident agent so appointed. State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110, is hereby designated as the initial resident agent for the Trust in Massachusetts. The Trustees may, without the approval of the Shareholders, change the resident agent of the Trust or the principal place of business of the Trust.

IN WITNESS WHEREOF, the undersigned has executed this Declaration of Trust this 6th day of September, 2000.

/s/ Edmund J. Burke, Trustee
Edmund J. Burke, as trustee and not individually

STATE OF COLORADO )
)ss.:
COUNTY OF DENVER )

On this 6th day of September 2000, Edmund J. Burke, known to me and known to be the individual described in and who executed the foregoing instrument, personally appeared before me and acknowledged the foregoing instrument to be his free act and deed.

Notary Public

/s/ Patricia J. Lobeth

My commission expires:     10/27/2000
                       ---------------------

Section 3.3. Notice of Meetings. Written or printed notice of every Shareholders' meeting stating the place, date, and purpose or purposes thereof, shall be given by the Secretary not less than ten (10) nor more than ninety (90) days before such meeting to each Shareholder entitled to vote at such meeting. Such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the Shareholder at his address as it appears on the records of the Trust.

Section 3.4. Quorum and Adjournment of Meetings. Except as otherwise provided by law, by the Declaration or by these By-Laws, at all meetings of Shareholders, the holders of a majority of the Shares issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite and shall constitute a quorum for the transaction of business. In the absence of a quorum, the Shareholders present or represented by proxy and entitled to vote thereat shall have the power to adjourn the meeting from time to time. The Shareholders present in person or represented by proxy at any meeting and entitled to vote thereat also shall have the power to adjourn the meeting from time to time if the vote required to approve or reject any proposal described in the original notice of such meeting is not obtained (with proxies being voted for or against adjournment consistent with the votes for and against the proposal for which the required vote has not been obtained). The affirmative vote of the holders of a majority of the Shares then present in person or represented by proxy shall be required to adjourn any meeting. Any adjourned meeting may be reconvened without further notice or change in record date. At any reconvened meeting at which a quorum shall be present, any business may be transacted that might have been transacted at the meeting as originally called.

Section 3.5. Voting Rights, Proxies. At each meeting of Shareholders, each holder of record of Shares entitled to vote thereat shall be entitled to one vote in person or by proxy, executed in writing by the Shareholder or his duly authorized attorney-in-fact, for each Share of beneficial interest of the Trust and for the fractional portion of one vote for each fractional Share entitled to vote so registered in his name on the records of the Trust on the date fixed as the record date for the determination of Shareholders entitled to vote at such meeting. No proxy shall be valid after eleven months from its date, unless otherwise provided in the proxy. At all meetings of Shareholders, unless the voting is conducted by inspectors, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of the meeting. Pursuant to a resolution of a majority of the Trustees, proxies may be solicited in the name of one or more Trustees or Officers of the Trust.

Section 3.6. Vote Required. Except as otherwise provided by law, by the Declaration, or by these By-Laws, at each meeting of Shareholders at which a quorum is present, all matters shall be decided by Majority Shareholder Vote.

Section 3.7. Inspectors of Election. In advance of any meeting of Shareholders, the Trustees may appoint Inspectors of Election to act at the meeting or any adjournment thereof. If Inspectors of Election are not so appointed, the chairman of any meeting of Shareholders may,

and on the request of any Shareholder or his proxy shall, appoint Inspectors of Election of the meeting. In case any person appointed as Inspector fails to appear or refuses to act, the vacancy may be filled by appointment made by the Trustees in advance of the convening of the meeting or at the meeting by the person acting as chairman. The Inspectors of Election shall determine the number of Shares outstanding, the Shares represented at the meeting, the existence of a quorum, the authenticity, validity and effect of proxies, shall receive votes, ballots or consents, shall hear and determine all challenges and questions in any way arising in connection with the right to vote, shall count and tabulate all votes or consents, determine the results, and do such other acts as may be proper to conduct the election or vote with fairness to all Shareholders. On request of the chairman of the meeting, or of any Shareholder or his proxy, the Inspectors of Election shall make a report in writing of any challenge or question or matter determined by them and shall execute a certificate of any facts found by them.

Section 3.8. Inspection of Books and Records. Shareholders shall have such rights and procedures of inspection of the books and records of the Trust as are granted to Shareholders under the Corporations and Associations Law of the State of Massachusetts.

Section 3.9. Action by Shareholders Without Meeting. Except as otherwise provided by law, the provisions of these By-Laws relating to notices and meetings to the contrary notwithstanding, any action required or permitted to be taken at any meeting of Shareholders may be taken without a meeting if a majority of the Shareholders entitled to vote upon the action consent to the action in writing and such consents are filed with the records of the Trust. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders.

Section 3.10. Presence at Meetings. Presence at meetings of Shareholders requires physical attendance by the Shareholder or his or her proxy at the meeting site and does not encompass attendance by telephonic or other electronic means.

ARTICLE IV
TRUSTEES

Section 4.1. Meetings of the Trustees. The Trustees may in their discretion provide for regular or special meetings of the Trustees. Regular meetings of the Trustees may be held at such time and place as shall be determined from time to time by the Trustees without further notice. Special meetings of the Trustees may be called at any time by the Chairman and shall be called by the President or the Secretary upon the written request of any two (2) Trustees.

Section 4.2. Notice of Special Meetings. Written notice of special meetings of the Trustees, stating the place, date and time thereof, shall be given not less than two (2) days before such meeting to each Trustee, personally, by telegram, by mail, or by leaving such notice at his place of residence or usual place of business. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the Trustee at his address as it appears on the records of the Trust. Subject to the provisions of the 1940 Act, notice or waiver

of notice need not specify the purpose of any special meeting.

Section 4.3. Telephone Meetings. Subject to the provisions of the 1940 Act, any Trustee, or any member or members of any committee designated by the Trustees, may participate in a meeting of the Trustees, or any such committee, as the case may be, by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means constitutes presence in person at the meeting.

Section 4.4. Quorum, Voting and Adjournment of Meetings. At all meetings of the Trustees, a majority of the Trustees shall be requisite to and shall constitute a quorum for the transaction of business. If a quorum is present, the affirmative vote of a majority of the Trustees present shall be the act of the Trustees, unless the concurrence of a greater proportion is expressly required for such action by law, the Declaration or these By-Laws. If at any meeting of the Trustees there be less than a quorum present, the Trustees present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall have been obtained.

Section 4.5. Action by Trustees Without Meeting. The provisions of these By-Laws covering notices and meetings to the contrary notwithstanding, and except as required by law, any action required or permitted to be taken at any meeting of the Trustees may be taken without a meeting if a consent in writing setting forth the action shall be signed by all of the Trustees entitled to vote upon the action and such written consent is filed with the minutes of proceedings of the Trustees.

Section 4.6. Expenses and Fees. Each Trustee may be allowed expenses, if any, for attendance at each regular or special meeting of the Trustees, and each Trustee who is not an officer or employee of the Trust or of its investment manager or underwriter or of any corporate affiliate of any of said persons shall receive for services rendered as a Trustee of the Trust such compensation as may be fixed by the Trustees. Nothing herein contained shall be construed to preclude any Trustee from serving the Trust in any other capacity and receiving compensation therefor.

Section 4.7. Execution of Instruments and Documents and Signing of Checks and Other Obligations and Transfers. All instruments, documents and other papers shall be executed in the name and on behalf of the Trust and all checks, notes, drafts and other obligations for the payment of money by the Trust shall be signed, and all transfer of securities standing in the name of the Trust shall be executed, by the Chairman, the President, any Vice President or the Treasurer or by any one or more officers or agents of the Trust as shall be designated for that purpose by vote of the Trustees; notwithstanding the above, nothing in this
Section 4.7 shall be deemed to preclude the electronic authorization, by designated persons, of the Trust's Custodian (as described herein in Section 9.1) to transfer assets of the Trust, as provided for herein in Section 9.1

Section 4.8. Indemnification of Trustees, Officers, Employees and Agents. (a) The Trust shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Trust) by reason of the fact that he is or was a Trustee, officer, employee, or agent of the Trust. The indemnification shall be against expenses, including attorneys' fees, judgments, fines, and amounts paid in settlement, actually and reasonably incurred by him in connection with the action, suit, or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Trust, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Trust, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(b) The Trust shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or on behalf of the Trust to obtain a judgment or decree in its favor by reason of the fact that he is or was a Trustee, officer, employee, or agent of the Trust. The indemnification shall be against expenses, including attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Trust; except that no indemnification shall be made in respect of any claim, issue, or matter as to which the person has been adjudged to be liable for negligence or misconduct in the performance of his duty to the Trust, except to the extent that the court in which the action or suit was brought, or a court of equity in the county in which the Trust has its principal office, determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for those expenses which the court shall deem proper, provided such Trustee, officer, employee or agent is not adjudged to be liable by reason of his willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.

(c) To the extent that a Trustee, officer, employee, or agent of the Trust has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsection (a) or (b) or in defense of any claim, issue or matter therein, he shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred by him in connection therewith.

(d) (1) Unless a court orders otherwise, any indemnification under subsections
(a) or (b) of this section may be made by the Trust only as authorized in the specific case after a determination that indemnification of the Trustee, officer, employee, or agent is proper in the circumstances

because he has met the applicable standard of conduct set forth in subsections
(a) or (b).

(2) The determination shall be made:

(i) By the Trustees, by a majority vote of a quorum which consists of Trustees who were not parties to the action, suit or proceeding; or

(ii) If the required quorum is not obtainable, or if a quorum of disinterested Trustees so directs, by independent legal counsel in a written opinion; or

(iii) By the Shareholders.

(3) Notwithstanding any provision of this Section 4.8, no person shall be entitled to indemnification for any liability, whether or not there is an adjudication of liability, arising by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of duties as described in Section 17(h) and (i) of the 1940 Act ("disabling conduct"). A person shall be deemed not liable by reason of disabling conduct if, either:

(i) a final decision on the merits is made by a court or other body before whom the proceeding was brought that the person to be indemnified ("indemnitee") was not liable by reason of disabling conduct; or

(ii) in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the indemnitee was not liable by reason of disabling conduct, is made by either --

(A) a majority of a quorum of Trustees who are neither "interested persons" of the Trust, as defined in Section 2(a)(19) of the 1940 Act, nor parties to the action, suit or proceeding, or

(B) an independent legal counsel in a written opinion.

(e) Expenses, including attorneys' fees, incurred by a Trustee, officer, employee or agent of the Trust in defending a civil or criminal action, suit or proceeding may be paid by the Trust in advance of the final disposition thereof if:

(1) authorized in the specific case by the Trustees; and

(2) the Trust receives an undertaking by or on behalf of the Trustee, officer, employee or agent of the Trust to repay the advance if it is not ultimately determined that such person is entitled to be indemnified by the Trust; and

(3) either, (i) such person provides a security for his undertaking, or

(ii) the Trust is insured against losses by reason of any lawful advances, or

(iii) a determination, based on a review of readily available facts, that there is reason to believe that such person ultimately will be found entitled to indemnification, is made by either --

(A) a majority of a quorum of Trustees who are neither "interested persons" of the Trust, as defined in Section 2(a)(19) of the 1940 Act, nor parties to the action, suit or proceeding, or

(B) an independent legal counsel in a written opinion.

(f) The indemnification provided by this Section shall not be deemed exclusive of any other rights to which a person may be entitled under any by-law, agreement, vote of Shareholders or disinterested Trustees or otherwise, both as to action in his official capacity and as to action in another capacity while holding the office, and shall continue as to a person who has ceased to be a Trustee, officer, employee, or agent and inure to the benefit of the heirs, executors and administrators of such person; provided that no person may satisfy any right of indemnity or reimbursement granted herein or to which he may be otherwise entitled except out of the property of the Trust, and no Shareholder shall be personally liable with respect to any claim for indemnity or reimbursement or otherwise.

(g) The Trust may purchase and maintain insurance on behalf of any person who is or was a Trustee, officer, employee, or agent of the Trust, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such. However, in no event will the Trust purchase insurance to indemnify any officer or Trustee against liability for any act for which the Trust itself is not permitted to indemnify him.

(h) Nothing contained in this Section shall be construed to protect any Trustee or officer of the Trust against any liability to the Trust or to its security holders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.

ARTICLE V
COMMITTEES

Section 5.1. Executive and Other Committees. The Trustees, by resolution adopted by a majority of the Trustees, may designate an Executive Committee and/or committees, each committee to consist of two (2) or more of the Trustees of the Trust and may delegate to such committees, in the intervals between meetings of the Trustees, any or all of the powers of the Trustees in the management of the business and affairs of the Trust. In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint a Trustee to act in place of such absent member. Each such

committee shall keep a record of its proceedings.

The Executive Committee and any other committee shall fix its own rules or procedures, but the presence of at least fifty percent (50%) of the members of the whole committee shall in each case be necessary to constitute a quorum of the committee and the affirmative vote of the majority of the members of the committee present at the meeting shall be necessary to take action.

All actions of the Executive Committee shall be reported to the Trustees at the meeting thereof next succeeding to the taking of such action.

Section 5.2. Advisory Committee. The Trustees may appoint an advisory committee which shall be composed of persons who do not serve the Trust in any other capacity and which shall have advisory functions with respect to the investments of the Trust but which shall have no power to determine that any security or other investment shall be purchased, sold or otherwise disposed of by the Trust. The number of persons constituting any such advisory committee shall be determined from time to time by the Trustees. The members of any such advisory committee may receive compensation for their services and may be allowed such fees and expenses for the attendance at meetings as the Trustees may from time to time determine to be appropriate.

Section 5.3. Committee Action Without Meeting. The provisions of these By-Laws covering notices and meetings to the contrary notwithstanding, and except as required by law, any action required or permitted to be taken at any meeting of any Committee of the Trustees appointed pursuant to Section 5.1 of these By-Laws may be taken without a meeting if a consent in writing setting forth the action shall be signed by all members of the Committee entitled to vote upon the action and such written consent is filed with the records of the proceedings of the Committee.

ARTICLE VI
OFFICERS

Section 6.1. Executive Officers. The executive officers of the Trust shall be a Chairman, a President, one or more Vice Presidents, a Secretary and a Treasurer. The Chairman shall be selected from among the Trustees but none of the other executive officers need be a Trustee. Two or more offices, except those of President and any Vice President, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity. The executive officers of the Trust shall be elected annually by the Trustees and each executive officer so elected shall hold office until his successor is elected and has qualified.

Section 6.2. Other Officers and Agents. The Trustees may also elect one or more Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers and may elect, or may delegate to the President the power to appoint, such other officers and agents as the Trustees shall at any time or from time to time deem advisable.

Section 6.3. Term and Removal and Vacancies. Each officer of the Trust shall hold office until his successor is elected and has qualified. Any officer or agent of the Trust may be

removed by the Trustees whenever, in their judgment, the best interests of the Trust will be served thereby, but such removal shall be without prejudice to the contractual rights, if any, of the person so removed.

Section 6.4. Compensation of Officers. The compensation of officers and agents of the Trust shall be fixed by the Trustees, or by the President to the extent provided by the Trustees with respect to officers appointed by the President.

Section 6.5. Power and Duties. All officers and agents of the Trust, as between themselves and the Trust, shall have such authority and perform such duties in the management of the Trust as may be provided in or pursuant to these By-Laws, or to the extent not so provided, as may be prescribed by the Trustees; provided, that no rights of any third party shall be affected or impaired by any such By-Law or resolution of the Trustees unless he has knowledge thereof.

Section 6.6. The Chairman. The Chairman shall preside at all meetings of the Shareholders and of the Trustees; shall be a signatory on all Annual and Semi-Annual Reports as may be sent to shareholders, and he shall perform such other duties as the Trustees may from time to time prescribe.

Section 6.7. The President. (a) The President shall be the chief executive officer of the Trust; he shall have general and active management of the business of the Trust, shall see that all orders and resolutions of the Board of Trustees are carried into effect, and, in connection therewith, shall be authorized to delegate to one or more Vice Presidents such of his powers and duties at such times and in such manner as he may deem advisable.

(b) In the absence of the Chairman, the President shall preside at all meetings of the shareholders and the Board of Trustees; and he shall perform such other duties as the Board of Trustees may from time to time prescribe.

Section 6.8. The Vice Presidents. The Vice Presidents shall be of such number and shall have such titles as may be determined from time to time by the Trustees. The Vice President, or, if there be more than one, the Vice Presidents in the order of their seniority as may be determined from time to time by the Trustees or the President, shall, in the absence or disability of the President, exercise the powers and perform the duties of the President, and he or they shall perform such other duties as the Trustees or the President may from time to time prescribe.

Section 6.9. The Assistant Vice Presidents. The Assistant Vice President, or, if there be more than one, the Assistant Vice Presidents, shall perform such duties and have such powers as may be assigned them from time to time by the Trustees or the President.

Section 6.10. The Secretary. The Secretary shall attend all meetings of the Trustees and all meetings of the Shareholders and record all the proceedings of the meetings of the Shareholders and of the Trustees in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of

the Shareholders and special meetings of the Trustees, and shall perform such other duties and have such powers as the Trustees, or the President, may from time to time prescribe. He shall keep in safe custody the seal of the Trust and affix or cause the same to be affixed to any instrument requiring it, and, when so affixed, it shall be attested by his signature or by the signature of an Assistant Secretary.

Section 6.11. The Assistant Secretaries. The Assistant Secretary, or, if there be more than one, the Assistant Secretaries in the order determined by the Trustees or the President, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such duties and have such other powers as the Trustees or the President may from time to time prescribe.

Section 6.12. The Treasurer. The Treasurer shall be the chief financial officer of the Trust. He shall keep or cause to be kept full and accurate accounts of receipts and disbursements in books belonging to the Trust, and he shall render to the Trustees and the President, whenever any of them require it, an account of his transactions as Treasurer and of the financial condition of the Trust; and he shall perform such other duties as the Trustees, or the President may from time to time prescribe.

Section 6.13. The Assistant Treasurers. The Assistant Treasurer, or, if there shall be more than one, the Assistant Treasurers in the order determined by the Trustees or the President, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Trustees, or the President, may from time to time prescribe.

Section 6.14. Delegation of Duties. Whenever an officer is absent or disabled, or whenever for any reason the Trustees may deem it desirable, the Trustees may delegate the powers and duties of an officer or officers to any other officer or officers or to any Trustee or Trustees.

ARTICLE VII
DIVIDENDS AND DISTRIBUTIONS

Subject to any applicable provisions of law and the Declaration, dividends and distributions upon the Shares may be declared at such intervals as the Trustees may determine, in cash, in securities or other property, or in Shares, from any sources permitted by law, all as the Trustees shall from time to time determine.

Inasmuch as the computation of net income and net profits from the sales of securities or other properties for federal income tax purposes may vary from the computation thereof on the records of the Trust, the Trustees shall have power, in their discretion, to distribute as income dividends and as capital gain distributions, respectively, amounts sufficient to enable the Trust to avoid or reduce liability for federal income taxes.

ARTICLE VIII

CERTIFICATES OF SHARES

Section 8.1. Certificates of Shares. Certificates for Shares of each series or class of Shares shall be in such form and of such design as the Trustees shall approve, subject to the right of the Trustees to change such form and design at any time or from time to time, and shall be entered in the records of the Trust as they are issued. Each such certificate shall bear a distinguishing number; shall exhibit the holder's name and certify the number of full Shares owned by such holder; shall be signed by or in the name of the Trust by the President, or a Vice President, and countersigned by the Secretary or an Assistant Secretary or the Treasurer and an Assistant Treasurer of the Trust; shall be sealed with the seal; and shall contain such recitals as may be required by law. Where any certificate is signed by a Transfer Agent or by a Registrar, the signature of such officers and the seal may be facsimile, printed or engraved. The Trust may, at its option, determine not to issue a certificate or certificates to evidence Shares owned of record by any Shareholder.

In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall appear on, any such certificate or certificates shall cease to be such officer or officers of the Trust, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Trust, such certificate or certificates shall, nevertheless, be adopted by the Trust and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures shall appear therein had not ceased to be such officer or officers of the Trust.

No certificate shall be issued for any share until such share is fully paid.

Section 8.2. Lost, Stolen, Destroyed and Mutilated Certificates. The Trustees may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Trust alleged to have been lost, stolen or destroyed, upon satisfactory proof of such loss, theft, or destruction; and the Trustees may, in their discretion, require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give to the Trust and to such Registrar, Transfer Agent and/or Transfer Clerk as may be authorized or required to countersign such new certificate or certificates, a bond in such sum and of such type as they may direct, and with such surety or sureties, as they may direct, as indemnity against any claim that may be against them or any of them on account of or in connection with the alleged loss, theft or destruction of any such certificate.

ARTICLE IX
CUSTODIAN

Section 9.1. Appointment and Duties. The Trust shall at times employ a bank or trust company having capital, surplus and undivided profits of at least five million dollars ($5,000,000) as custodian with authority as its agent, but subject to such restrictions, limitations and other requirements, if any, as may be contained in these By-Laws and the 1940 Act:

(1) to receive and hold the securities owned by the Trust and deliver the same upon written or electronically transmitted order;

(2) to receive and hold any monies due to the Trust and deposit the same in its own banking department or elsewhere as the Trustees may direct;

(3) to disburse such funds upon orders or vouchers;

all upon such basis of compensation as may be agreed upon between the Trustees and the custodian. If so directed by a Majority Shareholder Vote, the custodian shall deliver and pay over all property of the Trust held by it as specified in such vote.

The Trustees may also authorize the custodian to employ one or more sub-custodians from time to time to perform such of the acts and services of the custodian and upon such terms and conditions as may be agreed upon between the custodian and such sub-custodian and approved by the Trustees.

Section 9.2. Central Certificate System. Subject to such rules, regulations and orders as the Commission may adopt, the Trustees may direct the custodian to deposit all or any part of the securities owned by the Trust in a system for the central handling of securities established by a national securities exchange or a national securities association registered with the Commission under the Securities Exchange Act of 1934, or such other person as may be permitted by the Commission, or otherwise in accordance with the 1940 Act, pursuant to which system all securities of any particular class or series of any issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such securities, provided that all such deposits shall be subject to withdrawal only upon the order of the Trust.

ARTICLE X
WAIVER OF NOTICE

Whenever any notice of the time, place or purpose of any meeting of Shareholders, Trustees, or of any committee is required to be given in accordance with law or under the provisions of the Declaration or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to such notice and filed with the records of the meeting, whether before or after the holding thereof, or actual attendance at the meeting of Shareholders, Trustees or committee, as the case may be, in person, shall be deemed equivalent to the giving of such notice to such person.

ARTICLE XI
MISCELLANEOUS

Section 11.1. Location of Books and Records. The books and records of the Trust may be kept outside the Commonwealth of Massachusetts at such place or places as the Trustees may from time to time determine, except as otherwise required by law.

Section 11.2. Record Date. The Trustees may fix in advance a date as the record date for the purpose of determining the Shareholders entitled to (i) receive notice of, or to vote at, any meeting of Shareholders, or (ii) receive payment of any dividend or the allotment of any rights, or in order to make a determination of Shareholders for any other proper purpose. The record date, in any case, shall not be more than one hundred eighty (180) days, and in the case of a meeting of Shareholders not less than ten (10) days, prior to the date on which such meeting is to be held or the date on which such other particular action requiring determination of Shareholders is to be taken, as the case may be. In the case of a meeting of Shareholders, the meeting date set forth in the notice to Shareholders accompanying the proxy statement shall be the date used for purposes of calculating the 180 day or 10 day period, and any adjourned meeting may be reconvened without a change in record date. In lieu of fixing a record date, the Trustees may provide that the transfer books shall be closed for a stated period but not to exceed, in any case, twenty (20) days. If the transfer books are closed for the purpose of determining Shareholders entitled to notice of a vote at a meeting of Shareholders, such books shall be closed for at least ten (10) days immediately preceding the meeting.

Section 11.3. Seal. The Trustees shall adopt a seal, which shall be in such form and shall have such inscription thereon as the Trustees may from time to time provide. The seal of the Trust may be affixed to any document, and the seal and its attestation may be lithographed, engraved or otherwise printed on any document with the same force and effect as if it had been imprinted and attested manually in the same manner and with the same effect as if done by a Massachusetts business corporation under Massachusetts law.

Section 11.4. Fiscal Year. The fiscal year of the Trust shall end on such date as the Trustees may by resolution specify, and the Trustees may by resolution change such date for future fiscal years at any time and from time to time.

Section 11.5. Orders for Payment of Money. All orders or instructions for the payment of money of the Trust, and all notes or other evidences of indebtedness issued in the name of the Trust, shall be signed by such officer or officers or such other person or persons as the Trustees may from time to time designate, or as may be specified in or pursuant to the agreement between the Trust and the bank or trust company appointed as Custodian of the securities and funds of the Trust.

ARTICLE XII
COMPLIANCE WITH FEDERAL REGULATIONS

The Trustees are hereby empowered to take such action as they may deem to be necessary, desirable or appropriate so that the Trust is or shall be in compliance with any federal or state statute, rule or regulation with which compliance by the Trust is required.

ARTICLE XIII
AMENDMENTS

These By-Laws may be amended, altered, or repealed, or new By-Laws may be adopted, (a) by a Majority Shareholder Vote, or (b) by the Trustees; provided, however, that no By-Law may be amended, adopted or repealed by the Trustees if such amendment, adoption or repeal requires, pursuant to law, the Declaration, or these By-Laws, a vote of the Shareholders. The Trustees shall in no event adopt By-Laws which are in conflict with the Declaration, and any apparent inconsistency shall be construed in favor of the related provisions in the Declaration.

ARTICLE XIV
DECLARATION OF TRUST

The Declaration of Trust establishing streetTRACKS(SM) Series Trust, dated June 9, 1998, as amended and restated on September 6, 2000, a copy of which, together with all amendments thereto, is on file in the office of the Secretary of the Commonwealth of Massachusetts, provides that the name streetTRACKS(SM) Series Trust refers to the Trustees under the Declaration collectively as Trustees, but not as individuals or personally; and no Trustee, Shareholder, officer, employee or agent of streetTRACKS(SM) Series Trust shall be held to any personal liability, nor shall resort be had to their private property for the satisfaction of any obligation or claim or otherwise, in connection with the affairs of said streetTRACKS(SM) Series Trust, but the Trust Estate only shall be liable.

Exhibit 99.(c)

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

streetTRACKS(SM) Dow Jones U.S. Large Cap Value Index Fund, a Series of streetTRACKS(SM) Series Trust CUSIP Number: 86330E208

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

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

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

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

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

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

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

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

IN WITNESS WHEREOF, the Trust, has caused this Certificate to be manually executed in its name by an authorized officer.

streetTRACKS(SM) Dow Jones U.S.

Large Cap Value Index Fund,
a Series of streetTRACKS(SM) Series Trust

   By:      /s/ Agustin J. Fleites
       -----------------------------------
            Authorized Officer


Date: September 22, 2000

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

streetTRACKS(SM) Dow Jones U.S. Large Cap Growth Index Fund, a Series of streetTRACKS(SM) Series Trust CUSIP Number: 86330E109

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

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

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

IN WITNESS WHEREOF, the Trust, has caused this Certificate to be manually executed in its name by an authorized officer.

streetTRACKS(SM) Dow Jones U.S.

Large Cap Growth Index Fund,
a Series of streetTRACKS(SM) Series Trust

       By:      /s/ Agustin J. Fleites
            ---------------------------------
                Authorized Officer


Date: September 22, 2000

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

streetTRACKS(SM) Dow Jones U.S. Small Cap Value Index Fund, a Series of streetTRACKS(SM) Series Trust CUSIP Number: 86330E406

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

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

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

IN WITNESS WHEREOF, the Trust, has caused this Certificate to be manually executed in its name by an authorized officer.

streetTRACKS(SM) Dow Jones U.S.

Small Cap Value Index Fund,
a Series of streetTRACKS(SM) Series Trust

         By:      /s/ Agustin J. Fleites
              ----------------------------------
                  Authorized Officer


Date: September 22, 2000

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

streetTRACKS(SM) Dow Jones U.S. Small Cap Growth Index Fund, a Series of streetTRACKS(SM) Series Trust CUSIP Number: 86330E307

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

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

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

IN WITNESS WHEREOF, the Trust, has caused this Certificate to be manually executed in its name by an authorized officer.

streetTRACKS(SM) Dow Jones U.S.

Small Cap Growth Index Fund,
a Series of streetTRACKS(SM) Series Trust

          By:      /s/ Agustin J. Fleites
               ----------------------------------
                   Authorized Officer


Date: September 22, 2000

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

streetTRACKS(SM) Dow Jones Global Titans Index Fund, a Series of streetTRACKS(SM) Series Trust CUSIP Number: 86330E505

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

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

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

IN WITNESS WHEREOF, the Trust, has caused this Certificate to be manually executed in its name by an authorized officer.

streetTRACKS(SM) Dow Jones Global Titans Index Fund, a Series of streetTRACKS(SM) Series Trust

By:      /s/ Agustin J. Fleites
     ----------------------------------
         Authorized Officer


Date:  September 22, 2000

GLOBAL CERTIFICATE OF BENEFICIAL INTEREST
-Evidencing-
Shares of Beneficial Interest
-in-
streetTRACKS(SM) Wilshire REIT Index Fund
a Series of streetTRACKS(SM) Series Trust
CUSIP Number: 86330E604

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

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

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

IN WITNESS WHEREOF, the Trust, has caused this Certificate to be manually executed in its name by an authorized officer.

streetTRACKS(SM) Wilshire REIT Index Fund, a Series of streetTRACKS(SM) Series Trust

By:      /s/ Agustin J. Fleites
    ------------------------------------
         Authorized Officer


Date:  September 22, 2000

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

streetTRACKS(SM) Morgan Stanley High Tech 35 Index Fund, a Series of streetTRACKS(SM) Series Trust CUSIP Number: 86330E703

This is to certify that Cede & Co. is the owner and registered holder of this Certificate evidencing the ownership of all of the shares of beneficial interest (the "Shares"), par value $ 0.01 per share, of streetTRACKS(SM) Morgan Stanley High Tech 35 Index Fund (the "Fund"), a series of streetTRACKS(SM) Series Trust (the "Trust"), a registered open-end investment company organized as a Massachusetts Business Trust under the terms of the Declaration of Trust (the "Declaration of Trust").

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

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

IN WITNESS WHEREOF, the Trust, has caused this Certificate to be manually executed in its name by an authorized officer.

streetTRACKS(SM) Morgan Stanley High Tech 35 Index Fund, a Series of streetTRACKS(SM) Series Trust

By:      /s/ Agustin J. Fleites
    -------------------------------------
         Authorized Officer


Date:  September 22, 2000

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

streetTRACKS(SM) Morgan Stanley Internet Index Fund, a Series of streetTRACKS(SM) Series Trust CUSIP Number: 86330E802

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

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

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

IN WITNESS WHEREOF, the Trust, has caused this Certificate to be manually executed in its name by an authorized officer.

streetTRACKS(SM) Morgan Stanley Internet Index Fund, a Series of streetTRACKS(SM) Series Trust

By:      /s/ Agustin J. Fleites
       -------------------------------------
         Authorized Officer


Date:  September 22, 2000

GLOBAL CERTIFICATE OF BENEFICIAL INTEREST
-Evidencing-
Shares of Beneficial Interest
-in-
FORTUNE 500(R) Index Fund,
a Series of streetTRACKS(SM) Series Trust
CUSIP Number: 86330E885

This is to certify that Cede & Co. is the owner and registered holder of this Certificate evidencing the ownership of all of the shares of beneficial interest (the "Shares"), par value $ 0.01 per share, of FORTUNE 500(R) Index Fund (the "Fund"), a series of streetTRACKS(SM) Series Trust (the "Trust"), a registered open-end investment company organized as a Massachusetts Business Trust under the terms of the Declaration of Trust (the "Declaration of Trust").

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

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

IN WITNESS WHEREOF, the Trust, has caused this Certificate to be manually executed in its name by an authorized officer.

FORTUNE 500(R) Index Fund, a Series of streetTRACKS(SM) Series Trust

By:      /s/ Agustin J. Fleites
   -------------------------------------
         Authorized Officer


Date:  September 22, 2000

GLOBAL CERTIFICATE OF BENEFICIAL INTEREST
-Evidencing-
Shares of Beneficial Interest
FORTUNE e-50(TM) Index Fund,
a Series of streetTRACKS(SM) Series Trust
CUSIP Number: 86330E877

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

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

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

IN WITNESS WHEREOF, the Trust, has caused this Certificate to be manually executed in its name by an authorized officer.

FORTUNE e-50(TM) Index Fund, a Series of streetTRACKS(SM) Series Trust

By:      /s/ Agustin J. Fleites
      -------------------------------------
         Authorized Officer


Date:  September 22, 2000

Exhibit 99.(d)

INVESTMENT ADVISORY AGREEMENT
BETWEEN
STATE STREET BANK AND TRUST COMPANY
AND
streetTRACKS(SM) SERIES TRUST

This Agreement is made as of this 22nd day of September, 2000, between streetTRACKS(SM) Series Trust, a Massachusetts business trust (the "Trust"), and State Street Bank and Trust Company, a Massachusetts bank (the "Adviser").

WHEREAS, the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"), currently consisting of the ten separate portfolio series set forth on Exhibit A to this Agreement (each a "Fund" and collectively, the "Initial Funds"), each having its own investment policies; and

WHEREAS, the Adviser is in the business of providing, among other things, fiduciary and investment advisory services; and

WHEREAS, the Trust desires to retain the Adviser to render investment advisory services to the Trust with respect to the Initial Funds and such other series subsequently established by the Trust and made subject to this Agreement in accordance with paragraph 1(b) (the "Additional Funds") (the Initial Funds together with the Additional Funds being referred to herein as the "Funds"), and the Adviser is willing to render such services;

NOW, THEREFORE, in consideration of the mutual agreements contained herein, the Trust and Adviser agree as follows:

1. APPOINTMENT OF ADVISER.

(a) Initial Funds: The Trust hereby appoints the Adviser to act as investment adviser to the Initial Funds for the period and on the terms set forth in this Agreement. The Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. The Trust warrants that the Adviser has been duly appointed to act hereunder.

(b) Additional Funds: In the event that the Trust establishes one or more series other than the Initial Funds with respect to which it desires to retain the Adviser to render investment advisory services hereunder, it shall so notify the Adviser in writing, indicating the advisory fee to be payable with respect to each Additional Fund. If the Adviser is willing to render such services, it shall so notify the Trust in writing, whereupon each such Additional Fund shall become a Fund hereunder. In such event, a writing signed by both the Trust and the Adviser shall be annexed hereto as a part hereof indicating that each such Additional Fund has become a Fund hereunder and reflecting the agreed-upon fee schedule for each such Additional Fund.

2. ADVISORY DUTIES. Subject to the supervision of the Board of Trustees of the Trust (the "Board"), the Adviser shall manage the investment operations and determine the composition of the portfolio of each Fund, including the purchase, retention and disposition of the securities and other instruments held by the Fund, in accordance with such Fund's investment objective and policies as stated in the then current prospectus and Statement of Additional Information for such Fund contained in the Trust's Registration Statement on Form N-1A (the "Registration Statement"), as such prospectus and Statement of Additional Information are amended or supplemented from time to time. The Adviser's

duties hereunder are subject to the following understandings:

(a) The Adviser shall provide supervision of investments, furnish a continuous investment program for the Funds, determine from time to time what investments or securities will be purchased, retained or sold by the Funds, and what portion of the assets will be invested or held uninvested as cash;

(b) The Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Trust's Declaration of Trust, By-Laws, Registration Statement and the terms and conditions of the order of exemption under the 1940 Act of the Securities and Exchange Commission (IC Release No. ) ( , 2000) granted pursuant to the First Amended and Restated Application, and with the instructions and directions of the Board, provided, however, the Adviser shall not be responsible for acting contrary to any of the foregoing that are changed without notice of such change to the Adviser; and the Adviser shall conform to and comply with the applicable requirements of the 1940 Act and all other applicable federal or state laws and regulations;

(c) The Adviser shall promptly communicate to the officers and Trustees of the Trust such information relating to transactions of the Funds as they may reasonably request. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased, provided that all accounts are treated equitably and fairly. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transactions, shall be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Trust and to such other clients;

(d) The Adviser shall maintain books and records with respect to the Trust's securities transactions and shall render to the Board such periodic and special reports as the Board may reasonably request;

(e) The Adviser shall provide the Trust with a list of all securities transactions as reasonably requested by the Trust;

(f) The investment advisory services of the Adviser to the Trust under this Agreement are not to be deemed exclusive, and the Adviser shall be free to render similar services to others; and

(g) The Adviser shall initially determine and make such modifications to the identity and number of shares of the Deposit Securities and the Fund Securities required for a Fund Deposit or Redemption for each Fund as may be necessary as a result of rebalancing adjustments and corporate action events (and may give directions to the Trust's Custodian with respect to such designation).

3. EXECUTION AND ALLOCATION OF PORTFOLIO BROKERAGE COMMISSIONS. The Adviser, subject to and in accordance with any directions which the Board may issue from time to time, shall place, in the name of the Trust, orders for the execution of the securities transactions in which any Fund is authorized to invest. When placing such orders, the primary objective of the Adviser shall be to obtain the best net price and execution ("best execution") for the Trust but this requirement shall not be deemed to obligate the Adviser to place any order solely on the basis of obtaining the lowest commission rate if the other standards set forth in this section have been satisfied. The Trust recognizes that there are likely to be many cases in which different brokers are equally able to provide such best execution and that, in selection among such brokers with respect to particular trades, it is desirable to choose those brokers who furnish "brokerage and research services" (as defined in Section 28(e)(3) of the Securities and Exchange Act of 1934) or statistical quotations and other information to the Trust and/or the Adviser

in accordance with the standards set forth below. The Adviser may where it deems appropriate place orders with a broker who charges a higher commission than another broker would have charged for effecting that transaction, provided that the excess commission is reasonable in relation to the value of brokerage and research services provided by that broker. Accordingly, the Trust and the Adviser agree that the Adviser may select brokers for the execution of any Fund's securities transactions from among:

a. Those brokers and dealers who provide brokerage and research services, or statistical quotations and other information to the Trust, specifically including the quotations necessary to determine the Trust's net assets, in such amount of total brokerage as may reasonably be required in light of such services.

b. Those brokers and dealers who provide brokerage and research services to the Adviser which relate directly to portfolio securities, actual or potential, of the Trust, or which place the Adviser in a better position to make decisions in connection with the management of the Trust's assets, whether or not such data may also be useful to the Adviser in managing other portfolios or advising other clients, in such amount of total brokerage as may reasonably be required.

The Adviser agrees that no investment decision will be made or influenced by a desire to provide brokerage for allocation in accordance with the foregoing, and that the right to make such allocation of brokerage shall not interfere with the Adviser's primary duty to obtain the best execution for the Trust.

4. BOOKS AND RECORDS. The Adviser shall keep the Trust's books and records required to be maintained by it pursuant to paragraph 2(d) hereof. The Adviser agrees that all records which it maintains for the Trust are the property of the Trust and it shall surrender promptly to the Trust any of such records upon the Trust's request. The Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 of the Securities and Exchange Commission (the "Commission") under the 1940 Act any such records as are required to be maintained by Rule 31a-1(f) of the Commission under the 1940 Act. Nothing herein shall prevent the Adviser from maintaining its own records as required by law, which may be a duplication of the Trust's records.

5. REPORTS TO ADVISER. The Trust agrees to furnish the Adviser at its principal office all prospectuses, proxy statements, reports to stockholders, sales literature or other material prepared for distribution to shareholders of the Trust or the public, which refer in any way to the Adviser, if reasonably practicable ten (10) days prior to use thereof and not to use such material if the Adviser should object thereto in writing within seven (7) days after receipt of such material; provided, however, that the Adviser hereby approves all uses of its name which merely refer in accurate terms to its appointment as investment adviser hereunder, which merely identifies the Trust, or which are required by the Commission or a state securities commission. In the event of termination of this Agreement, the Trust shall, on written request of the Adviser, forthwith delete any reference to the Adviser from any materials described in the preceding sentence. The Trust shall furnish or otherwise make available to the Adviser such other information relating to the business affairs of the Trust as the Adviser at any time, or from time to time, reasonably requests in order to discharge its obligations hereunder.

6. PROXIES. Unless the Trust gives written instructions to the contrary, the Adviser shall vote or not vote all proxies solicited by or with respect to the issuers of securities in which assets of any Fund may be invested. The Adviser shall use its best good faith judgment to vote or not vote such proxies in a manner which best serves the interests of the Trust's shareholders.

7. EXPENSES. During the term of this Agreement, the Adviser shall pay all of the expenses of each Fund of the Trust except for the advisory fee, payments under each Fund's 12b-1 plan, brokerage

expenses, taxes, interest, fees and expenses of the Independent Trustees (including any Trustee's counsel fees), litigation expenses and other extraordinary expenses.

8. COMPENSATION OF THE ADVISER. For the services to be rendered by the Adviser as provided in this Agreement, the Trust shall pay to the Adviser such compensation as is designated in Exhibit A to this Agreement, so long as the Adviser has not waived all or a portion of such compensation.

9. LIMITATION OF ADVISER'S LIABILITY. In the absence of (a) willful misfeasance, bad faith or gross negligence on the part of the Adviser in performance of its obligations and duties hereunder, (b) reckless disregard by the Adviser of its obligations and duties hereunder, or (c) a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case, any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act), the Adviser shall not be subject to any liability whatsoever to the Trust, or to any shareholder of the Trust, for any error of judgment, mistake of law or any other act or omission in the course of, or connected with, rendering services hereunder including, without limitation, for any losses that may be sustained in connection with the purchase, holding, redemption or sale of any security on behalf of the Trust.

10. DURATION AND TERMINATION.

(a) This Agreement shall become effective with respect to each Initial Fund on the date hereof, or, with respect to any Additional Fund on the date of the written notification specified in Section 1(b). This Agreement, unless sooner terminated as provided herein, shall continue for each Fund for two years following the effective date of this Agreement with respect to the Fund, and thereafter shall continue for periods of one year so long as such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Board who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting such approval, and (b) by the Board or by vote of a majority of the outstanding voting securities of the Fund in accordance with the provisions of the 1940 Act.

(b) This Agreement may be terminated by the Trust at any time, without the payment of any penalty, by the Board or by the majority vote of either the entire Board or by vote of a majority of the outstanding voting securities of the Fund (in accordance with the provisions of the 1940 Act) on 60 days' written notice to the Adviser. This Agreement may also be terminated by the Adviser on 90 days' written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment (as defined in the 1940 Act and the rules thereunder).

11. CHOICE OF LAW. This Agreement shall be construed in accordance with the laws of The Commonwealth of Massachusetts and any applicable federal law.

12. LIMITATION OF LIABILITY. The Amended and Restated Declaration of Trust filed on September 6, 2000, which is hereby referred to and a copy of which is on file with the Secretary of The Commonwealth of Massachusetts, provides that the name streetTRACKS(SM) Series Trust means the Trustees from time to time serving (as Trustees but not personally) under such Declaration of Trust. It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the shareholders, Trustees, officers, employees or agents of the Trust, personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by

such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.

IN WITNESS WHEREOF, the due execution hereof as of the date first above written.

Attest:                                     streetTRACKS(SM) SERIES TRUST


By: /s/ James Ross                          By: /s/ Agustin J. Fleites
    ----------------------------                ------------------------------
                                            Name: Agustin J. Fleites
                                                  ----------------------------
                                            Title: President
                                                   ---------------------------


Attest:                                     STATE STREET BANK AND TRUST COMPANY


By: /s/ James Ross                          By: /s/ Timothy Harbert
    ----------------------------                ------------------------------
                                            Name: Timothy Harbert
                                                 -----------------------------
                                            Title: Executive Vice President
                                                 -----------------------------

EXHIBIT A

As consideration for the Adviser's services to each of the following Funds, the Adviser shall receive from each Fund a unitary fee, accrued daily at the rate of 1/365th of the applicable fee rate and payable monthly on the first business day of each month, of the following annual percentages of the Fund's average daily net assets during the month. The Adviser will pay all of the expenses of each Fund of the Trust except for the advisory fee, payments under each Fund's 12b-1 plan, brokerage expenses, taxes, interest, fees and expenses of the Independent Trustees (including any Trustee's counsel fees), litigation expenses and other extraordinary expenses.

                                                            ANNUAL % OF AVERAGE
FUND                                                          DAILY NET ASSETS
--------------------------------------------------------------------------------------
streetTRACKS(SM) Dow Jones U.S. Large-Cap Value Fund              0.20%
streetTRACKS(SM) Dow Jones U.S. Large-Cap Growth Fund             0.20%
streetTRACKS(SM) Dow Jones U.S. Small-Cap Value Fund              0.25%
streetTRACKS(SM) Dow Jones U.S. Small-Cap Growth Fund             0.25%
streetTRACKS(SM) Dow Jones Global Titans Index Fund               0.50%
streetTRACKS(SM) Wilshire REIT Index Fund                         0.25%
streetTRACKS(SM) Morgan Stanley High Tech 35 Index Fund           0.50%
streetTRACKS(SM) Morgan Stanley Internet Index Fund               0.50%
FORTUNE 500(R) Index Fund                                         0.20%
FORTUNE e-50(TM) Index Fund                                       0.20%

Exhibit 99.(e)

DISTRIBUTION AGREEMENT

Distribution Agreement made this 22nd day of September, 2000, by and between streetTRACKS(SM) Series Trust, a Massachusetts business trust (the "Trust"), and State Street Capital Markets, LLC (the "Distributor").

WHEREAS, the Trust is a registered open-end management investment company organized as a series trust offering a number of portfolios of securities (each a "Fund" and collectively the "Funds"), each investing primarily in equity securities selected to reflect the performance of a specified securities index, having filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form N-1A (No. 0000921749-98-000120) under the Securities Act of 1933, as amended (the "1933 Act"), and the Investment Company Act of 1940, as amended;

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

WHEREAS, the Shares of each Fund will be listed on the American Stock Exchange LLC (the "AMEX") and traded under the symbols set forth in Annex I hereto;

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

WHEREAS, the Board of Trustees of the Trust has adopted a plan of distribution (each a "12b-1 Plan") pursuant to Rule 12b-1 under the 1940 Act with respect to certain Funds and may make payments to the Distributor pursuant to such 12b-1 Plans, subject to and in accordance with the terms and conditions thereof and any related agreements;

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

WHEREAS, the Distributor desires to provide such services to the Trust.

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

1. Appointment. The Trust hereby appoints the Distributor as the exclusive distributor for Creation Unit aggregations of Shares of each Fund listed in Annex I hereto, as may be amended by the parties from time to time, on the terms and for the period set forth in this Agreement and subject to the registration requirements of the 1933 Act and of the laws governing the sale of securities in the various states, and the Distributor hereby accepts such appointment and agrees to act in such capacity hereunder.

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

a. "1940 Act" means the Investment Company Act of 1940 and the rules and regulations thereunder as amended from time to time;

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

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

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

3. Duties of the Distributor.

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

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

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

(ii) The Distributor shall, when it deems necessary and at its own expense, execute the following agreements in the forms and as approved by the Board of Trustees of the Trust, providing for activities which the Distributor deems reasonable and appropriate and which are primarily intended to result in the sale of such Creation Units: (A) selected or soliciting dealer agreements ("Soliciting Dealer Agreements") with registered broker-dealers and other eligible entities providing for the purchase of Creation Units of Shares of the Funds and related promotional activities, and (B) investor services

agreements ("Investor Services Agreements") with broker-dealers or other financial institutions providing for broker-dealer, investor and stockholder support, account maintenance and educational and promotional services relating to the Shares and facilitation through broker-dealers and other persons of communications with beneficial owners of Shares. Pursuant to this Agreement, the Soliciting Dealer Agreements and the Investor Services Agreements, the Distributor shall facilitate the coordination of the performance of any marketing and promotional services, including advertising; the development and implementation of any marketing plan; and clearing and filing all advertising, sales, marketing and promotional materials of the Funds with the NASD as provided below.

(d) The Distributor agrees to administer the Distribution and Service Plan on behalf of the Trust. The Distributor shall, at its own expense, set up and maintain a system of recording payments for fees and reimbursement of expenses disseminated pursuant to this Agreement and any other related agreements under the Funds' Rule 12b-1 Plans and shall, pursuant to the 1940 Act, report such payment activity under the Distribution and Service Plan to the Trust at least quarterly.

(e) The Distributor shall provide toll-free lines, by way of the American Stock Exchange Index Share Product Hotline (1-800-THE-AMEX) for direct investor and shareholder use between the hours of 9:30 a.m. and 4:00 p.m. Eastern time on each day the New York Stock Exchange is open for business, with appropriate NASD licensed order taking and distribution services staff.

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

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

(h) If and whenever the determination of net asset value is suspended and until such suspension is terminated, no further orders for Creation Units will be processed by the Distributor except such unconditional orders as may have been placed with the Distributor before it had knowledge of the suspension. In addition, the Trust reserves the right to suspend sales and Distributor's authority to process orders for Creation Units on behalf of the Trust, upon due notice to the Distributor, if, in the judgment of the Trust, it is in the best interests of the Trust to do so. Suspension will continue for such period as may be determined by the Trust.

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

(j) The Board of Trustees shall approve the form of any Soliciting Dealer Agreement or Investor Services Agreement to be entered into by the Distributor.

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

(l) The Distributor shall ensure that all direct requests for Prospectuses and Statements of Additional of Information are fulfilled. In addition, the Distributor shall arrange to provide the AMEX (and any other stock exchange on which the Shares may be listed) with copies of Prospectuses to be provided to purchasers in the secondary market. The Distributor will generally make it known in the brokerage community that prospectuses and statements of additional information are available, including by (i) advising the AMEX on behalf of its member firms of the same, (ii) making such disclosure in all marketing and advertising materials prepared and/or filed by the Distributor with the NASD, and (iii) as may otherwise be required by the Commission.

(m) The Distributor agrees to make available, at the Trust's request a member of its staff to attend Board meetings of the Trust in order to provide information with regard to the ongoing distribution process and for such other purposes as may be requested by the Board of Trustees of the Trust.

(n) Review all sales and marketing materials for compliance with applicable laws and conditions of any applicable Exemptive order, and file such materials when necessary or appropriate.

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

4. Duties of the Trust.

(a) The Trust agrees to issue Creation Unit aggregations of Shares of each Fund and to request The Depository Trust Company to record on its books the ownership of such Shares in accordance with the book-entry system procedures described in the Prospectus in such amounts as the Distributor has requested through the Transfer Agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite Deposit Securities and Cash Component (together with any fees) and acceptance of such order, upon the terms described in the Registration Statement. The Trust may reject any order for Creation Units or stop all receipts of such orders at any time upon reasonable notice to the Distributor, in accordance with the provisions of the Prospectus.

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

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

Registration Statement.

5. Fees and Expenses.

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

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

(c) The Distributor shall pay, from the fees received by it from the Funds pursuant to the Rule 12b-1 Plans, all fees and make reimbursement of expenses, pursuant to and in accordance with any and all Soliciting Dealer and/or Investor Services Agreements, as approved by the Board of Trustees of the Trust, as set forth in Section 3 of this Agreement. Further, the Distributor will pay, from the fees received by it from the Funds pursuant to the Rule 12b-1 Plans, all fees with respect to expedited NASD filing fees.

6. Indemnification.

(a) The Trust agrees to indemnify and hold harmless the Distributor and any soliciting dealer that enters into a Soliciting Dealer Agreement with the Distributor, which provides for such indemnification, in the form approved by the Board of Trustees (each an "Indemnified Dealer") and each of the directors, officers, agents and employees and any person who controls the Distributor or the Indemnified Dealer within the meaning of Section 15 of the 1933 Act (any of the Distributor, any Indemnified Dealer, their officers, agents, employees and directors or such control persons, for purposes of this paragraph, an "Indemnitee") against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith) arising out of or based upon an allegation or the claim that the Registration Statement, Prospectus, shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein (and in the case of the Prospectus, in light of the circumstances under which they were made) not misleading under the 1933 Act, or any other statute or the common law. However, the Trust does not agree to indemnify the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with information furnished to the Trust by or on behalf of the Distributor. The Trust will also not indemnify any Indemnitee with respect to any untrue statement or omission made in the Registration Statement or Prospectus that is subsequently corrected in such document (or an amendment thereof or supplement thereto) if a copy of the Prospectus (or such amendment or supplement) was not sent or given to the person asserting any such loss, liability, claim, damage or expense at or before the written confirmation to such person in any case where such delivery is required by the 1933 Act and the Trust had notified the Distributor of the amendment or supplement prior to the sending of the confirmation. In no case (i) is the indemnity of the Trust in favor of any Indemnitee to be deemed to protect the Indemnitee against any liability to the Trust or its shareholders to which the Indemnitee would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Trust to be liable under its indemnity agreement contained in

this paragraph with respect to any claim made against any Indemnitee unless the Indemnitee shall have notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon Indemnitee (or after Indemnitee shall have received notice of service on any designated agent). However, failure to notify the Trust of any claim shall not relieve the Trust from any liability which it may have to any Indemnitee against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Trust shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any claims, but if the Trust elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to Indemnitee, defendant or defendants in the suit. In the event the Trust elects to assume the defense of any suit and retain counsel, Indemnitee, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Trust does not elect to assume the defense of any suit, it will reimburse the Indemnitee, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. The Trust agrees to notify the Distributor and any Indemnified Dealer promptly of the commencement of any litigation or proceedings against it or any of its officers or trustees in connection with the issuance or sale of any of the Creation Units or the Shares.

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

commencement of any litigation or proceedings against it in connection with the issuance and sale of any of the shares.

(c) No indemnified party shall settle any claim against it for which it intends to seek indemnification from the indemnifying party, under the terms of section 6(a) or 6(b) above, without the prior written notice to and consent from the indemnifying party, which consent shall not be unreasonably withheld. No indemnified or indemnifying party shall settle any claim unless the settlement contains a full release of liability with respect to the other party in respect of such action. This section 6 shall survive the termination of this Agreement.

7. Representations.

(a) The Distributor represents and warrants that (i) it is duly organized as a Delaware Limited Liability Corporation and is and at all times will remain duly authorized and licensed to carry out its services as contemplated herein; (ii) the execution, delivery and performance of this Agreement are within its power and have been duly authorized by all necessary action; and (iii) its entering into this Agreement or providing the services contemplated hereby does not conflict with or constitute a default or require a consent under or breach of any provision of any agreement or document to which the Distributor is a party or by which it is bound and (iv) it is registered as a broker-dealer under the 1934 Act and is a member of the NASD.

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

8. Duration, Termination and Amendment.

(a) This Agreement shall be effective on September 20, 2000, and unless terminated as provided herein, shall continue for two years from its effective date, and thereafter from year to year, provided such continuance is approved annually by the vote of a majority of the Board of Trustees, and by the vote of those Trustees who are not "interested persons" of the Trust (the "Independent Trustees") and, if a plan under Rule 12b-1 under the 1940 Act is in effect, by the vote of those Trustees who are not "interested persons" of the Trust and who are not parties to such plan or this Agreement and have no financial interest in the operation of such plan or in any agreements related to such plan, cast in person at a meeting called for the purpose of voting on the approval. This Agreement may be terminated at any time, without the payment of any penalty, as to each Fund (i) by vote of a majority of the Independent Trustees or (ii) by vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of the Fund, on at least sixty (60) days prior written notice to the Distributor. In addition, this Agreement may be terminated at any time by the Distributor upon at least sixty (60) days prior written notice to the Trust. This Agreement shall automatically terminate in the event of its assignment. As used in this paragraph, the terms "assignment" and "interested persons" shall have the respective meanings specified in the 1940 Act.

(b) During such period as the Distributor receives compensation pursuant to the 12b-1 Plans,

and this Agreement constitutes a 12b-1 Plan related agreement, (i) any material amendment to this Agreement requires the approval provided for in paragraph (a) with respect to annual renewals of this Agreement, and (ii) any amendment that materially increases the amount to be spent for distribution services requires the additional approval of the majority of the Trust's outstanding voting securities (as defined in the 1940 Act) of each affected Fund; and (iii) the selection and nomination of those Trustees who are not "interested persons" (as defined in the 1940 Act) of the Trust shall be committed to the discretion of the Trustees of the Trust who are not such "interested persons" of the Trust;

(c) No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by the party against which an enforcement of the change, waiver, discharge or termination is sought. State Street Capital Markets, LLC, Attn.: Mark Hansen, fax: (617) 664-8630; and Bradley Jacobs, fax (617) 664-3555 if to the Trust: State Street Bank and Trust Company, Attn.: Fund Administration Legal Department, 2 Avenue de Lafayette, Boston, MA 02111 fax: (617) 662-3805.

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

11. Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of The Commonwealth of Massachusetts, without giving effect to the choice of laws provisions thereof.

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

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

14. Insurance. The Distributor will maintain at its expense an errors and omissions insurance policy which covers services by the Distributor hereunder.

15. Segregation of Fees and Expenses. Amounts paid by each Fund to the Distributor under its 12b-1 Plan either for distribution related services or shareholder services shall not be used to pay for the distribution of Shares of, or shareholder servicing in respect of, any other Fund. However, fees under the 12b-1 Plan attributable to the Trust as a whole shall be allocated to each Fund according to the method adopted by the Trust's Board of Trustees. Fees attributable to the Trust as a whole shall include any amounts payable under the 12b-1 Plans to the Distributor for its services rendered hereunder. The Distributor's allocation of such 12b-1 Plan fees shall be subject to review by the Trust's Board of Trustees.

16. Limitation of Liability. The Amended and Restated Declaration of Trust dated September 6, 2000, establishing the Trust, which is hereby referred to and a copy of which is on file with the Secretary of The Commonwealth of Massachusetts, provides that the name The Street Tracks(R) Trust means the

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

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

streetTRACKS(SM) SERIES TRUST

By:     /s/ Agustin J. Fleites
       -----------------------------
Name:   Agustin J. Fleites
       -----------------------------
Title:  President
       -----------------------------

STATE STREET CAPITAL MARKETS, LLC

By:     /s/ Robert Kilroy
       -----------------------------
Name:   Robert Kilroy
       -----------------------------
Title:  Treasurer
       -----------------------------

Annex I

FUND                                                             Symbol
----                                                             ------
streetTRACKS(SM) Dow Jones U.S. Large Cap Growth Index Fund        ELG
streetTRACKS(SM) Dow Jones U.S. Large Cap Value Index Fund         ELV
streetTRACKS(SM) Dow Jones U.S. Small Cap Growth Index Fund        DSG
streetTRACKS(SM) Dow Jones U.S. Small Cap Value Index Fund         DSV
streetTRACKS(SM) Dow Jones Global Titans Index Fund                DGT
streetTRACKS(SM) Wilshire REIT Index Fund                          RWR
streetTRACKS(SM) Morgan Stanley High Tech 35 Index Fund            MTK
streetTRACKS(SM) Morgan Stanley Internet Index Fund                MII
FORTUNE 500(R) Index Fund                                          FFF
FORTUNE e-50(TM) Index Fund                                        FEF

EXHIBIT 99(g)

CUSTODIAN AGREEMENT

This Agreement by and between streetTRACKS(SM) TRUST a business trust organized and existing under the laws of Massachusetts (the "Trust"), STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the "Custodian") and STATE STREET BANK and TRUST COMPANY, (the "Adviser").

WITNESSETH:

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

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

WHEREAS, the Trust initially intends that this Agreement be applicable to ten series, THE FORTUNE 500(R) INDEX FUND, THE FORTUNE e-50(TM) INDEX FUND, STREET TRACKS(R) DOW JONES U.S. LARGE CAP GROWTH INDEX FUND, STREET TRACKS(R) DOW JONES U.S. LARGE CAP VALUE INDEX FUND, STREET TRACKS(R) DOW JONES U.S. SMALL CAP GROWTH INDEX FUND, STREET TRACKS(R) DOW JONES U.S. SMALL CAP VALUE INDEX FUND, STREET TRACKS(R) DOW JONES GLOBAL TITANS INDEX FUND, STREET TRACKS(R) WILSHIRE REIT INDEX FUND, STREET TRACKS(R) MORGAN STANLEY HIGH TECH 35 INDEX FUND and STREET TRACKS(R) MORGAN STANLEY INTERNET INDEX FUND (such series together with all other series subsequently established by the Trust and made subject to this Agreement in accordance with Section 18, be referred to herein as (the "Fund(s)"); and

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

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

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

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

Upon receipt of "Proper Instructions" (as such term is defined in Section 6 hereof), the Custodian shall on behalf of the applicable Fund(s) from time to time employ one or more sub-custodians located in the United States, but only in accordance with an applicable vote by the Board of Trustees of the Trust (the "Board") on behalf of the applicable Fund(s). The Custodian may employ as sub-custodian for the Trust's foreign securities on behalf of the applicable Fund(s) the foreign banking institutions and foreign securities depositories designated in Schedules A and B hereto but only in accordance with the applicable provisions of Sections 3 and 4. The Custodian shall have no more or less responsibility or liability to the Trust on account of any actions or omissions of any sub-custodian so employed than any such sub-custodian has to the Custodian

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

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

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

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

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

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

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

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

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

nominee name of any sub-custodian appointed pursuant to
Section 1; or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new securities are to be delivered to the Custodian;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

1) Upon the purchase of domestic securities, options, futures contracts or options on futures contracts for the account of the Fund but only (a) against the delivery of such securities or evidence of title to such options, futures contracts or options on futures contracts to the Custodian (or any bank, banking firm or trust company doing business in the United States or abroad which is qualified under the 1940 Act to act as a custodian and has been designated by the Custodian as its agent for this purpose) registered in the name of the Fund or in the name of a nominee of the Custodian referred to in
Section 2.3 hereof or in proper form for transfer; (b) in the case of a purchase effected through a U.S. Securities System, in accordance with the conditions set forth in Section 2.9 hereof; (c) in the case of repurchase agreements entered into between the Trust on behalf of the Fund and the Custodian, or another bank, or a broker-dealer which is a member of NASD,
(i) against delivery of the securities either in certificate form or through an entry

crediting the Custodian's account at the Federal Reserve Bank with such securities or (ii) against delivery of the receipt evidencing purchase by the Fund of securities owned by the Custodian along with written evidence of the agreement by the Custodian to repurchase such securities from the Fund; or (d) for transfer to a time deposit account of the Trust in any bank, whether domestic or foreign; such transfer may be effected prior to receipt of a confirmation from a broker and/or the applicable bank pursuant to Proper Instructions from the Trust as defined herein;

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 2.10 SEGREGATED ACCOUNT. The Custodian shall upon receipt of Proper Instructions on behalf of each applicable Fund establish and maintain a segregated account or accounts for and on behalf of each such Fund, into which account or accounts may be transferred cash and/or securities, including securities maintained in an account by the Custodian pursuant to Section 2.9 hereof, (i) in accordance with the provisions of any agreement among the Trust on behalf of the Fund, the Custodian and a broker-dealer registered under the Exchange Act and a member of the NASD (or any futures commission merchant registered under the Commodity

Exchange Act), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange (or the CFTC or any registered contract market), or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Fund, (ii) for purposes of segregating cash or government securities in connection with options purchased, sold or written by the Fund or commodity futures contracts or options thereon purchased or sold by the Fund, (iii) for the purposes of compliance by the Fund with the procedures required by Investment Company Act Release No. 10666, or any subsequent release of the SEC, or interpretative opinion of the staff of the SEC, relating to the maintenance of segregated accounts by registered investment companies, and (iv) for other purpose, but only, in the case of clause (iv), upon receipt of Proper Instructions from the Trust on behalf of the applicable Fund.

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

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

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

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

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

"Country Risk" means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country including, but not limited to, such country's political environment, economic and financial infrastructure (including any Eligible Securities

Depository operating in the country), prevailing or developing custody and settlement practices, and laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country.

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

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

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

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

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

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

SECTION 3.2. THE CUSTODIAN AS FOREIGN CUSTODY MANAGER.

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

3.2.2 COUNTRIES COVERED. The Foreign Custody Manager shall be responsible for performing the delegated responsibilities defined below only with respect to the countries and custody arrangements for each such country listed on Schedule A to this Contract, which list of countries may be amended from time to time by the Trust with the agreement of the Foreign Custody Manager. The Foreign Custody Manager shall list on Schedule A the Eligible Foreign Custodians selected by the Foreign Custody Manager to maintain the assets of the Funds, which list of Eligible Foreign Custodians may be amended from time to time in the sole discretion of the Foreign Custody Manager. The Foreign Custody Manager will provide amended versions of Schedule A in accordance with Section 3.2.5 hereof.

Upon the receipt by the Foreign Custody Manager of Proper Instructions to open an account or to place or maintain Foreign Assets in a country listed on Schedule A, and the fulfillment by the Trust, on behalf of the Funds, of the applicable account opening requirements for

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

The Foreign Custody Manager may withdraw its acceptance of delegated responsibilities with respect to a designated country upon written notice to the Trust. Thirty days (or such longer period to which the parties agree in writing) after receipt of any such notice by the Trust, the Custodian shall have no further responsibility as Foreign Custody Manager to the Trust with respect to the country as to which the Custodian's acceptance of delegation is withdrawn.

3.2.3 SCOPE OF DELEGATED RESPONSIBILITIES:

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

(b) CONTRACTS WITH ELIGIBLE FOREIGN CUSTODIANS. The Foreign Custody Manager shall determine that the contract governing the foreign custody arrangements with each Eligible Foreign Custodian selected by the Foreign Custody Manager will satisfy the requirements of Rule 17f-5(c)(2).

(c) MONITORING. In each case in which the Foreign Custody Manager maintains Foreign Assets with an Eligible Foreign Custodian selected by the Foreign Custody Manager, the Foreign Custody Manager shall establish a system to monitor (i) the appropriateness of maintaining the Foreign Assets with such Eligible Foreign Custodian and (ii) the contract governing the custody arrangements established by the Foreign Custody Manager with the Eligible Foreign Custodian. In the event the Foreign Custody Manager determines that the custody arrangements with an Eligible Foreign Custodian it has selected

are no longer appropriate, the Foreign Custody Manager shall notify the Board in accordance with Section 3.2.5 hereunder.

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

3.2.5 REPORTING REQUIREMENTS. The Foreign Custody Manager shall report the withdrawal of the Foreign Assets from an Eligible Foreign Custodian and the placement of such Foreign Assets with another Eligible Foreign Custodian by providing to the Board an amended Schedule A at the end of the calendar quarter in which an amendment to such Schedule has occurred. The Foreign Custody Manager shall make written reports notifying the Board of any other material change in the foreign custody arrangements of the Funds described in this Section 3.2 after the occurrence of the material change.

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

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

3.2.8 EFFECTIVE DATE AND TERMINATION OF THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. The Board's delegation to the Custodian as Foreign Custody Manager of the Funds shall be effective as of the date hereof and shall remain in effect until terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party. Termination will become effective thirty (30) days after receipt by the non-terminating party of such notice. The provisions of Section 3.2.2 hereof shall govern the delegation to and termination of the Custodian as Foreign Custody Manager of the Funds with respect to designated countries.

SECTION 3.3 ELIGIBLE SECURITIES DEPOSITORIES.

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

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

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

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

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

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

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

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

SECTION 4.4. TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT.

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

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

effected through a Foreign Securities System, in accordance with the rules governing the operation of the Foreign Securities System;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 4.11 TAX LAW. The Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on the Trust, the Funds or the Custodian as custodian of the Funds by the tax law of the United States or of any state or political subdivision thereof. It shall be the responsibility of the Trust to notify the Custodian of the obligations imposed on the Trust with respect to the Funds or the Custodian as custodian of the Funds by the tax law of countries other than those mentioned in the above sentence, including responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting. The sole responsibility of the Custodian with regard to such tax law shall be to use reasonable efforts to assist the Trust with respect to any claim for exemption or refund under the tax law of countries for which the Trust has provided such information.

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

The Custodian shall be liable for the acts or omissions of a Foreign Sub-Custodian to the same extent as set forth with respect to sub-custodians generally in the Contract and, regardless of

whether assets are maintained in the custody of a Foreign Sub-Custodian or a Foreign Securities System, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism, or any other loss where the Sub-Custodian has otherwise acted with reasonable care.

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

The Custodian shall receive from the distributor for the Shares or from the Transfer Agent and deposit into the account of the appropriate Fund such payments as are received for Shares thereof issued or sold from time to time by the Trust. The Custodian will provide timely notification to the Trust on behalf of each such Fund and the Transfer Agent of any receipt by it of payments for Shares of such Fund.

From such funds as may be available for the purpose, the Custodian shall, upon receipt of instructions from the Transfer Agent, make funds available for payment to holders of Shares who have delivered to the Transfer Agent a request for redemption or repurchase of their Shares. In connection with the redemption or repurchase of Shares, the Custodian is authorized upon receipt of instructions from the Transfer Agent to wire funds to or through a commercial bank designated by the redeeming shareholders. In connection with the redemption or repurchase of Shares, the Custodian shall honor checks drawn on the Custodian by a holder of Shares, which checks have been furnished by the Trust to the holder of Shares, when presented to the Custodian in accordance with such procedures and controls as are mutually agreed upon from time to time between the Trust and the Custodian.

SECTION 6. PROPER INSTRUCTIONS

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

SECTION 7. ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY

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

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

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

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

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

SECTION 8. EVIDENCE OF AUTHORITY

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

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

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

defined in the Prospectus) and the Fund Securities (as defined in the Prospectus) and shall transmit such information to the AMEX.

SECTION 10. RECORDS

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

SECTION 11. OPINION OF TRUST'S INDEPENDENT ACCOUNTANT

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

SECTION 12. REPORTS TO TRUST BY INDEPENDENT PUBLIC ACCOUNTANTS

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

SECTION 13. COMPENSATION OF CUSTODIAN

The Custodian shall receive from the Trust such compensation for the Custodian's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties and initially set forth as a "Unitary Fee" in the Custody, Accounting, Transfer Agent, Stock Transfer, Fund Administration and Advisory Fee Schedule to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Trust shall reimburse the Custodian for its out-of-pocket costs occurred in connection with this Agreement.

SECTION 14. RESPONSIBILITY OF CUSTODIAN

So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by and shall be without liability to the Trust for any action taken or omitted by it in good faith without negligence. It shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Trust) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be without liability to the Trust and the Funds for any loss, liability, claim or expense resulting from or caused by anything which is part of Country Risk (as defined in Section 3 hereof), including without limitation nationalization, expropriation, currency restrictions, or acts of war, revolution, riots or terrorism.

Except as may arise from the Custodian's own negligence or willful misconduct or the negligence or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to the Trust for any loss, liability, claim or expense resulting from or caused by; (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, work stoppages, natural disasters, or other similar events or acts; (ii) errors by the Trust or the Investment Advisor in their instructions to the Custodian provided such instructions have been in accordance with this Agreement; (iii) the insolvency of or acts or omissions by a Securities System; (iv) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian's sub-custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (v) any delay or failure of any company, corporation, or other

body in charge of registering or transferring securities in the name of the Custodian, the Trust, the Custodian's sub-custodians, nominees or agents or any consequential losses arising out of such delay or failure to transfer such securities including non-receipt of bonus, dividends and rights and other accretions or benefits; (vi) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (vii) any provision of any present or future law or regulation or order of the United States of America, or any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction.

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

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

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

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

SECTION 15. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT

This Agreement shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however, that the Trust shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Trust's Declaration of Trust, and further provided, that the Trust on behalf of one or more of the Funds may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the

happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction.

Upon termination of the Agreement, the Trust on behalf of each applicable Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its costs, expenses and disbursements.

SECTION 16. SUCCESSOR CUSTODIAN

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

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

In the event that no written order designating a successor custodian or Certified Resolution shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by the Custodian on behalf of each applicable Fund and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Fund, and to transfer to an account of such successor custodian all of the securities of each such Fund held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement.

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

SECTION 17. INTERPRETIVE AND ADDITIONAL PROVISIONS

In connection with the operation of this Agreement, the Custodian and the Trust on behalf of each of the Funds, may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions shall be in a writing

signed by both parties and shall be annexed hereto, provided that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of the Trust's Declaration of Trust. No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Agreement.

SECTION 18. ADDITIONAL FUNDS

In the event that the Trust establishes one or more series of Shares in addition to THE FORTUNE 500(R) INDEX FUND, THE FORTUNE e-50TM INDEX FUND, STREET TRACKS(R) DOW JONES U.S. LARGE CAP GROWTH INDEX FUND, STREET Tracks(R) DOW JONES U.S. LARGE CAP VALUE INDEX FUND, STREET TRACKS(R) DOW JONES U.S. SMALL CAP GROWTH INDEX FUND, STREET TRACKS(R) DOW JONES U.S. SMALL CAP VALUE INDEX FUND, STREET TRACKS(R) DOW JONES GLOBAL TITANS INDEX FUND, STREET TRACKS(R) WILSHIRE REIT INDEX FUND, STREET TRACKS(R) MORGAN STANLEY HIGH TECH 35 INDEX FUND and STREET TRACKS(R) MORGAN STANLEY INTERNET INDEX FUND with respect to which it desires to have the Custodian render services as custodian under the terms hereof, it shall so notify the Custodian in writing, and if the Custodian agrees in writing to provide such services, such series of Shares shall become a Fund hereunder.

SECTION 19. MASSACHUSETTS LAW TO APPLY

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

SECTION 20. PRIOR AGREEMENTS

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

SECTION 21. NOTICES.

Any notice, instruction or other instrument required to be given hereunder may be delivered in person to the offices of the parties as set forth herein during normal business hours or delivered prepaid registered mail or by telex, cable or telecopy to the parties at the following addresses or such other addresses as may be notified by any party from time to time.

To the Trust:              streetTRACKS(SM) SERIES TRUST
                           Lafayette Corporate Center
                           2 Avenue de Lafayette
                           Boston, MA 02111

                           Attention: Michael E. Gillespie
                           Telephone: 617-662-3966
                           Telecopy: 617-662-3805


To the Custodian:          STATE STREET BANK AND TRUST COMPANY
                           Lafayette Corporate Center
                           2 Avenue de Lafayette
                           Boston, Massachusetts 02111
                           Attention:  Kevin F. Griffin, Senior Vice President
                           Telephone:  617-662-2762
                           Telecopy:  617-662-2204


To the Adviser:            STATE STREET BANK AND TRUST COMPANY
                           225 Franklin St.
                           Boston, MA 02110
                           Attention: James Ross
                           Telephone: 617-664-2043
                           Telecopy: *

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

SECTION 22. REPRODUCTION OF DOCUMENTS

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

SECTION 23. REMOTE ACCESS SERVICES ADDENDUM

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

SECTION 24. LIMITATION OF LIABILITY

The Amended and Restated Declaration of Trust dated September __, 2000, which is hereby referred to and a copy of which is on file with the Secretary of The Commonwealth of Massachusetts, provides that the name streetTRACKS(SM) TRUST means the Trustees from time to time serving (as Trustees but not personally) under such Declaration of Trust. It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the shareholders, Trustees, officers, employees or agents of the Trust, personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.

SECTION 25. SHAREHOLDER COMMUNICATIONS ELECTION

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

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

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

IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed in its name and behalf by its duly authorized representative and its seal to be hereunder affixed as of September 22, 2000.

streetTRACKS(SM) SERIES TRUST TRUST SIGNATURE ATTESTED TO BY:

By:  /s/ Agustin J. Fleites                 By:   /s/ James Ross

Name:  Agustin J. Fleites                   Name: James Ross

Title: President                            Title: Vice President




STATE STREET BANK AND TRUST COMPANY         CUSTODIAN SIGNATURE ATTESTED TO BY:


By: /s/ Ronald E. Logue                     By:  /s/ Glenn Ciotti


Name: Ronald E. Logue                       Name:  Glenn Ciotti

Title:  Vice Chairman &                     Title: VP & Assoc. Counsel
        Chief Operating Officer


STATE STREET BANK AND TRUST COMPANY         ADVISER SIGNATURE ATTESTED TO BY:


By: /s/ Timothy Harbert                     By: /s/ James Ross

Name: Timothy Harbert                       Name: James Ross


Title: Executive Vice President             Title: Principal

Exhibit 99.(h)(i)

ADMINISTRATION AGREEMENT

Agreement dated as of September 22, 2000, by and between State Street Bank and Trust Company, a Massachusetts trust company (the "Administrator"), State Street Bank and Trust Company (the "Adviser"), and streetTRACKS(SM) Series Trust (the "Trust").

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

WHEREAS, shares of beneficial interests (the "Shares") of each initial series of the Trust (each a "Fund" and together the "Funds") will be listed on the American Stock Exchange LLC (the "AMEX"); and

WHEREAS, the Trust desires to retain the Administrator to furnish certain administrative services to the Trust, and the Administrator is willing to furnish such services, on the terms and conditions hereinafter set forth.

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

1. APPOINTMENT OF ADMINISTRATOR

The Trust hereby appoints the Administrator to act as administrator with respect to the Trust for purposes of providing certain administrative services for the period and on the terms set forth in this Agreement. The Administrator accepts such appointment and agrees to render the services stated herein.

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

2. DELIVERY OF DOCUMENTS

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

a. The Trust's Declaration of Trust;

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

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

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

e. A copy of the distribution agreement between the Trust and its distributor; and

f. Such other certificates, documents or opinions which the Administrator may, in its reasonable discretion, deem necessary or appropriate in the proper performance of its duties.

3. REPRESENTATIONS AND WARRANTIES OF THE ADMINISTRATOR

The Administrator represents and warrants to the Trust that:

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

b. It has the corporate power and authority to carry on its business in The Commonwealth of Massachusetts;

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

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

e. Its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Administrator or any law or regulation applicable to it.

4. REPRESENTATIONS AND WARRANTIES OF THE TRUST

The Trust represents and warrants to the Administrator that:

a. It is a business trust, duly organized, existing and in good standing under the

laws of The Commonwealth of Massachusetts;

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

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

d. It is an investment company properly registered under the 1940 Act;

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

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

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

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

5. ADMINISTRATION SERVICES

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

a. Oversee the determination and publication of the Trust's net asset value in accordance with the Trust's policy as adopted from time to time by the Board;

b. Oversee the maintenance by the Trust's custodian of certain books and records of the Trust as required under Rule 31a-1(b) of the 1940 Act;

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

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

e. Prepare for review and approval by officers of the Trust financial information for the Trust's semi-annual and annual reports, proxy statements and other communications required or otherwise to be sent to Trust shareholders, and arrange for the printing and dissemination of such reports and communications to record and beneficial shareholders through The Depository Trust Company;

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

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

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

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

j. Make such reports and recommendations to the Board concerning the performance and fees of the Trust's custodian and transfer and dividend disbursing agent ("Transfer Agent") as the Board may reasonably request or deems appropriate;

k. Oversee and review calculations of fees paid to the Trust's investment adviser, custodian and Transfer Agent;

l. Consult with the Trust's officers, independent accountants, legal counsel, custodian and Transfer Agent in establishing the accounting policies of the Trust;

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

n. Provide periodic testing of portfolios to assist the Trust's investment adviser in complying with Internal Revenue Code mandatory qualification requirements, the requirements of the 1940 Act and Trust prospectus limitations as may be mutually agreed upon;

o. Review and provide assistance on shareholder communications;

p. Maintain general corporate calendar;

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

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

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

t. Provide consultation on regulatory matters relating to portfolio management, Trust operations and any potential changes in the Trust's investment policies, operations or structure; act as liaison to legal counsel to the Trust and, where applicable, to legal counsel to the Trust's independent Board members;

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

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

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

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

x. Prepare and file with the SEC amendments to the Trust's registration statement, including updating the Prospectus and Statement of Additional Information, where applicable;

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

z. Prepare agenda and background materials for Board meetings, make presentations where appropriate, prepare minutes and follow-up on matters raised at Board meetings;

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

bb. Perform Blue Sky services pursuant to the specific instructions of the Trust and as detailed in Schedule B to this Agreement; and

cc. Prepare or oversee the preparation of all press releases and notices to the AMEX.

The Administrator shall provide the office facilities and the personnel required by it to perform the services contemplated herein.

6. FEES; EXPENSES; EXPENSE REIMBURSEMENT

The Administrator shall receive from the Adviser such compensation for the Administrator's services provided pursuant to this Agreement as may be agreed to from time to time in a written fee schedule approved by the parties, and initially set forth as a "Unitary Fee" in the Custody, Accounting, Transfer Agent, Stock Transfer, Fund Administration and Advisory Fee Schedule to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Trust shall reimburse the Administrator for its out-of-pocket costs incurred in connection with this Agreement.

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

The Adviser or the Trust will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator or another party. Expenses to be borne by the Adviser or the Trust, include, but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel's review of the Trust's registration statement, proxy materials, federal and state tax qualification as a regulated investment company and other reports and materials prepared by the Administrator under this Agreement); cost of any services contracted for by the Trust directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Trust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation, printing and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director\trustee or employee of the Trust; costs incidental to the preparation, printing and distribution of the Trust's registration statements and any amendments thereto and shareholder reports; cost of typesetting and printing of prospectuses; cost of preparation and filing of the Trust's tax returns, Form N-1A and Form N-SAR, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; fidelity bond and directors' and officers' liability insurance; and cost of independent pricing services used in computing the Trust's net asset value.

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

persons as it is for its own acts and omissions.

7. INSTRUCTIONS AND ADVICE

At any time, the Administrator may apply to any officer of the Trust for instructions and may consult with its own legal counsel or outside counsel for the Trust or the independent accountants for the Trust at the expense of the Trust, with respect to any matter arising in connection with the services to be performed by the Administrator under this Agreement. The Administrator shall not be liable, and shall be indemnified by the Trust, for any action taken or omitted by it in good faith in reliance upon any such instructions or advice or upon any paper or document believed by it to be genuine and to have been signed by the proper person or persons. The Administrator shall not be held to have notice of any change of authority of any person until receipt of written notice thereof from the Trust. Nothing in this paragraph shall be construed as imposing upon the Administrator any obligation to seek such instructions or advice, or to act in accordance with such advice when received.

8. LIMITATION OF LIABILITY AND INDEMNIFICATION

The Administrator shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, the Administrator's liability under this Agreement shall be limited to two times its total annual compensation earned and fees paid hereunder during the preceding twelve months for any liability or loss suffered by the Trust including, but not limited to, any liability relating to qualification of the Trust as a regulated investment company or any liability relating to the Trust's compliance with any federal or state tax or securities statute, regulation or ruling.

The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption.

The Trust shall indemnify and hold the Administrator harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator's acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by the Trust, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own gross negligence or willful misconduct.

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

9. CONFIDENTIALITY

The Administrator agrees that, except as otherwise required by law or in connection with any required disclosure to a banking or other regulatory authority, it will keep confidential all records and information in its possession relating to the Trust or its shareholders or shareholder accounts and will not disclose the same to any person except at the request or with the written consent of the Trust.

10. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS

The Trust assumes full responsibility for complying with all securities, tax, commodities and other laws, rules and regulations applicable to it.

In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Administrator agrees that all records which it maintains for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request. The Administrator further agrees that all records which it maintains for the Trust pursuant to Rule 31a-1 under the 1940 Act will be preserved for the periods prescribed by Rule 31a-2 under the 1940 Act unless any such records are earlier surrendered as provided above. Records shall be surrendered in usable machine-readable form.

11. SERVICES NOT EXCLUSIVE

The services of the Administrator to the Trust are not to be deemed exclusive, and the Administrator shall be free to render similar services to others. The Administrator shall be deemed to be an independent contractor and shall, unless otherwise expressly provided herein or authorized by the Trust from time to time, have no authority to act or represent the Trust in any way or otherwise be deemed an agent of the Trust.

12. TERM, TERMINATION AND AMENDMENT

This Agreement shall become effective on the date of its execution and shall remain in full force and effect from the effective date for an initial term of two years from the effective date and shall automatically continue in full force and effect after such initial term unless either party terminates this Agreement by written notice to the other party at least sixty
(60) days prior to the expiration of the initial term. Either party may terminate this Agreement at any time after the initial term upon at least sixty
(60) days' prior written notice to the other party. Termination of this Agreement with respect to any given Fund shall in no way affect the continued validity of this Agreement with respect to any other Fund. Upon termination of this Agreement, the Trust shall pay to the Administrator such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination, including reasonable out-of-pocket expenses associated with such termination. This Agreement may be modified or amended from time to time by mutual written agreement of the parties hereto.

13. NOTICES

Any notice or other communication authorized or required by this Agreement to be given to either party shall be in writing and deemed to have been given when delivered in person or by confirmed facsimile, or posted by certified mail, return receipt requested, to the following address (or

such other address as a party may specify by written notice to the other): if to the Trust: 2 Avenue de Lafayette, LLC-4N, Boston, Massachusetts 02111Attn: Fund Administration Legal Dept. fax: 617-662-3805; if to the Administrator: State Street Bank and Trust Company, 2 Avenue de Lafayette, LLC-4N, Boston, Massachusetts 02111, Attn: Fund Administration Legal Department, fax:
617-662-3805; if to the Adviser: SSgA, 2 International Place, Boston, Massachusetts.

14. NON-ASSIGNABILITY

This Agreement shall not be assigned by either party hereto without the prior consent in writing of the other party, except that the Administrator may assign this Agreement to a successor of all or a substantial portion of its business, or to a party controlling, controlled by or under common control with the Administrator.

15. SUCCESSORS

This Agreement shall be binding on and shall inure to the benefit of the Trust and the Administrator and their respective successors and permitted assigns.

16. ENTIRE AGREEMENT

This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes all previous representations, warranties or commitments regarding the services to be performed hereunder whether oral or in writing.

17. WAIVER

The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver nor shall it deprive such party of the right thereafter to insist upon strict adherence to that term or any term of this Agreement. Any waiver must be in writing signed by the waiving party.

18. SEVERABILITY

If any provision of this Agreement is invalid or unenforceable, the balance of the Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance it shall nevertheless remain applicable to all other persons and circumstances.

19. GOVERNING LAW

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

20. REPRODUCTION OF DOCUMENTS

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

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

21. LIMITATION OF LIABILITY

The Amended and Restated Declaration of Trust dated September 6, 2000, which is hereby referred to and a copy of which is on file with the Secretary of The Commonwealth of Massachusetts, provides that the name streetTRACKSSM Series Trust means the Trustees from time to time serving (as Trustees but not personally) under such Declaration of Trust. It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the shareholders, Trustees, officers, employees or agents of the Trust, personally, but shall bind only the trust property of the Trust, as provided in its Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.

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

STREETTRACKS(SM) SERIES TRUST

By:    /s/ Agustin J. Fleites
       -----------------------------------------
Name:  Agustin J. Fleites
       -----------------------------------------
Title: President
       -----------------------------------------

STATE STREET BANK AND TRUST COMPANY

By:    /s/ Kathleen C. Cuocolo
       -----------------------------------------
Name:  Kathleen C. Cuocolo
       -----------------------------------------
Title: Executive Vice President
       -----------------------------------------

STATE STREET BANK AND TRUST COMPANY, AS ADVISER

By:    /s/ Timothy Harbert
       -----------------------------------------
Name:  Timothy Harbert
       -----------------------------------------
Title: Executive Vice President
       -----------------------------------------

ADMINISTRATION AGREEMENT

SCHEDULE A
LISTING OF FUNDS AND AUTHORIZED SHARES

FUND                                                           AUTHORIZED SHARES
streetTRACKS(SM) Dow Jones U.S. Large Cap Growth Index Fund        Unlimited
streetTRACKS(SM) Dow Jones U.S. Large Cap Value Index Fund         Unlimited
streetTRACKS(SM) Dow Jones U.S. Small Cap Growth Index Fund        Unlimited
streetTRACKS(SM) Dow Jones U.S. Small Cap Value Index Fund         Unlimited
streetTRACKS(SM) Dow Jones Global Titans Index Fund                Unlimited
streetTRACKS(SM) Wilshire REIT Index Fund                          Unlimited
streetTRACKS(SM) Morgan Stanley High Tech 35 Index Fund            Unlimited
streetTRACKS(SM) Morgan Stanley Internet Index Fund                Unlimited
FORTUNE 500(R) Index Fund                                          Unlimited
FORTUNE e-50(TM) Index Fund                                        Unlimited

ADMINISTRATION AGREEMENT

SCHEDULE B
NOTICE FILING WITH
STATE SECURITIES ADMINISTRATORS

AT THE SPECIFIC DIRECTION OF THE TRUST, THE ADMINISTRATOR WILL PREPARE REQUIRED DOCUMENTATION AND MAKE NOTICE FILINGS IN ACCORDANCE WITH THE SECURITIES LAWS OF EACH JURISDICTION IN WHICH TRUST SHARES ARE TO BE OFFERED OR SOLD PURSUANT TO INSTRUCTIONS GIVEN TO THE ADMINISTRATOR BY THE TRUST.

THE TRUST SHALL BE SOLELY RESPONSIBLE FOR THE DETERMINATION (i) OF THOSE JURISDICTIONS IN WHICH NOTICE FILINGS ARE TO BE SUBMITTED AND (ii) THE NUMBER OF TRUST SHARES TO BE PERMITTED TO BE SOLD IN EACH SUCH JURISDICTION. IN THE EVENT THAT THE ADMINISTRATOR BECOMES AWARE OF (a) THE SALE OF TRUST SHARES IN A JURISDICTION IN WHICH NO NOTICE FILING HAS BEEN MADE OR (b) THE SALE OF TRUST SHARES IN EXCESS OF THE NUMBER OF TRUST SHARES PERMITTED TO BE SOLD IN SUCH JURISDICTION, THE ADMINISTRATOR SHALL REPORT SUCH INFORMATION TO THE TRUST, AND IT SHALL BE THE TRUST'S RESPONSIBILITY TO DETERMINE APPROPRIATE CORRECTIVE ACTION AND INSTRUCT THE ADMINISTRATOR WITH RESPECT THERETO.

The Blue Sky services shall consist of the following:

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

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

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

4. Filing Trust sales reports where required;

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

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

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

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

Unless otherwise specified in writing by the Administrator, Blue Sky services by the Administrator shall not include determining the availability of exemptions under a jurisdiction's blue sky law. Any such determination shall be made by the Trust or its legal counsel. In connection with the services described herein, the Trust shall issue in favor of the Administrator a power of attorney to submit Notice Filings on behalf of the Trust, which power of attorney shall be substantially in the form of Exhibit I attached hereto.

EXHIBIT I

LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, as of September 22, 2000, that streetTRACKS(SM) Trust with principal offices at 225 Franklin Street, Boston, MA 02110 (the "Trust") makes, constitutes, and appoints STATE STREET BANK AND TRUST COMPANY (the "Administrator") with principal offices at 225 Franklin Street, Boston, Massachusetts its lawful attorney-in-fact for it to do as if it were itself acting, the following:

1. REGISTRATION OF TRUST SHARES. The power to register shares of each series of the Trust in each jurisdiction in which each series of Trust shares are offered or sold and in connection therewith the power to prepare, execute, and deliver and file any and all Trust applications, including without limitation, applications to register shares, consents, including consents to service of process, reports, including without limitation, all periodic reports, claims for exemption, or other documents and instruments now or hereafter required or appropriate in the judgment of the Administrator in connection with the registration of Trust shares.

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

The execution of this limited power of attorney shall be deemed coupled with an interest and shall be revocable only upon receipt by the Administrator of such termination of authority. Nothing herein shall be construed to constitute the appointment of the Administrator as or otherwise authorize the Administrator to act as an officer, director or employee of the Trust.

IN WITNESS WHEREOF, the Trust has caused this Agreement to be executed in its name and on its behalf by and through its duly authorized officer, as of the date first written above.

By:    /s/ Agustin J. Fleites
       -----------------------------------------
Name:  Agustin J. Fleites
       -----------------------------------------
Title: President
       -----------------------------------------

Exhibit 99.(h)(ii)

TRANSFER AGENCY AND SERVICE AGREEMENT

AGREEMENT made as of the 22nd day of September, 2000, by and between streetTRACKS(SM) SERIES TRUST, a Massachusetts business trust, having its principal office and place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the "Trust"), STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its principal office and place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the "Bank") and STATE STREET BANK AND TRUST COMPANY (the "Adviser").

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

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

WHEREAS, the Trust intends to initially offer shares in ten (10) series, streetTRACKS(SM) Dow Jones U.S. Large-Cap Value Index Fund, streetTRACKS(SM) Dow Jones U.S. Large Cap Growth Index Fund, streetTRACKS(SM) Dow Jones U.S. Small Cap Value Index Fund, streetTRACKS(SM) Dow Jones U.S. Small Cap Growth Index Fund, streetTRACKS(SM) Dow Jones Global Titans Index Fund, streetTRACKS(SM) Wilshire REIT Index Fund, streetTRACKS(SM) Morgan Stanley High Tech 35 Index Fund, streetTRACKS(SM) Morgan Stanley Internet Index Fund, The FORTUNE 500(R) Index Fund and The FORTUNE e-50(TM) Index Fund (each such series, together with all other series subsequently established by the Trust and made subject to this Agreement in accordance with Article 10, being herein referred to as a "Fund", and collectively as the "Funds");

WHEREAS, the Trust will issue and redeem shares of each Fund only in aggregations of shares known as "Creation Units" (currently 50,000 shares in the case of each Fund) (each a "Creation Unit") principally in kind for portfolio securities of the respective Fund, as more fully described in the prospectus and statement of additional information of the Trust (together, the "Prospectus") included in its registration statement on Form N-1A (the "Registration Statement") (Reg. Nos. 333-57793, 811-08839); and

WHEREAS, the shares of each of the initial ten (10) Funds have been approved for listing on the American Stock Exchange LLC (the "AMEX"), subject to notice of issuance;

WHEREAS, The Depository Trust Company, a limited purpose trust company organized under the laws of the State of New York ("DTC"), or its nominee, will be the initial record or registered owner (the "Shareholder") of all shares;

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

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

l.         Terms of Appointment; Duties of the Bank

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

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

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

                    (i)      Review upon receipt from the Trust's distributor
                             (the "Distributor") orders for the purchase of
                             Creation Unit aggregations of Shares which have
                             been submitted to the Distributor and based on its
                             records and the records of DTC determine whether
                             the order if accepted will result in the depositor
                             of the Fund Deposit owning or appearing to own
                             eighty percent (80%) of the outstanding Shares of
                             such Fund and provide advice of the same to the
                             Distributor;

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

                    (iii)    Receive from Authorized Participants (as defined in
                             the Prospectus) redemption requests; deliver the
                             appropriate documentation thereof to the authorized
                             custodian of the Trust (the "Custodian"); generate
                             and transmit or cause to be generated and
                             transmitted confirmation of receipt of such
                             redemption requests to the Authorized Participants
                             submitting the same; transmit appropriate trade
                             instructions to the National Securities Clearance
                             Corporation, if applicable; and redeem the
                             appropriate number of Creation Unit Aggregations of
                             Shares held in the account of the Shareholder;

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

                    (v)      Maintain the record of the name and address of the
                             Shareholder and the number of Shares issued by each
                             Fund of the Trust and held by the Shareholder;

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

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

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

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

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

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

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

                    (xiii)   Maintain those books and records of the Trust that
                             are required under Rule 31a-1(b)(2)(D) of the 1940
                             Act unless otherwise directed by the Trust;

           (b)      In addition to and neither in lieu nor in contravention of
                    the services set forth in the above paragraph (a), the Bank
                    shall: (i) perform the customary services of a transfer
                    agent and dividend disbursing agent including but not
                    limited to: maintaining the account of the Shareholder,
                    obtaining a list of DTC participants holding interests in
                    the Global Certificate at the request of the Trust, mailing

                    proxy materials, shareholder reports and prospectuses to the
                    Shareholder or DTC participants or beneficial owners of
                    Shares at the request of the Trust.

           (c)      For so long as Shares are represented by Global
                    Certificates, the following shall be delivered to DTC for
                    delivery to beneficial owners in accordance with the

procedures for book-entry only securities of DTC:

(i) Annual and semi-annual reports of the Trust;

(ii) Proxies, proxy statements and other proxy soliciting materials;

(iii) Prospectus and amendments and supplements to the

                             Prospectus, including stickers; and

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

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

2.         Fees and Expenses

2.1        The Bank shall receive from the Adviser such compensation for the
           Transfer Agent's services provided pursuant to this Agreement as may
           be agreed to from time to time in a written fee schedule approved by
           the parties, and initially set forth as a "Unitary Fee" in the
           Custody, Accounting, Transfer Agent, Stock Transfer, Fund
           Administration and Advisory Fee Schedule to this Agreement. The fees
           are accrued daily and billed monthly and shall be due and payable
           upon receipt of the invoice. Upon the termination of this Agreement
           before the end of any month, the fee for the part of the month before
           such termination shall be prorated according to the proportion which
           such part bears to the full monthly period and shall be payable upon
           the date of termination of this Agreement.

2.2        In addition to the fee paid under Section 2.1 above, the Adviser
           agrees on behalf of each of the Funds to reimburse the Bank for
           out-of-pocket expenses, including but not limited to confirmation
           production, postage, forms, telephone, microfilm, microfiche,
           tabulating proxies, records storage, or advances incurred by the Bank
           for the items set out in the fee schedule attached hereto. In
           addition, any other expenses incurred by the Bank at the request or
           with the consent of the Trust, will be reimbursed by the Adviser on
           behalf of the applicable Fund.

2.3        The Adviser agrees on behalf of each of the Funds to pay all fees and
           reimbursable expenses within five days following the receipt of the
           respective billing notice. Postage for mailing of dividends, proxies,
           Trust reports and other mailings to all shareholder accounts shall be
           advanced to the Bank by the Adviser at least seven (7) days prior to
           the mailing date of such materials.

3.         Representations and Warranties of the Bank

The Bank represents and warrants to the Trust that:

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

3.2        It is duly qualified to carry on its business in The Commonwealth of
           Massachusetts.

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

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

3.5        It has and will continue to have access to the necessary facilities,
           equipment and personnel to perform its duties and obligations under
           this Agreement.

4.         Representations and Warranties of the Trust

The Trust represents and warrants to the Bank that:

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

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

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

4.4        It is an open-end management investment company registered under the
           Investment Company Act of 1940, as amended.

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

5.         Data Access and Proprietary Information

5.1        The Trust acknowledges that the data bases, computer programs, screen
           formats, report formats, interactive design techniques, and
           documentation manuals furnished to the Trust by the Bank as part of
           the Trust's ability to access certain Trust-related data ("Customer
           Data") maintained by the Bank on data bases under the control and
           ownership of the Bank or other third party ("Data Access Services")
           constitute

           copyrighted, trade secret, or other proprietary information
           (collectively, "Proprietary Information") of substantial value to the
           Bank or other third party. In no event shall Proprietary Information
           be deemed Customer Data. The Trust agrees to treat all Proprietary
           Information as proprietary to the Bank and further agrees that it
           shall not divulge any Proprietary Information to any person or
           organization except as may be provided hereunder. Without limiting
           the foregoing, the Trust agrees for itself and its employees and
           agents:

           (a)      to access Customer Data solely from locations as may be
                    designated in writing by the Bank and solely in accordance
                    with the Bank's applicable user documentation;

           (b)      to refrain from copying or duplicating in any way the
                    Proprietary Information;

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

           (d)      to refrain from causing or allowing the data acquired
                    hereunder from being retransmitted to any other computer
                    facility or other location, except with the prior written
                    consent of the Bank;

           (e)      that the Trust shall have access only to those authorized
                    transactions agreed upon by the parties;

           (f)      to honor all reasonable written requests made by the Bank to
                    protect at the Bank's expense the rights of the Bank in
                    Proprietary Information at common law, under federal
                    copyright law and under other federal or state law.

Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 5. The obligations of this Section shall survive any earlier termination of this Agreement.

5.2        If the Trust notifies the Bank that any of the Data Access Services
           do not operate in material compliance with the most recently issued
           user documentation for such services, the Bank shall endeavor in a
           timely manner to correct such failure. Organizations from which the
           Bank may obtain certain data included in the Data Access Services are
           solely responsible for the contents of such data and the Trust agrees
           to make no claim against the Bank arising out of the contents of such
           third-party data, including, but not limited to, the accuracy
           thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE
           SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS,
           AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES
           EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO,
           THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
           PARTICULAR PURPOSE.

5.3        If the transactions available to the Trust include the ability to
           originate electronic instructions to the Bank in order to (i) effect
           the transfer or movement of cash or Shares or (ii) transmit
           Shareholder information or other information, then in such event the
           Bank shall be entitled to rely on the validity and authenticity of
           such instruction without undertaking any further inquiry as long as
           such instruction is undertaken in conformity with security procedures
           established by the Bank from time to time.

6.         Indemnification

6.1        The Bank shall not be responsible for, and the Trust shall on behalf
           of the applicable Fund indemnify and hold the Bank harmless from and
           against, any and all losses, damages, costs, charges, counsel fees,
           payments, expenses and liability arising out of or attributable to:

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

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

           (c)      The reliance on or use by the Bank or its agents or
                    subcontractors of information, records, documents or
                    services which (i) are received by the Bank or its agents or
                    subcontractors, and (ii) have been prepared, maintained or
                    performed by the Trust or any other person or firm on behalf
                    of the Trust including but not limited to any previous
                    transfer agent or registrar.

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

           (e)      The offer or sale of Shares in violation of any requirement
                    under the federal securities laws or regulations or the
                    securities laws or regulations of any state that such Shares
                    be registered in such state or in violation of any stop
                    order or other determination or ruling by any federal agency
                    or any state with respect to the offer or sale of such
                    Shares in such state.

6.2        At any time the Bank may apply to any officer of the Trust for
           instructions, and may consult with legal counsel with respect to any
           matter arising in connection with the services to be performed by the
           Bank under this Agreement, and the Bank and its agents or
           subcontractors shall not be liable and shall be indemnified by the
           Trust on behalf of the applicable Fund for any action taken or
           omitted by it in reliance upon such instructions or upon the opinion
           of such counsel. The Bank, its agents and subcontractors shall be
           protected and indemnified in acting upon any paper or document,
           reasonably believed to be genuine and to have been signed by the
           proper person or persons, or upon any instruction, information, data,
           records or documents provided the Bank or its agents or
           subcontractors by machine readable input, telex, CRT

           data entry or other similar means authorized by the Trust, and shall
           not be held to have notice of any change of authority of any person,
           until receipt of written notice thereof from the Trust.

6.3        In order that the indemnification provisions contained in this
           Section 6 shall apply, upon the assertion of a claim for which the
           Trust may be required to indemnify the Bank, the Bank shall promptly
           notify the Trust of such assertion, and shall keep the Trust advised
           with respect to all developments concerning such claim. The Trust
           shall have the option to participate with the Bank in the defense of
           such claim or to defend against said claim in its own name or in the
           name of the Bank. The Bank shall in no case confess any claim or make
           any compromise in any case in which the Trust may be required to
           indemnify the Bank except with the Trust's prior written consent.

7.         Standard of Care

           The Bank shall at all times act in good faith and agrees to use its
           best efforts within reasonable limits to insure the accuracy of all
           services performed under this Agreement, but assumes no
           responsibility and shall not be liable for loss or damage due to
           errors unless said errors are caused by its negligence, bad faith, or
           willful misconduct or that of its employees.

8.         Covenants of the Trust and the Bank

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

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

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

8.2        The Bank shall keep records relating to the services to be performed
           hereunder, in the form and manner as it may deem advisable. To the
           extent required by Section 31 of the Investment Company Act of 1940,
           as amended, and the Rules thereunder, the Bank agrees that all such
           records prepared or maintained by the Bank relating to the services
           to be performed by the Bank hereunder are the property of the Trust
           and will be preserved, maintained and made available in accordance
           with such Section and Rules, and will be surrendered promptly to the
           Trust on and in accordance with its request.

8.3        The Bank and the Trust agree that all books, records, information and
           data pertaining to the business of the other party which are
           exchanged or received pursuant to the negotiation or the carrying out
           of this Agreement shall remain confidential, and shall not be
           voluntarily disclosed to any other person, except as may be required
           by law.

8.4        In case of any requests or demands for the inspection of the
           Shareholder records of the Trust, the Bank will endeavor to notify
           the Trust and to secure instructions from an authorized officer of
           the Trust as to such inspection. The Bank reserves the right,
           however, to exhibit the Shareholder records to any person whenever it
           is advised by its counsel that it may be held liable for the failure
           to exhibit the Shareholder records to such person.

9.         Termination of Agreement

9.1        This Agreement may be terminated by either party upon thirty (30)
           days written notice to the other.

9.2        Should the Trust exercise its right to terminate, all out-of-pocket
           expenses associated with the movement of records and material will be
           borne by the Trust on behalf of the applicable Fund(s). Additionally,
           the Bank reserves the right to charge for any other reasonable
           expenses associated with such termination and/or a charge equivalent
           to the average of three (3) months' fees.

10.        Additional Series

           In the event that the Trust establishes one or more series of Shares
           in addition to the Funds with respect to which it desires to have the
           Bank render services as transfer agent under the terms hereof, it
           shall so notify the Bank in writing, and if the Bank agrees in
           writing to provide such services, such series of Shares shall become
           a Fund hereunder.

11.        Assignment

11.1       Except as provided in Section 11.3 below, neither this Agreement nor
           any rights or obligations hereunder may be assigned by either party
           without the written consent of the other party.

11.2       This Agreement shall inure to the benefit of and be binding upon the
           parties and their respective permitted successors and assigns.

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

12.        Amendment

           This Agreement may be amended or modified by a written agreement
           executed by both

           parties and authorized or approved by a resolution of the Board of
           Trustees of the Trust.

13.        Massachusetts Law to Apply

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

14.        Force Majeure

           In the event either party is unable to perform its obligations under
           the terms of this Agreement because of acts of God, strikes,
           equipment or transmission failure or damage reasonably beyond its
           control, or other causes reasonably beyond its control, such party
           shall not be liable for damages to the other for any damages
           resulting from such failure to perform or otherwise from such causes.

15.        Consequential Damages

           Neither party to this Agreement shall be liable to the other party
           for consequential damages under any provision of this Agreement or
           for any consequential damages arising out of any act or failure to
           act hereunder.

16.        Merger of Agreement

           This Agreement constitutes the entire agreement between the parties
           hereto and supersedes any prior agreement with respect to the subject
           matter hereof whether oral or written.

17.        Limitations of Liability of the Trustees and Shareholders

           The Amended and Restated Declaration of Trust dated September 6,
           2000, which is hereby referred to and a copy of which is on file with
           the Secretary of The Commonwealth of Massachusetts, provides that the
           name streetTRACKS(SM) Series Trust means the Trustees from time to
           time serving (as Trustees but not personally) under such Declaration
           of Trust. It is expressly acknowledged and agreed that the
           obligations of the Trust hereunder shall not be binding upon any of
           the shareholders, Trustees, officers, employees or agents of the
           Trust, personally, but shall bind only the trust property of the
           Trust, as provided in its Declaration of Trust. The execution and
           delivery of this Agreement have been authorized by the Trustees of
           the Trust and signed by an officer of the Trust, acting as such, and
           neither such authorization by such Trustees nor such execution and
           delivery by such officer shall be deemed to have been made by any of
           them individually or to impose any liability on any of them
           personally, but shall bind only the trust property of the Trust as
           provided in its Declaration of Trust.

18.        Counterparts

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

19.        Reproduction of Documents

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

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written.

streetTRACKS(SM) SERIES TRUST

                                             BY:/s/ Agustin J. Fleites
                                                ------------------------------
ATTEST:                                            Treasurer

/s/ James Ross
---------------------------------------

STATE STREET BANK AND TRUST
COMPANY (the "Bank")

                                             BY:/s/ Ronald Logue
                                                ------------------------------
                                                Executive Vice President


ATTEST:

/s/ Glenn Ciotti, VP & Associate Counsel
---------------------------------------
                                             STATE STREET BANK AND TRUST
                                             COMPANY ("the Adviser")


                                             BY: /s/ Timothy Harbert
                                                ------------------------------
                                                 Executive Vice President

ATTEST:

/s/ James Ross
---------------------------------------

ANNEX A

streetTRACKS(SM) Dow Jones U.S. Large-Cap Value Fund streetTRACKS(SM) Dow Jones U.S. Large-Cap Growth Fund streetTRACKS(SM) Dow Jones U.S. Small-Cap Value Fund streetTRACKS(SM) Dow Jones U.S. Small-Cap Growth Fund streetTRACKS(SM) Dow Jones Global Titans Index Fund streetTRACKS(SM) Wilshire REIT Index Fund streetTRACKS(SM) Morgan Stanley High Tech 35 Index Fund streetTRACKS(SM) Morgan Stanley Internet Index Fund The FORTUNE 500(R) Index Fund
The FORTUNE e-50(TM) Index Fund

Dated: September 22, 2000

Exhibit 99(h)(iii)

PARTICIPANT AGREEMENT

This Participant Agreement (the "Agreement") is entered into by and between State Street Capital Markets, LLC, (the "Distributor"), State Street Bank and Trust Company, as transfer agent (the "Transfer Agent") and (the "Participant") and is subject to acceptance by streetTRACKS(SM) Series Trust (the "Trust"). The Trust is an open-end management investment company. The Trust currently consists of ten investment portfolios (each a "Fund" and collectively the "Funds") The Trust was organized as a Massachusetts business trust under a Declaration of Trust dated June 12, 1998, as amended and restated on September 6, 2000. The Distributor has been retained to provide certain services with respect to acting as principal underwriter of the Trust in connection with the creation and distribution of shares the Funds (the "Shares"). The Transfer Agent has been retained to provide certain services with respect to the creation and redemption of shares of the Funds. As specified in the Trust's prospectus and Statement of Additional Information (together, the "Prospectus"), Shares may be created or redeemed only in aggregations of 50,000 Shares, referred to therein and herein as a "Creation Unit". The Prospectus provides that Creation Units be shall issued in exchange for Deposit Securities and a Cash Component delivered by the Participant on behalf of the investor (which may be the Participant) to the Trust. The Prospectus also provides that Creation Units shall be redeemed in exchange for Fund Securities and a Cash Redemption Amount. Capitalized terms not otherwise defined herein are used herein as defined in the Prospectus.

This Agreement is intended to set forth certain premises and the procedures by which the Participant may create and/or redeem Creation Units. To place orders with the Distributor, an entity must be: (i) a broker-dealer or other participant in the Continuous Net Settlement ("CNS") clearing process of the National Securities Clearing Corporation ("NSCC") as such processes have been enhanced to effect creations and redemptions of Creation Units, such processes being referred to herein as the "Clearing Process", or (ii) outside the Clearing Process (i.e., through the facilities of The Depository Trust Company ("DTC"). The parties hereto in consideration of the premises and of the mutual agreements contained herein agree as follows:

1. Status of Participant. The Participant hereby represents, covenants and warrants that (i) with respect to orders for the creation or redemption of Creation Units by means of the Clearing Process, it is a member of NSCC and a participant in the CNS System of NSCC (as defined in the Prospectus, a "Participating Party"); and (ii) with respect to orders for the creation or redemption of Creation Units outside the Clearing Process, it is a DTC Participant (as defined in the Prospectus, a "DTC Participant"). The Participant may place orders for the creation or redemption of Creation Units either through the Clearing Process or outside the Clearing Process, subject to the procedures for creation and redemption referred to in paragraph 2 of this Agreement ("Execution of Orders"). Any change in the foregoing status of Participant shall terminate this Agreement and Participant shall give notice to the Distributor, Transfer Agent and the Trust of such change.

2. Execution of Orders. All orders for the creation or redemption of Creation Units shall be handled by each party hereto in accordance with the terms of the Prospectus and the procedures described in Attachment A to this Agreement. Each party hereto agrees to comply with the provisions of such documents to the extent applicable to it. In the event the procedures include the use of recorded telephone lines, the Participant hereby consents to such use. The Trust reserves the right to issue additional or other procedures relating to the manner of creating or redeeming Creation Units and the Participant, the Transfer Agent and the Distributor each agrees to comply with such procedures as may be issued from time to time.

3. NSCC. Solely with respect to orders for the creation or redemption of Creation Units through the Clearing Process, the Participant as a Participating Party hereby authorizes the Transfer Agent to transmit to NSCC on behalf of the Participant such instructions, including share and cash amounts as are necessary with respect to the creation and redemption of Creation Units consistent with the instructions issued by the Participant to the telephone representative of the Distributor for purchases and the telephone representative of the Transfer Agent for redemption. The Participant agrees to be bound by the terms of such instructions issued by the Transfer Agent (or the Distributor on behalf of the Trust) and reported to NSCC as though such instructions were issued by the Participant directly to NSCC.

4. Role of Participant. The Participant shall have no authority in any transaction to act as agent of the Distributor, Transfer Agent or the Trust.

5. Fees. In connection with the creation or redemption of Creation Units, the Trust shall charge and the Participant agrees to pay on behalf of the investor to the Trust the Transaction Fee prescribed in the Prospectus applicable to creation or redemption through the Clearing Process, or the Transaction Fee and such additional fee as may be prescribed pursuant to the Prospectus applicable to creation or redemption outside the Clearing Process. The Trust reserves the right to adjust the Transaction Fee subject to any limitation as prescribed in the Prospectus.

6. Authorized Persons. Concurrently with the execution of this Agreement and from time to time thereafter, the Participant shall deliver to the Distributor, the Transfer Agent and the Trust, duly certified as appropriate by its secretary or other duly authorized official, a certificate, in the form set forth in Attachment B, setting forth the names and signatures of all persons authorized to give instructions relating to activity contemplated hereby or any other notice, request or instruction on behalf of the Participant (each an "Authorized Person"). Such certificate may be accepted and relied upon by the Distributor and the Trust as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until delivery to the Distributor and the Trust of a superseding certificate bearing a subsequent date. The Distributor shall issue to each Authorized Person a unique personal identification number ("PIN Number") by which such Authorized Person and the Participant shall be identified and instructions issued by the Participant hereunder shall be authenticated. Upon the termination or revocation of authority of such Authorized Person by the Participant, the Participant shall give immediate written notice of such fact to the Distributor and the Trust and such notice shall be effective upon receipt by the Distributor and the Trust.

7. Redemption. The Participant represents and warrants that it will not obtain an Order Number (as described in Attachment A) for the purpose of redeeming a Creation Unit unless it or the party for which it is acting, as the case may be, first owns the requisite number of shares to be redeemed as a Creation Unit.

8. Beneficial Ownership. The Participant represents and warrants to the Distributor, Transfer Agent and the Trust that it does not hold for the account of any single Beneficial Owner of shares of a given Fund of the Trust 80 percent (80%) or more of outstanding shares of a given Fund of the Trust such as to cause the respective Fund of the Trust to have a basis in the Deposit Securities deposited with the Trust different from the market value of such Deposit Securities on the date of such deposit, pursuant to Section 351 of the Internal Revenue Code. The Transfer Agent shall have the right to require information from the Participant regarding share ownership, and to rely thereon to the extent necessary to make a determination regarding ownership of 80 percent (80%) or more of outstanding shares of a given Fund of the Trust by a Beneficial Owner as a condition to the acceptance of a Fund Deposit.

9. Indemnification. The Participant hereby agrees to indemnify and hold harmless the Distributor, Transfer Agent and the Trust and their respective subsidiaries, affiliates, directors, officers, employees and agents (each an "Indemnified Party") from and against any loss, liability, cost or expense suffered or incurred by such Indemnified Party resulting from, in connection with or arising out of (i) any breach by the Participant of any provision of this Agreement; or (ii) any failure by Participant, for any reason, fraudulent, negligent or otherwise to comply with its obligations under this Agreement, (iii) any action undertaken in accordance with the terms at the direction of of or for the benefit of the Participant, or (iv) any actions of such Indemnified Party in reliance upon any instructions issued in accordance with Attachment A (as may be amended from time to time) believed by the Distributor and/or Trust to be genuine and to have been given by the Participant. This paragraph shall survive the termination of this Agreement.

10. Additional Payment on Redemption. In the event that the Participant receives Fund Securities the value of which exceeds net asset value at the time of redemption, the Participant agrees to pay, on the same business day it is notified, or cause the beneficial owner(s) of the shares redeemed to pay, on such day, to the Trust an amount in cash equal to the difference.

11. Acknowledgment. The Participant acknowledges receipt of the Prospectus and represents it has reviewed such document and understands the terms thereof. The Distributor agrees to process orders for creation in accordance with the provisions of the Prospectus. The Transfer Agent agrees to process orders for redemptions in accordance with the provisions of the Prospectus.

12. Notices. Except as otherwise specifically provided in this Agreement, all notices required or permitted to be given pursuant to this Agreement shall be given in writing and delivered by personal delivery or by postage prepaid registered or certified United States first class mail, return receipt requested, or by telex, telegram or facsimile or similar means of same day delivery (with a confirming copy by mail as provided herein). Unless otherwise notified in writing, all notices to the Trust shall be given or sent as follows: State Street Bank and Trust Company, Global Client Support, P.O. Box 1978, Boston, MA 02105, Attn.: streetTRACKS(SM) Trust.

All notices to the Participant and the Distributor or the Transfer Agent, as the case may be, shall be directed to the address or telephone, facsimile or telex numbers indicated below the signature line of such party.

13. Termination and Amendment. This Agreement shall become effective in this form as of the date accepted by the Trust and may be terminated at any time by any party upon thirty days prior notice to the other parties (i) unless earlier terminated by the Trust in the event of a breach of this Agreement or the procedures described herein by the Participant or (ii) in the event that the Trust is terminated pursuant to the Trust's Declaration of Trust, filed June 12, 1998, as amended and restated on September -- , 2000. This Agreement supersedes any prior such agreement between the parties. This Agreement may be amended by the Trust from time to time by the following procedure. The Trust will mail a copy of the amendment to the Distributor, the Transfer Agent and the Participant. If neither the Distributor, the Transfer Agent nor the Participant objects in writing to the amendment within ten days after its receipt, the amendment will become part of this Agreement in accordance with its terms.

14. LIMITATION OF LIABILITY. The Amended and Restated Declaration of Trust dated September 6, 2000, which is hereby referred to and a copy of which is on file with the Secretary of The Commonwealth of Massachusetts, provides that the name streetTRACKS(SM) Series Trust means the Trustees from time to time serving (as Trustees but not personally) under such

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

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

16. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of The Commonwealth of Massachusetts.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the ------ day of ------------------ , 199 .

STATE STREET CAPITAL MARKETS, LLC

BY:

TITLE:

ADDRESS:

TELEPHONE:
FACSIMILE:
TELEX:

STATE STREET BANK AND TRUST COMPANY

BY:

TITLE:

ADDRESS:

TELEPHONE:
FACSIMILE:
TELEX:

BY:
TITLE:

ADDRESS:

TELEPHONE:
FACSIMILE:
TELEX:

ACCEPTED BY:
streetTRACKS(SM) SERIES TRUST

BY:

TITLE:

ATTACHMENT A

This document supplements the Prospectus with respect to the procedures to be used by (i) the Distributor in processing an order for the creation of Creation Units of each series of streetTRACKS(SM) Series Trust (each a "Fund") and (ii) the Transfer Agent in processing an order for redemption of Creation Units.

A Participant is required to have signed the Participant Agreement. Upon acceptance of the Participant Agreement by the Trust, the Distributor will assign a personal identification number to each Authorized Person authorized to act for the Participant. This will allow a Participant through its Authorized Person(s) to place an order with respect to Creation Units.

TO PLACE AN ORDER FOR CREATION OR REDEMPTION OF CREATION UNITS

1. Call to Receive an Order Number. For Creations, an Authorized Person for the Participant will call the telephone representative at ______________ not later than the closing time of the regular trading session on the New York Stock Exchange (the "NYSE Closing Time") (ordinarily 4:00 p.m. New York time) to receive an Order Number. For Redemptions, an Authorized Person for the Participant will call the telephone representative at _________________ not later than the NYSE Closing Time to receive an Order Number.

Upon verifying the authenticity of the caller (as determined by the use of the appropriate PIN Number) and the terms of the order, the telephone representative will issue a unique Order Number. All orders with respect to the creation or redemption of Creation Units are required to be in writing and accompanied by the designated Order Number. Incoming telephone calls are queued and will be handled in the sequence received. Calls placed before the NYSE Closing Time will be processed even if the call is taken after this cut-off time.
ACCORDINGLY, DO NOT HANG UP AND REDIAL. INCOMING CALLS THAT ARE ATTEMPTED LATER THAN THE NYSE CLOSING TIME WILL NOT BE ACCEPTED.

NOTE THAT THE TELEPHONE CALL IN WHICH THE ORDER NUMBER IS ISSUED INITIATES THE ORDER PROCESS BUT DOES NOT ALONE CONSTITUTE THE ORDER. AN ORDER IS ONLY COMPLETED AND PROCESSED UPON RECEIPT OF WRITTEN INSTRUCTIONS CONTAINING THE DESIGNATED ORDER NUMBER AND PIN NUMBER AND TRANSMITTED BY FACSIMILE OR TELEX (the "Order").

2. Place the Order. An Order Number is only valid for a limited time. The Order for creation or redemption of Creation Units must be sent by facsimile or telex to the telephone representative within 20 minutes of the issuance of the Order Number. In the event that the Order is not received within such time period, the telephone representative will attempt to contact the Participant to request immediate transmission of the Order. Unless the Order is received by the telephone representative upon the earlier of (i) within 15 minutes of contact with the Participant or (ii) 45 minutes after the NYSE Closing Time, the order will be deemed invalid.

3. Await Receipt of Confirmation.

A. Clearing Process. The Distributor (in the case of creations) or the Transfer Agent (in the case of redemptions) shall issue a confirmation of Order acceptance within 15 minutes of its receipt of an Order received in good form. In the event the Participant does not receive a timely confirmation from the Distributor or the Transfer Agent, it should contact the telephone representative at the business number indicated.

B. Outside the Clearing Process. In lieu of receiving a confirmation of Order acceptance, the DTC Participant will receive an acknowledgment of Order acceptance. The DTC Participant shall deliver on trade date plus one the Deposit Securities and Cash Component (in the case of creations) or the Creation Unit size aggregation of shares (in the case of redemptions) to the Trust through DTC. The Trust shall settle the transaction within three (3) Business Days.

4. Ambiguous Instructions. In the event that an Order contains terms that differ from the information provided in the telephone call at the time of issuance of the Order Number, the telephone representative will attempt to contact the Participant to request confirmation of the terms of the order. If an Authorized Person confirms the terms as they appear in the Order then the order will be accepted and processed. If an Authorized Person contradicts its terms, the Order will be deemed invalid and a corrected Order must be received by the telephone representative not later than the earlier of (i) within 15 minutes of such contact with the Participant or (ii) 45 minutes after the NYSE Closing Time. If the telephone representative is not able to contact an Authorized Person, then the Order shall be accepted and processed in accordance with its terms notwithstanding any inconsistency from the terms of the telephone information. In the event that an Order contains terms that are illegible, as determined in the sole discretion of the Distributor (in the case of creations) or the Transfer Agent (in the case of redemptions), the Order will be deemed invalid and the telephone representative will attempt to contact the Participant to request retransmission of the Order. A corrected Order must be received by the telephone representative not later than the earlier of (i) within 15 minutes of such contact with the Participant or (ii) 45 minutes after the NYSE Closing Time.

5. Processing an Order. The Distributor reserves the right to suspend an Order in the event that its acceptance would appear to result in the Participant or a Beneficial Owner owning 80 percent (80%) or more of all outstanding shares of a given Fund. In such event, the telephone representative will attempt to contact an Authorized Person for purposes of confirmation of the fact that with respect to such Participant no Beneficial Owner would own 80 percent (80%) or more of all outstanding shares of a given Fund upon execution of the Order. In the event that (i) the telephone representative is unable to contact an Authorized Person or (ii) the Participant fails to transmit an identical Order containing a representation and warranty as to such fact, then the Order shall be deemed invalid.

6. Creation of Creation Units Prior to Receipt of Deposit Securities. Creation Units of streetTRACKS(SM) Funds may be created in advance of receipt by the Trust of all or a portion of the applicable Deposit Securities, provided that the Participant deposits an initial deposit of cash with the Trust having a value greater than the net asset value of the shares on the date the order is placed in proper form. In addition to available Deposit Securities, cash must be deposited in an amount equal to the sum of (i) the Cash Component, plus (ii) 115% of the market value of the undelivered Deposit Securities (the "Additional Cash Deposit"). The order shall be deemed to be received on the Business Day on which the order is placed provided that the order is placed in proper form prior to 4:00 p.m. eastern time such date and federal funds in the appropriate amount are deposited with the Trust's Custodian by 11:00 a.m. eastern time the following Business Day. If the order is not placed in proper form by 4:00 p.m. eastern time or federal funds in the appropriate amount are not received by 11:00 a.m. eastern time the next Business Day, then the order may be deemed to be rejected and the investor shall be liable to the Trust for losses, if any, resulting therefrom. An additional amount of cash shall be required to be deposited with the Trust, pending delivery of the missing Deposit Securities to the extent necessary to maintain an amount of cash on deposit with the Trust at least equal to 115% of the daily marked to market

value of the missing Deposit Securities. To the extent that missing Deposit Securities are not received by 1:00 p.m. eastern time on the third Business Day following the day on which the purchase order is deemed received by the Distributor or in the event a mark to market payment is not made within one Business Day following notification by the Distributor that such a payment is required, the Trust may use the cash on deposit to purchase the missing Deposit Securities. The Participant will be liable to the Trust for the costs incurred by the Trust in connection with any such purchases. These costs will be deemed to include the amount by which the actual purchase price of the Deposit Securities exceeds the market value of such Deposit Securities on the day the purchase order was deemed received by the Distributor plus the brokerage and related transaction costs associated with such purchases. The Trust will return any unused portion of the Additional Cash Deposit once all of the missing Deposit Securities have been properly received by the Custodian or purchased by the Trust and deposited into the Trust. In addition, a transaction fee of $_____________ will be charged in all cases. The delivery of Creation Units of the streetTRACKS(SM) Funds so created will occur no later than the third Business Day following the day on which the purchase order is deemed received by the Distributor.

ATTACHMENT B

The following individuals are Authorized Persons pursuant to Section 6 of the Participant Agreement between State Street Capital Markets, LLC, State Street Bank and Trust Company and [ ].

[ ]

By:

Exhibit 99.(h)(iv)

STATE STREET CAPITAL MARKETS, LLC
INVESTOR SERVICES AGREEMENT

Gentlemen:

As distributor and principal underwriter (the "Distributor") of streetTRACKS(SM) Series Trust (the "Trust"), an open-end, management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"), currently consisting of ten separate portfolio series (each a "Fund"), we wish to enter into this Investor Services Agreement (this "Agreement") with you concerning (i) your provision of broker-dealer and shareholder support services to your customers ("Clients") who may from time to time beneficially own issued and outstanding shares of beneficial interest (the "Shares") of the initial ten Funds of the Trust indicated on Appendix A hereto (each, an "Initial Fund"), and each additional Fund subsequently established by the Trust and made subject to this Agreement in accordance with Appendix B hereto (each, an "Additional Fund" and, together with the Initial Funds, the "Funds") and (ii) your educational and promotional activities in the secondary market for the Shares listed and traded on the American Stock Exchange. Capitalized terms, unless otherwise defined herein, shall have the meanings attributed to them in the Trust's current Prospectus and Statement of Additional Information.

This Agreement is a related agreement as contemplated by Rule 12b-1 under the 1940 Act with respect to the Rule 12b-1 plan (each a "12b-1 Plan" and together the "12b-1 Plans") of each Initial Fund of the Trust, and subject to the approval of the Board of Trustees pursuant to Rule 12b-1 of each Additional Fund. Both you and we and the Trust expect that your shareholder support services in connection with Shares pursuant to this Agreement will tend to increase investor interest in and the use and trading of Shares on the secondary market and thus promote further sales of additional Creation Units of Shares.

The terms and conditions of this Agreement are as follows:

Section 1. Shareholder Services. You agree to perform shareholder account administrative, maintenance and servicing functions, which shall include one or more of the following: (a) answering Client inquiries regarding account status and history and maintaining account information for Clients with respect to Shares beneficially owned by Clients; (b) processing dividend and distribution payments on behalf of Clients; (c) providing information periodically to Clients showing their positions in Shares; (d) at your discretion, providing and maintaining elective services such as check writing on the Client's account and wire transfer services; (e) acting as a participant (a "DTC Participant") in the book-entry facilities of The Depository Trust Company ("DTC") on behalf of Clients holding beneficial interests in Shares; (f) issuing confirmations of transactions in Shares; (g) forwarding shareholder communications from us or on behalf of the Trust (such as proxies, shareholder reports, annual and semi-annual financial statements and dividend, distribution and tax notices); (h) producing and mailing to Clients monthly statements, confirmations or other reports, including year-end tax information; (i) making any elections with respect to Series dividends on behalf of Clients; and (j) such other services analogous to the foregoing as you customarily provide to Clients with respect to holdings of shares of open-end investment companies or exchange-listed stocks as the Trust or a Client may reasonably request from time to time, and may engage in educational and promotional services relating to Shares (which may include compensation and sales incentives to your registered brokers or other sales personnel) and facilitation through broker-dealers and other persons of communications to the extent you are permitted

to do so under applicable statutes, rules and regulations.

Section 2. Fees. In consideration of the services provided by you hereunder, subject to the terms and conditions of the 12b-1 Plans and to the provisions set forth on Appendix B hereto, in our capacity as the Distributor implementing the 12b-1 Plans we will pay to you and you agree to accept as full payment therefor, a fee at the annual rate of 0. % of the average daily net assets of all Initial Funds attributable to Shares subject to this Agreement. Such fee will be computed daily and payable monthly. The calculation of such fees by us shall be based on the report of holdings of Shares by the Trust's transfer agent and by you as confirmed to us in writing. Such calculation shall be final and conclusive for all purposes hereunder. In consideration of the receipt of fees under the 12b-1 Plan, you acknowledge and agree to all of the provisions set forth in Appendix B hereto. In the event that any Additional Fund becomes subject to this Agreement, we will pay to you in our capacity as Distributor, for the services and facilities to be provided by you hereunder with respect to such Additional Fund a fee at the rate set forth in or pursuant to the 12b-1 Plan approved by the Board of Trustees of the Trust with respect to such Additional Fund. In no event may the fee payable to you under this Agreement exceed an annual rate of .10% of the average daily net assets of any Fund attributable to Shares held by you in Client accounts.

Section 3. Information Pertaining to Shares, Etc. (a) You and your officers, employees and agents are not authorized to make any representations concerning the Trust or the Shares except to communicate to Clients accurately factual information contained in the Trust's Prospectus and Statement of Additional Information, any marketing materials filed by us, if required, on behalf of the Trust with the National Association of Securities Dealers, Inc. and objective historical performance information, provided that the foregoing shall not apply to any materials produced for your brokers, registered representatives, or other employees for internal use only. You shall act as agent for Clients only in your capacity as shareholder servicing agent hereunder furnishing information regarding the Trust or the Shares and shall have no authority to act as agent, partner, joint venture participant or in any similar capacity for us or the Trust in any matter or in any respect.

(b) You understand that neither the Trust nor any Fund will be advertised or marketed as an open-end investment company, i.e., as a mutual fund, which offers redeemable securities. Any advertising materials, including the Trust prospectus, will prominently disclose that the Shares are not redeemable units of beneficial interest in the Trust. You further understand that the creation of any communications, literature or advertisements in all media formats regarding the Trust or Shares (other than for internal use by your brokers, representatives and employees or as permitted by the Soliciting Dealer Agreement for the Initial Funds) must be approved by us prior to printing or dissemination and must follow our internal procedures for such approvals, including, if necessary, approval by the NASD. In addition, any shareholder communications with respect to the Trust or Shares, including the Trust prospectus, will disclose that the owners of Shares may acquire and tender those shares for redemption to the Trust in Creation Unit aggregations only.

(c) During the term of this Agreement, we or the Trust shall furnish or otherwise make available to you such information relating to the business affairs of the Trust as you at any time, or from time to time, reasonably request in order to discharge your obligations hereunder. You and your officers and employees will, upon reasonable request, be available during normal business hours to consult with us or our designees concerning the performance of your responsibilities under this Agreement.

Section 4. Representations and Warranties. By your written acceptance of this Agreement, you

represent, warrant and agree that you are, and at all times will remain, a DTC Participant and that you will comply with all applicable laws and regulations and the rules and procedures of DTC governing the book-entry system in connection with the performance of your obligations hereunder and will inform us of any change in applicable laws or regulations (or interpretations thereof) that would prevent or impair full performance of any of your obligations hereunder.

Section 5. Term and Termination. Unless sooner terminated, this Agreement will continue for one year following the date of its adoption. Thereafter, this Agreement will continue automatically for successive annual periods provided that such continuance is specifically approved at least annually by the Trust in the manner described in Appendix B. This Agreement is terminable in accordance with Appendix B. This Agreement may be amended in writing by the parties hereto.

Section 6. Notice. All notices and other communications to either you or us will be duly given if mailed, telegraphed, faxed or transmitted by similar telecommunications device to us at the address shown above and to you at the address shown below.

Section 7. Governing Law. This Agreement will be construed in accordance with the laws of the Massachusetts.

If you agree to be bound by the provisions of this Agreement, please sign two copies of this letter where indicated below and promptly return it to us, State Street Capital Markets, LLC. We will return one signed copy for your files.

Very truly yours,

State Street Capital Markets, LLC

Dated:                     , 199              By:
       --------------------     ----                ---------------------------

                                              Name:
                                                    ---------------------------

                                              Title:
                                                    ---------------------------

Accepted and Agreed to:

Name of Firm:

By:
    ----------------------------------------
         Authorized Officer

Name:
      --------------------------------------

Title:
       -------------------------------------

Dated:                     , 199
       --------------------     ------------

                                   Appendix A

                                                                                        Shares
                                                                                        Trading              CUSIP
Series                                                                                  Symbol               No.
------                                                                                  ------               ---
streetTRACKS(SM) Dow Jones U.S. Large-Cap Value Fund
streetTRACKS(SM) Dow Jones U.S. Large-Cap Growth Fund
streetTRACKS(SM) Dow Jones U.S. Small-Cap Value Fund
streetTRACKS(SM) Dow Jones U.S. Small-Cap Growth Fund
streetTRACKS(SM) Dow Jones Global Titans Index Fund
streetTRACKS(SM) Wilshire REIT Index Fund
streetTRACKS(SM) Morgan Stanley High Tech 35 Index Fund
streetTRACKS(SM) Morgan Stanley Internet Index Fund
The FORTUNE 500(R) Index Fund
The FORTUNE e-50(TM) Index Fund

Appendix B

1. Rule 12b-1 Information. You will provide to us and the Trust's Board of Trustees such information as we and the Trust's Board of Trustees may reasonably request in order to enable us and the Board of Trustees to fulfill the requirements of Rule 12b-1 and the 12b-1 Plan, including, without limitation, any reports required by paragraph (b)(3)(ii) of Rule 12b-1. In addition, you will furnish us or our designees with such information as we or they may reasonably request and will otherwise cooperate with us and our designees (including, without limitation, any auditors designated by us or the Trust), in connection with preparation of reports to the Trust's Board of Trustees concerning this Agreement and the monies paid or payable to you by us in connection with your services hereunder as well as any other reports or filings that may be required by law. During the time that this Agreement is in effect, the reelection and nomination of those trustees of the Trust who are not "interested persons" (as defined in the 1940 Act) of the Trust shall be committed to the discretion of the trustees of the Trust who are not such "interested persons" of the Trust.

2. Compliance with Laws. By your written acceptance of this Agreement, you represent, warrant and agree that you understand that this Agreement is a Rule 12b-1 related agreement under the 1940 Act, subject to the provisions of such Rule, as well as any other applicable rules or regulations of the Securities and Exchange Commission; agree to conform to any compliance standards adopted by us governing the services to be provided by you hereunder with respect to Shares, as in effect from time to time; and agree to comply with applicable federal and state securities laws and regulations, and regulations of relevant self-regulatory organizations, pertaining to transactions in Shares.

3. Approvals. This Agreement, and each Rule 12b-1 Plan, is subject to annual approval by vote of (i) the Trust's Board of Trustees and (ii) of a majority of those Trustees who are not "interested persons" (as defined in the 1940 Act) of the Trust and have no direct or indirect financial interest in the operation of the 12b-1 Plans adopted by the Trust regarding the provision of support services to the beneficial owners of Shares of the respective Funds or in any agreement related thereto ("Disinterested Trustees") cast in person at a meeting called for the purpose of voting on such approval.

4. Termination. This Agreement is terminable, without penalty, at any time (a) by the Trust by a vote of a majority of the Disinterested Trustees or by vote of the holders of a majority of the voting securities (as such terms is defined in the 1940 Act) of such Funds or by you, upon 60 days' notice in writing to the other party hereto, (b) upon the termination of the Distribution Agreement between the Trust and us or (c) as to any Fund, upon the termination of its 12b-1 Plan. This Agreement shall also terminate automatically upon its assignment (as defined in the 1940 Act).

Exhibit 99.(i)

[MAYER, BROWN & PLATT LETTERHEAD]

STUART M. STRAUSS                                                main telephone
Direct Dial (212) 506-2695                                        212-506-2500
sstrauss@mayerbrown.com                                             main fax
                                                                  212-262-1910

                                        September 22, 2000


The streetTracks(R) Series Trust
225 Franklin Street
Boston, MA 02110

Ladies and Gentlemen:

This opinion is being furnished to The streetTracks(R) Series Trust, a Massachusetts business trust (the "Trust"), in connection with the Registration Statement on Form N-1A (the "Registration Statement") to be filed by the Trust with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as amended (the "1933 Act") an indefinite number of shares of beneficial interest of $.001, par value of the Trust (the "Shares").

We have examined such statutes, regulations, corporate records and other documents and reviewed such questions of law as we deem necessary or appropriate for the purposes of this opinion.

As to matters of Massachusetts law contained in this opinion, we have relied upon the opinion of Ropes & Gray dated September 22, 2000.

Based upon the foregoing, we are of the opinion that proper trust proceedings have been taken by the Trust so that the Shares have been validly authorized; and when the Shares are issued and sold in accordance with the terms of the Distribution Agreement referred to in the Registration Statement, the Shares will be legally issued, fully paid and non-assessable (except for the potential liability of shareholders described in the Trust's Statement of Additional Information under the caption "Capital Stock and Shareholder Reports").

MAYER, BROWN & PLATT

The streetTracks(R) Series Trust
September 22, 2000
Page 2 We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the caption "General Information" in the Prospectus forming a part of the Registration Statement. We do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Mayer, Brown & Platt

Exhibit 99.(j)(i)

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the references to our firm as "independent auditors" under the caption "General Information" in each Prospectus and under the caption "Counsel and Independent Auditors" in the Statement of Additional Information, and to the use of our report dated September 21, 2000, with respect to the financial statements of streetTRACKS(SM) Series Trust (comprising, respectively, streetTracks(SM) Dow Jones U.S. Large Cap Growth Index Fund, streetTRACKS(SM) Dow Jones U.S. Large Cap Value Index Fund, streetTRACKS Dow Jones U.S. Small Cap Growth Index Fund, streetTRACKS(SM) Dow Jones U.S. Small Cap Value Index Fund, streetTRACKS(SM) Dow Jones Global Titans Index Fund, streetTRACKS Wilshire REIT Index Fund, streetTRACKS(SM) Morgan Stanley High Tech 35 Index Fund, streetTRACKS(SM) Morgan Stanley Internet Index Fund, FORTUNE 500(R) Index Fund, FORTUNE e-50(TM) Index Fund) included in this Pre-Effective Amendment No. 3 to the Registration Statement (Form N-1A, Registration No. 333-57793).

                                          /s/ Ernst & Young LLP
                                          -------------------------
                                          ERNST & YOUNG LLP


Boston, Massachusetts
September 21, 2000

Exhibit 99.(1)

STREETTRACKS(SM) SERIES TRUST

1. Share Purchase. State Street Capital Markets, LLC ("SSCM") hereby purchases from streetTRACKS(SM) Series Trust (the "Trust"), a series-type investment company having ten investment portfolios (the "Funds"), the following shares of beneficial interest ("Shares") of the below named Funds at the per-share purchase price indicated below, on the terms and conditions set forth herein and in the registration statement described below:

                                                              Amount      Price       Shares
Funds                                                       Purchased   Per Share   Purchased
-----                                                       ---------   ---------   ---------
streetTRACKS(SM) Dow Jones Large Cap Growth Index Fund

streetTRACKS(SM) Dow Jones Large Cap Value Index Fund

streetTRACKS(SM) Dow Jones Small Cap Growth Index Fund

streetTRACKS(SM) Dow Jones Small Cap Value Index Fund

streetTRACKS(SM) Dow Jones Global Titans Index Fund

streetTRACKS(SM) Wilshire REIT Index Fund

streetTRACKS(SM) Morgan Stanley Internet Index Fund

streetTRACKS(SM) Morgan Stanley High Tech 35 Index Fund

FORTUNE 500(R) Index Fund

FORTUNE e-50(TM) Index Fund

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

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

2. Representations and Warranties. SSCM hereby represents and warrants to the Trust as follows:

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

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

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

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

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

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

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

IN WITNESS WHEREOF, the undersigned have executed this instrument as of September 22, 2000.

State Street Capital Markets, LLC

By: /s/ Robert Kilroy
    ---------------------------------------
Name:       Robert Kilroy
     --------------------------------------
Title:      Treasurer
     --------------------------------------

streetTRACKS(SM) Series Trust

By: /s/ Agustin J. Fleites
    -----------------------------------------
Name:       Agustin J. Fleites
      ---------------------------------------
Title:      President
      ---------------------------------------

Exhibit 99.(m)

DISTRIBUTION AND SERVICE PLAN

1. The Trust. streetTRACKS(SM) Series Trust (the "Trust") is an open-end management investment company registered as such under the Investment Company Act of 1940, as amended (the "1940 Act"), and organized as a series trust (each such series is referred to herein as a "Fund").

2. The Plan. The Trust desires to adopt a plan of distribution pursuant to Rule 12b-1 under the 1940 Act with respect to the shares of beneficial interest ("Shares") of certain of the Funds which are identified in Exhibit A hereof, and the Board of Trustees of the Trust (the "Board of Trustees") has determined that there is a reasonable likelihood that adoption of this Distribution and Service Plan (the "Plan") will benefit each such Fund (the "Designated Fund") and its holders of Shares. Accordingly, each Designated Fund hereby adopts this Plan in accordance with Rule 12b-1 under the 1940 Act on the following terms and conditions (capitalized terms not otherwise defined herein have the meanings assigned thereto in the Funds' registration statement under the 1940 Act and under the Securities Act of 1933, as amended, as such registration statement is amended by any amendments thereto at the time in effect).

3. The Distributor. The Trust has entered into a written Distribution Agreement with State Street Capital Markets, LLC (the "Distributor"), pursuant to which the Distributor will act as the exclusive distributor with respect to the creation and distribution of Creation Unit size aggregations of Shares as described in the Funds' registration statement ("Creation Units") of each Fund.

4. Payments. (a) The Trust may pay a monthly fee not to exceed 0.25% per annum of each Fund's average daily net assets to reimburse the Distributor for actual amounts expended to finance any activity primarily intended to result in the sale of Creation Units of each Fund or the provision of investor services, including but not limited to (i) delivering copies of the Trust's then-current prospectus to prospective purchasers of such Creation Units; (ii) marketing and promotional services including advertising; (iii) facilitating communications with beneficial owners of shares of the Fund, and (iv) such other services and obligations as are set forth in the Distribution Agreement. Such payments shall be made within ten (10) days of the end of each calendar month. The determination of daily net assets shall be made at the close of business each day throughout the month and computed in the manner specified in the then current Prospectus for the determination of the net asset value of Creation Units.

(b) Distribution expenses incurred in any one year in excess of 0.25% of each Fund's average daily net assets may be reimbursed in subsequent years subject to the annual 0.25% limit and subject further to the approval of the Board of Trustees including a majority of the Trustees who are not "interested persons" of the Trust (as defined in the 1940 Act) and who have no direct or indirect financial interest in the operation of this Plan or in any agreement related to this Plan (the "Independent Trustees").

(c) The Distributor may use all or any portion of the amount received pursuant to this Plan to compensate securities dealers or other persons that are Authorized Participants for providing distribution assistance, including broker-dealer and shareholder support and educational and promotional services, pursuant to agreements with the Distributor, or to pay any of the expenses associated with other activities authorized under paragraph 4(a) hereof.

5. Effective Date. This Plan shall become effective upon approval by a vote of both a majority of the Board of Trustees and a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on this Plan.

6. Term. This Plan shall, unless terminated as hereinafter provided, remain in effect with respect to the Designated Fund for one year from its effective date and shall continue thereafter, provided that its continuance is specifically approved at least annually by a vote of both a majority of the Trustees and a majority of Independent Trustees, cast in person at a meeting called for the purpose of voting on this Plan.

7. Amendment. This Plan may be amended at any time by the Board of Trustees, provided that (a) any amendment to increase materially the amount to be spent for the services provided for in paragraph 4 hereof shall be effective only upon approval by a vote of a majority of the outstanding voting securities (as such term is defined in the 1940 Act) of the Designated Fund, and (b) any material amendment of this Plan shall be effective only upon approval by a vote of both a majority of the Board of Trustees and a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such amendment.

8. Termination. This Plan may be terminated at any time, without payment of any penalty, by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding voting securities (as such term is defined in the 1940 Act) of the Designated Fund. In the event of termination or non-continuance of this Plan, the Trust may reimburse any expense which it incurred prior to such termination or non-continuance, provided that such reimbursement is specifically approved by both a majority of the Board of Trustees and a majority of the Independent Trustees.

9. Assignment. This plan will not be terminated by an assignment, however, an assignment will terminate any agreement under the plan involving any such assignment.

10. Reports. While this Plan is in effect, the Distributor shall provide to the Trustees, and the Trustees shall review, at least quarterly, a written report of the amounts expended pursuant to the Plan and the purposes for which such expenditures were made.

11. Records. The Trust shall preserve copies of this Plan, each agreement related hereto and each report referred to in paragraph 9 hereof for a period of at least six years from the date of the Plan, agreement and report, the first two years in an easily accessible place.

12. Independent Trustees. While this Plan is in effect, the selection and nomination of Independent Trustees shall be committed to the discretion of the Trustees who are not "interested persons" of the Trust (as defined in the 1940 Act).

13. Severability. If any provision of the Plan shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Plan shall not be affected thereby.

Plan adopted: September 11, 2000

EXHIBIT A

Exhibit 99.(p)(i)

STREETTRACKS(SM) SERIES TRUST (THE "TRUST")

CODE OF ETHICS

I. DEFINITIONS

1. "Access Person" shall have the same meaning as that set forth in Rule 17j-1(e)(1) of the 1940 Act.

2. "Adviser" shall mean State Street Bank and Trust Company.

3. "Adviser Access Person" shall mean a director, officer or advisory person, as defined in Rule 17j-1(e)(2), of the Adviser who, with respect to the Trust, makes any recommendation, participates in the determination of which recommendation shall be made, or whose principal function or duties relate to the determination of which recommendation shall be made to the Trust; or who, in connection with his or her duties, obtains any information concerning securities recommendations being made by the Adviser to the Trust.

4. "Adviser's Code of Ethics" shall mean the Code of Ethics of State Street Bank and Trust Company with respect to personal securities transactions.

5. "Beneficial Ownership" shall be interpreted in the manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

6. A Security is being "considered for purchase or sale" by a Fund when a recommendation that such Fund purchase or sell the Security has been made by the Adviser or an Access Person of the Adviser or Trust.

7. "Control" shall have the same meaning as that set forth in Section 2(a)(9) of the 1940 Act. Generally it means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company.

8. "Compliance Officer" shall mean (i) with respect to the Adviser, a person designated by the Adviser to receive reports and take certain actions, as provided in the Adviser's Code of Ethics, and (ii) with respect to the Trust, a person designated by the Trust to receive reports and take certain actions, as provided in this Code of Ethics.

9. "Fund" or "Funds" shall mean the portfolio series of the Trust.

10. "Interested Person" shall have the meaning as considered in Section 2(a)(19) of the 1940 Act.

11. "Independent Trustee" shall mean any trustee of the Trust who is not an Interested Person of the Trust.

12. "Investment Company Access Person" shall mean a trustee, officer or advisory person, as defined in Rule 17j-1(e)(2), of the Trust other than an Independent Trustee or an Adviser Access Person.

13. "Investment Personnel" shall mean the portfolio managers and other employees of the Trust or the Adviser who participate in making investment recommendations to the Trust, and persons in a control relationship to the Trust who obtain information about investment recommendations made to the Trust.

13. "Purchase" or "sale" of a Security includes, among other things, any option to purchase or sell a Security, and any security convertible into or exchangeable for a Security.

14. "Security" shall have the same meanings as that set forth in Section 2(a)(36) of the 1940 Act (generally, all securities) except that it shall not include securities issued by the Government of the United States or an agency or instrumentality thereof (including all short-term debt securities which are "government securities" within the meaning of Section 2(a)(16) of the 1940 Act), bankers' acceptances, bank certificates of deposit, commercial paper and shares of registered open-end investment companies.

15. "Trust" means streetTRACKS(SM) Series Trust.

II. CODE OF PROVISIONS APPLICABLE TO ALL ACCESS PERSONS

No Access Person of the Trust, in connection with the purchase or sale, directly or indirectly, by such Access Person of a Security held or to be acquired by the Trust, shall:

1. Employ any device, scheme or artifice to defraud the Trust;

2. Make to the Trust any untrue statement of a material fact or omit to state to the Trust a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

3. Engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon the Trust; or

4. Engage in any manipulative practice with respect to the Trust.

III. CODE PROVISIONS APPLICABLE ONLY TO ADVISER ACCESS PERSONS

1. Code of Ethics. The provisions of the Adviser's Code of Ethics are hereby adopted as the Code of Ethics of the Trust applicable to Adviser Access Persons. A violation of the Adviser's Code of Ethics by any Adviser Access Person shall also constitute a violation of this Code of Ethics.

2. Reports. Adviser Access Person shall file the reports required by the Adviser's Code of Ethics. Such filings shall be deemed to be filings with the Trust under this Code of Ethics, and shall at all times be available to the Trust.

3. Annual Issues and Certification Report. At periodic intervals established by the trustees of the Trust, but no less frequently than annually, the Compliance Officer of the Adviser shall provide a written report to the trustees of the Trust of all issues raised by Adviser Access Persons of the Adviser's

Code of Ethics during such period, including but not limited to, information about material code or procedure violations and sanctions imposed in response to those material violations. Additionally, the Adviser will provide the trustees of the Trust a written certification which certifies to the trustees of the Trust that the Adviser has adopted procedures reasonably necessary to prevent its Access Persons from violating its Code of Ethics.

IV. CODE PROVISIONS APPLICABLE ONLY TO INDEPENDENT TRUSTEES OF THE TRUST

1. Prohibited Purchases and Sales. No Independent Trustee of the Trust shall purchase or sell, directly or indirectly, any Security in which such Independent Trustee has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership and which to such Independent Trustee's actual knowledge at the time of such purchase or sale:

(a) is being considered for purchase or sale by a Fund; or

(b) is being purchased or sold by a Fund.

2. Exempted Transactions. The prohibitions of Section IV.1 of this Code shall not apply to:

(a) purchases or sales effected in any account over which the Independent Trustee has no direct or indirect influence or control;

(b) purchases or sales which are non-volitional on the part of the Independent Trustee of the Trust;

(d) purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired;

(e) sales of securities held in a margin account to the extent necessary in order to meet margin requirements;

(f) purchases or sales other than those exempted in (a) through (e) above, (i) which will not cause the Independent Trustee to gain improperly a personal profit as a result of such Independent Trustee's relationship with the Trust, or (ii) which are only remotely potentially harmful to a Fund because the proposed transaction would be unlikely to affect a highly institutional market, or (iii) which, because of the circumstances of the proposed transaction, are not related economically to the Securities purchased or sold or to be purchased or sold by a Fund, and in each case which are previously approved by the Compliance Officer of the Trust, which approval shall be confirmed in writing.

3. Reporting.

(a) Whether or not one of the exemptions listed in Section IV.2 hereof applies, each Independent Trustee of the Trust shall file with the Compliance Officer of the Trust a

written report containing the information described in Section
IV.3(b) of this Code with respect to each transaction in any Security in which such Independent Trustee has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership, if such Independent Trustee, at the time the transaction was entered into, actually knew, or in the ordinary course of fulfilling official duties as a trustee of the Trust should have known, that during the 15-day period immediately preceding or after the date of that transaction:

(i) such Security was or is to be purchased or sold by a Fund, or

(ii) such Security was or is being considered for purchase or sale by a Fund;

provided, however, that such Independent Trustee shall not be required to make a report with respect to any transaction effected for any account over which such Independent Trustee does not have any direct or indirect influence or control. Each such report shall be deemed to be filed with the Trust for purposes of this Code, and may contain a statement that the report shall not be construed as an admission by the Independent Trustee that such Independent Trustee has any direct or indirect Beneficial Ownership in the Security to which the report relates;

(b) Such report shall be made not later than 10 days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall contain the following information:

(i) the date of the transaction, the title of and the number of shares, and the principal amount of each Security involved;

(ii) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

(iii) the price at which the transaction was effected; and

(iv) the name of the broker, dealer or bank with or through whom the transaction was effected.

Any report concerning a purchase or sale prohibited under Section IV.1 hereof with respect to which the Independent Trustee relies upon one of the exemptions provided in Section IV.2 shall contain a brief statement of the exemption relied upon and the circumstances of the transaction.

4. Review. The Compliance Officer of the Trust shall review or supervise the review of the personal securities transactions reported pursuant to Section
IV.3 As part of that review, each such reported securities transaction shall be compared against completed and contemplated portfolio transactions of the Trust to determine whether a violation of this Code may have occurred. If the Compliance Officer of the Trust determined that a violation may have occurred, the Compliance Officer of the Trust shall submit the pertinent information regarding the transaction to the trustees of the Trust. The trustees shall evaluate whether a material violation of this Code has occurred, taking into account all the exemptions provided under Section IV.2. Before making any determination that a violation has occurred, the trustees shall give the person involved an opportunity to supply additional information

regarding the transaction in question and shall consult with counsel for the Independent Trustee whose transaction is in question.

5. Sanctions. If the trustees of the Trust determine that a material violation of this Code has occurred, the trustees may take such action and impose such sanctions as said trustees deem appropriate.

V. CODE PROVISIONS APPLICABLE ONLY TO INVESTMENT COMPANY ACCESS PERSON

1. Prohibited Purchases and Sales. No Investment Company Access Person shall purchase or sell, directly or indirectly, any Security in which such Investment Company Access Person has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership and which to such Investment Company Access Person's actual knowledge as the time of such purchase or sale:

(a) is being considered for purchase or sale by a Fund; or

(b) is being purchased or sold by a Fund.

2. Exempted Transactions. The prohibitions of Section V.1 of this Code shall not apply to:

(a) purchases or sales effected in any account over which the Investment Company Access Person has no direct or indirect influence or control;

(b) purchases or sales which are non-volitional on the part of the Investment Company Access Person;

(e) sales of securities held in a margin account to the extent necessary in order to meet margin requirements;

(f) purchases or sales other than those exempted in (a) through (e) above, (i) which will not cause the Investment Company Access Person to gain improperly a personal profit as a result of such Investment Company Access Person's relationship with the Trust, or (ii) which are only remotely potentially harmful to a Fund because the proposed transaction would be unlikely to affect a highly institutional market, or (iii) which, because of the circumstances of the proposed transaction, are not related economically to the Securities purchased or sold or to be purchased or sold by a Fund, and in each case which are previously approved by the Compliance Officer of the Trust, which approval shall be confirmed in writing.

3. Reporting.

(a) Whether or not one of the exemptions listed in Section V.2 hereof applies, each Investment Company Access Person shall file with the Compliance Officer of the Trust:

(b) Within 10 days of becoming an Investment Company Access Person, an initial holdings report. Such report shall contain the title of, the number of shares of, and the principal amount of each security beneficially owned by the Investment Company Access Person;

(d) A quarterly transaction report containing the information described in below with respect to each transaction in any Security in which such Investment Company Access Person has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership; provided, however, that such Investment Company Access Person shall not be required to make a report with respect to any transaction effected for any account over which such Investment Company Access Person does not have any direct or indirect influence or control. Each such report shall be deemed to be filed with the Trust for purposes of this Code, and may contain a statement that the report shall not be construed as an admission by the Investment Company Access Person has any direct or indirect Beneficial Ownership in the Security to which the report relates. Such report shall be made not later than 10 days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall contain the following information:

(i) the date of the transaction, the title of and the number of shares, and the principal amount of each Security involved;

(ii) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

(iii) the price at which the transaction was effected; and

(iv) the name of the broker, dealer or bank with or through whom the transaction was effected.

Any report concerning a purchase or sale prohibited under Section V.1 hereof with respect to which the Investment Company Access Person relies upon one of the exemptions provided in Section V.2 shall contain a brief statement of the exemption relied upon and the circumstances of the transaction.

4. Review. The Compliance Officer of the Trust shall review or supervise the review of the personal securities transactions reported pursuant to Section V.3. As part of that review, each such reported securities transaction shall be compared against completed and contemplated portfolio transactions of the Trust to determine whether a violation of this Code may have occurred. If the

Compliance Officer of the Trust determined that a violation may have occurred, the Compliance Officer of the Trust shall submit the pertinent information regarding the transaction to the trustees of the Trust. The trustees shall evaluate whether a material violation of this Code has occurred, taking into account all the exemptions provided under Section V.2. Before making any determination that a violation has occurred, the trustees shall give the person involved an opportunity to supply additional information regarding the transaction in question and shall consult with counsel for the Investment Company Access Person whose transaction is in question.

6. Annual Issues and Certification Report. At periodic intervals established by the trustees of the Trust, but no less frequently than annually, the Compliance Officer shall provide a written report to the trustees of the Trust of all issues raised by Access Persons of the Code of Ethics during such period, including but not limited to, information about material code or procedure violations and sanctions imposed in response to those material violations. Additionally, the Compliance Officer will provide the trustees of the Trust a written certification which certifies to the trustees of the Trust that the Trust has adopted procedures reasonably necessary to prevent its Access Persons from violating its code of ethics.

VI. CODE PROVISIONS APPLICABLE ONLY TO INVESTMENT PERSONNEL

Investments in IPOs and Private Placements. In addition to the applicable provisions for Investment Company Access Persons and Adviser Access Person noted above, Investment Personnel must pre-clear all investments in IPOs and Private Placements with the Compliance Officer.

VII. MISCELLANEOUS PROVISIONS

1. Amendment or Revision of Adviser's Code of Ethics. Any amendment or revision of the Adviser's Code of Ethics shall be deemed to be an amendment or revision of Section III.1 of this Code, and such amendment or revision shall be promptly furnished to the Independent Trustees of the Trust.

2. Records. The Trust shall maintain records in the manner and to the extent set forth below, which records may be maintained on microfilm under the conditions described in Rule 31a-2(f)(1) under the 1940 Act and shall be available for examination by representatives of the Securities and Exchange Commission:

(a) A copy of this Code and any other code which is, or at any time within the past five years has been, in effect shall be preserved in an easily accessible place;

(b) A record of any violation of this Code and of any action taken as a result of such violation shall be preserved in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurs;

(c) A copy of each report made pursuant to this Code shall be preserved for a period of not less than five years from the end of the fiscal year in which its is made, the first two years in an easily accessible place; and

(d) A list of persons who are, or within the past five years have been, required to make reports pursuant to this Code shall be maintained in an easily accessible place.

3. Confidentiality. All reports of securities transactions and any other information filed with the Trust or furnished to any person pursuant to this Code shall be treated as confidential, but are subject to review as provided herein and by representatives of the Securities and Exchange Commission.

4. Interpretation of Provisions. The trustees of the Trust may from time to time adopt such interpretation of this Code as they deem appropriate.

5. Effect of Violation of this Code. In adopting Rule 17j-1, the Securities and Exchange Commission specifically noted in Investment Company Act Release No. 11421 that a violation of any provision of a particular code of ethics, such as this Code, would not be considered a per se unlawful act prohibited by the general anti-fraud provisions of the Rule. In adopting this Code of Ethics, it is not intended that a violation of this Code is or should be considered to be a violation of Rule 17j-1.

Exhibit 99(p)(ii)

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CODE OF ETHICS
July, 2000

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CODE OF ETHICS - TABLE OF CONTENTS

Statement of General Principles ..............................................1
Applicability of Code to Employees of Non-US Offices .........................1
What is the Code of Ethics ...................................................2
Section 1 - Definitions ......................................................2
Section 2 - Exempted Transactions ............................................6
Section 3 - Trading Restrictions
         A.   Personal Securities Transactions "Black-out"
              Trading Restrictions ...........................................6
         B.   Securities Maintained on an "Approved List" ....................8
Section 4 - Preclearance
         A.   Preclearance of Securities Transactions .......................12
         B.   Short-term Trading ............................................12
Section 5 - Reporting .......................................................13
Section 6 - Annual Certification ............................................16
Section 7 - Exemptive Relief ................................................16
Section 8 - Violations and Sanctions ........................................16
Section 9 - Issues Forum ....................................................17

July, 2000

CODE OF ETHICS
STATE STREET GLOBAL ADVISORS
("SSgA")

Statement of General Principles

In addition to any particular duties or restrictions set forth in the SSgA Code of Ethics (the "Code"), every employee of the Adviser must adhere to the following general principles:

I. Since our clients have entrusted us with their assets, we must, at all times, place the interests of these clients first. These clients include the mutual funds which we advise, participants in the State Street Bank and Trust Company collective investment vehicles and those clients for whom we manage discretionary accounts.

II. Transactions executed for the employee's personal account must be conducted in a manner consistent with this Code and in such a manner as to avoid any actual or perceived conflict of interest or any abuse of the employee's position of trust and responsibility.

III. Employees are encouraged to make investment decisions regarding their personal accounts with a long term view. Short-term trading is strongly discouraged.

IV. Employees must not take inappropriate advantage of their position.

Applicability of Code to Employees of Non-US Offices

Employees of the Adviser's Non-US offices are subject to the terms of the Code. In addition, however, such employees remain subject to any local laws and regulations affecting personal investments, investments on behalf of customers and other activities governed by the Code. It is the responsibility of each employee to adhere to such regulations. In the event of any inconsistency between local law or regulation and the terms of this Code, the employee must adhere to the highest applicable standard.

July, 2000

WHAT IS THE CODE OF ETHICS?

The Code of Ethics, hereafter referred to as the "Code", is the policy statement that State Street Global Advisors has adopted which primarily governs personal securities transactions of its employees. It is designed to ensure that employees conduct their personal securities transactions in a manner which does not create an actual or potential conflict of interest to the bank's business or fiduciary responsibilities. In addition, the Code establishes standards that prohibit the trading in or recommending of securities based upon material, non-public information or the tipping of such information to others.

The SSgA Risk Management and Compliance Department oversees overall compliance with the Code. Failure to comply with the Code could result in company imposed sanctions, and possible criminal and civil liability, depending on the circumstances.

SECTION 1 - DEFINITIONS

A. "Access Person" or " Investment Personnel" as defined by Rule 17j-1 under the Investment Company Act of 1940, as amended ("the 1940 Act"), means "any Portfolio Manager, Investment Person or Reporting Associate of State Street Global Advisors or of such other divisions as determined by the Adviser from time to time, and any other employee of the Adviser designated as an Access Person by the Compliance Officer by virtue of his or her stature within the organization."

The following Access Person levels have been established by the SSgA Boston office. The levels reflect the minimum requirements of the Code of Ethics. A listing of Access Persons is maintained by the local Compliance Officer. The local Compliance Officer, at his or her discretion, can impose higher standards in their local environment.

1. " Portfolio Manager" (Level 1) means "the persons identified by the Adviser, as the portfolio manager or back-up portfolio manager of a Fund."

2. "Investment Person" (Level 2) means "any employee of the Adviser who, in connection with his or her regular functions or duties,

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makes, participates in, or obtains information regarding the purchase or sale of a Security by a Fund prior to or contemporaneous with such purchase or sale, or whose functions relate to the making of any recommendations with respect to such purchase or sale."

3. "Reporting Associate" (Level 3) means "(i) any director, officer or employee of the Adviser who, with respect to any Fund, makes any recommendation, participates in the determination of which recommendation will be made, or whose principal function or duties relate to the determination of which recommendation will be made, or who, in connection with his or her duties, obtains any information concerning recommendations on Securities being made by the Adviser to any Fund, and (ii) any employee of the Adviser who, in connection with his or her regular functions or duties, makes, participates in or obtains information regarding the purchases or sales of Securities made by a Fund or whose functions relate to the making of any recommendations with respect to the purchases or sales.

B. "Adviser" means "State Street Global Advisors" and any other investment advisory division of State Street Bank and Trust Company, "State Street Global Advisors, Inc." and any subsidiary thereof, "State Street Brokerage" and "State Street Banque, S.A." and such other entities as from time to time designated by the Compliance Officer.

C. "Approved List" means Securities followed by the Global Fundamental Research Group and tracked on the Approved List. Securities may be added, removed, or undergo periodic ratings changes.

D. "Associated Portfolio" means with respect to an Access Person any Portfolio in the fund group for which such person acts as a Portfolio Manager, Investment Person or Reporting Associate (e.g., accounts for which the Access Person is Portfolio Manager, designated Back-up Portfolio Manager).

E. "Beneficial Ownership" shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder, except

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that the determination of direct or indirect Beneficial Ownership shall apply to all Securities which an Access Person has or acquires other than those Securities which are acquired through dividend reinvestment.

Beneficial Ownership generally extends to accounts in the name of:

- the Access Person;
- the Access Person's spouse;
- the Access Person's minor children;
- the Access Person's adult children living in the Access Person's home; and
- any other relative whose investments the Access Person directs (regardless of whether he or she resides in the Access Person's home).

Beneficial Ownership also includes accounts of another person or entity if by reason of any contract, understanding, relationship, agreement or other arrangement the Access Person obtains therefrom benefits substantially equivalent to those of ownership. Access Persons should contact the local Compliance Officer regarding any questions they may have concerning Beneficial Ownership.

F. "Compliance Officer" shall mean the person identified by the State Street Global Advisors division of the Adviser, from time to time, as the local Compliance Officer of SSgA.

G. "Control" means the power to exercise a controlling influence over an account.

H. "de minimis transaction" is a personal trade that, when client orders are pending, meets the following conditions: i) proposed personal trade does not exceed 2% of the average 10 day trading volume in the subject security, AND ii) pending client orders do not exceed the 2% limit.

I. "Fund" or "Funds" means "any mutual fund, bank collective fund, common trust fund, separate account or other type of account advised or sub-advised by the Adviser."

J. "Fundamental Access Person" means "any Access Person (Level 1-3) who either has access to or receives updates concerning the fundamental research (as distinguished from

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the quantitative management process) used in connection with the managing a Fund, and who is identified as such on a list maintained by the Compliance Department."

K. "Level 4 Person" means " any individual employed by the Adviser who is not an Access Person (Level 1-3) and who is identified as a Level 4 Person by SSgA Risk Management and Compliance."

L. "Portfolio" means "any investment portfolio of a Fund."

M. "Purchase or Sale of a Security" includes, among other things, the writing of an option to purchase or sell a Security.

N. "Security" shall have the meaning set forth in Section 2(a)(36) of the 1940 Act, provided that "Security" shall NOT include direct obligations of the government of the United States, bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, and shares issued by an open-end investment company registered under the 1940 Act (e.g., open-end mutual funds.)

This definition of "Security" includes, but is not limited to: any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificates of interest or participation in any profit-sharing agreement, any put, call, straddle, option or privilege on any Security or on any group or index of Securities, or any put, call, straddle, option or privilege entered into on a national securities exchange relating to foreign currency.

Further, for the purpose of this Code, "Security" shall include any commodities contracts as defined in Section 2(a)(1)(A) of the Commodity Exchange Act. This definition includes but is not limited to futures contracts on equity indices.

Any questions as to whether a particular investment constitutes a "Security" should be referred to the local Compliance Officer.

O. "Short-term Trading" means buying and selling or selling and buying the same security within a 60 day period.

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SECTION 2 - EXEMPTED TRANSACTIONS

The "Trading Restrictions" (Section 3A) and "Preclearance" requirements (Section 4) of this Code shall not apply to:

A. Purchases or sales effected in any account over which the Access Person or Level 4 Person has no direct or indirect influence or control (e.g., assignment of management discretion in writing to another party). However, if management authority is ceded to a person in the same household (spouse, dependent children or other individual living in the same household as the Access Person or the Level 4 Person), then trading restrictions and preclearance requirements still have to be met.

B. Acquisition of a Security due to dividend reinvestment or similar automatic periodic investments process or through the exercise of rights, warrants or tender offers. However, these transactions remain subject to the Code's "Reporting" requirements as set forth in Section 5.

C. Securities issued by the U.S. Government or an agency or instrumentality thereof. However, only direct obligations of the U.S. Government are exempt from the reporting requirements set forth in Section 5.

D. With respect to Access Persons employed in a non-US office, purchases or sales of Securities issued by the government of the country in which such office is located. However, these transactions remain subject to the Code's "Reporting" requirements as set forth in Section 5.

SECTION 3 - TRADING RESTRICTIONS/PROHIBITIONS

A. PERSONAL SECURITIES TRANSACTION "BLACK-OUT" TRADING RESTRICTIONS

1. Prohibited trading "black-out" periods. The following categories of personnel are subject to the following restrictions upon execution of personal securities transactions for his or her own personal account or on behalf of an account in which he or she has Beneficial Ownership:

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(a) "Pending order" restriction. Subject only to the de minimis transaction exceptions noted below, no Access Person (Level 1-3) may purchase or sell a Security or any equivalent Security with respect to which such Access Person knows or should have known that any Fund (i) has outstanding a purchase or sale order (the "pending order"), or (ii) is considering purchasing or selling.

A Fund "is considering purchasing or selling" a Security when a recommendation has been made and communicated and, with respect to the person making the recommendation, when such person seriously considers making such recommendation.

(b) Seven-day restriction. No Portfolio Manager may purchase or sell a Security or any equivalent security within seven (7) calendar days after the trade date of a purchase or sale of the same Security or any equivalent Security by or on behalf of any Associated Portfolio.

In the event that a transaction in a Security is effected in contravention of either of the two forgoing restrictions, the Access Person or Portfolio Manager involved shall, as soon as practicable after becoming aware of the violative nature of his or her personal transaction (irrespective of any pre-execution clearance which may have been previously granted for the transaction), promptly, (I) advise the office of the Compliance Officer of the violation, and (II) comply with whatever directions which the Compliance Officer may issue in order for the violation to be fully and adequately rectified.

2. de minimis transaction exceptions to the "pending order" restriction. An Access Person shall be excepted from the "pending order" restriction with respect to any de minimis transaction; provided, however, that the de minimis transaction exception shall not be applicable for transactions effected by Portfolio Managers that would

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otherwise be restricted pursuant to subparagraph (1)(b), above. Transactions effected pursuant to the de minimis exception remain subject to the Preclearance (Section 4) and Reporting (Section 5) requirements of this Code.

B. Securities Maintained on an "Approved List"

Employees who have access to investment strategy information developed by the Fundamental Research Group prior to or contemporaneous with its implementation are prohibited for a period of seven (7) days from purchasing or selling a Security that is added to, removed from, or which has been subject to a rating change on the Approved List.

C. ADDITIONAL PROHIBITED ACTIVITIES

1. Neither an Access Person nor Level 4 Person shall, in connection with the purchase or sale (directly or indirectly) by the Adviser, of a Security held or to be acquired by a Fund:

a. employ any device, scheme or artifice to defraud a Fund;

b. make any material misstatement to a Fund or omit any material fact in any statement to a Fund where such omission would tend to make the statement misleading;

c. engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon a Fund; or

d. engage in any manipulative practice with respect to a Fund.

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The above prohibited activities shall at all times include, but shall not be limited to, the following:

(i) purchasing or selling securities on the basis of material (1) non-public (2) information;

(ii) purchasing or selling, knowingly, directly or indirectly, securities in such a way as to compete personally in the market with a Fund, or acting personally in such a way as to injure a Fund's transactions;

(iii) using knowledge of securities transactions by a Fund, including securities being considered for purchase or sale, to profit personally, directly or indirectly, by the market effect of such transactions.

(iv) engaging in short selling and options trading of State Street securities (except to the extent such options are issued by the Corporation as part of an employee's compensation.)

2. Each of the following activities by an Access Person or Level 4 Person shall be prohibited:

a. purchasing Securities in an initial public offering unless the transaction is approved in writing by an SSgA Compliance Officer and either:

(1) Material Information: information the dissemination of which would have a substantial impact on the market price of the company's securities, or is likely to be considered important by reasonable investors in determining whether to trade in such securities. Examples of the type of information that might be "material" would include the following: earnings estimates or changes in previously released earnings estimates, merger or acquisition proposals, major litigation, significant contracts, dividend changes, extraordinary management developments.
(2) Non-public Information: information that has not been generally disclosed to the investing public. Information found in a report filed with a local regulatory agency, such as the SEC, or appearing in publications of wide circulation would be considered public.

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(i) the Access Person or Level 4 Person has a right to purchase the Security due to the Access Person's or Level 4 Person's pre-existing status as a policy holder or depositor with respect to such Security or as a shareholder of a related company; or,

(ii) the right to purchase is awarded by lottery or other non-discretionary method by the issuer.

b. participation in a private offering (e.g., offerings of securities not registered with a local regulatory agency, such as the SEC, stocks of privately held companies, private placements and non-publicly traded limited partnerships) without prior written consent from an SSgA Compliance Officer by use of the form attached here as Appendix C;

c. participation in a private offering and failing to disclose any subsequent conflicts of interests to the Compliance Officer. An example of this would be a portfolio manager purchasing Securities of an issuer in a private offering (with approval as detailed in 2(b) above) and then causing an Associated Portfolio to purchase Securities of the issuer without disclosing this conflict of interest.

d. using any derivative, or using any evasive tactic, to avoid the restrictions of this Code;

e. serving as a director of the following without prior written consent of State Street Global Advisors' Area Executive AND notice to the Compliance Officer:

- a publicly traded company other than State Street Corporation or its subsidiaries or its affiliates; or

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- any company the Securities of which are owned by a Fund,

f. accepting or receiving, either directly or indirectly, from any organization or employee thereof with which we conduct a business relationship (e.g., customers or vendors) a gratuity or anything of value in excess of one hundred (US $100) dollars per individual per calendar year. A gratuity includes a gift of any type.

The purpose of this gratuity restriction is to allow only proper and customary business amenities. Amenities considered permissible include the following:

- occasional meals, social gatherings or meetings conducted for business purposes; or
- gifts in the nature of promotional materials, such as a pen, calendar, umbrella or the like, which are inscribed with the giver's name or a business message.

Amenities considered NOT to be permissible include, but are not limited to, the following:

- transportation expenditures, such as airfare or rental car; or
- hotel or other lodging accommodation expenditures

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SECTION 4 - PRECLEARANCE

A. PRECLEARANCE OF SECURITIES TRANSACTIONS

Each Access Person shall preclear all transactions in Securities (other than those exempted in Section 2, above) in accordance with the Personal Transactions Preclearance Procedure via Lotus Notes.

- Preclearance must be obtained after 10:00 a.m. EST (or at such local time as is designated by each Non-US office) of the day on which the Access Person proposes to trade.
- Such preclearance is good until midnight of the day it is granted in the location of the primary exchange where the security is traded. It is also allowable to order a market trade electronically up to this time deadline. Any order not executed on the day of preclearance must be re-submitted for preclearance before being executed on a subsequent day (e.g., "good-'til-canceled" or "limit" orders must receive preclearance every day that the order is open).
- The Lotus Notes preclearance process must be used in sites where available consistent with policies established from time to time by Risk Management and Compliance.

B. SHORT-TERM TRADING

In order to monitor short-term trading activity, each Access Person is required to identify on the Quarterly Report whether he or she has traded in the proposed security within the past 60 days. Short-term trades will be monitored and reported to management to ensure that Access Persons are adhering to SSgA's long-term investment philosophy generally.

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SECTION 5 - REPORTING

All Securities (defined in Section 1.N) are subject to the reporting requirements of this section. Such securities include, but are not limited to, those issued by the U.S. Government agencies, non-US government obligations, and open-end mutual funds (or their equivalent that are not registered in the U.S.

A. Initial Holdings Report. No later than 10 days after becoming an Access Person, whether through outside hiring or internal transfer, every Access Person shall report to the Compliance Officer the following information.

1. The title, number of share and principal amount of each Security in which the Access Person had any Beneficial Ownership when the person became an Access Person;

2. The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and

3. The date the report is submitted by the Access Person.

B. Quarterly Transaction Reports. No later than 10 days after the end of each calendar quarter, every Access Person shall report to the Compliance Officer, the following information (3):

1. With respect to any transaction during the quarter in a Security in which the Access Person had any direct or indirect Beneficial Ownership:

a. The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Security involved:

(3) Access Persons are required to provide copies of confirmations and periodic statements to the Compliance Officer pursuant to Section 5 of this Code. Accordingly, Access Persons need only certify on their Quarterly Transaction Form that no other transactions were executed during the applicable quarter.

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b. The nature of the transaction, (i.e., purchase, sale, or other type of acquisition or disposition);

c. The price of the Security at which the transaction was effected;

d. The name of the broker, dealer or bank with or through which transaction was effected; and

e. The date that the report is submitted by the Access Person.

2. With respect to any account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person:

a. The name of the broker, dealer, or bank with whom the Access Person established the account;

b. The date the account was established; and

c. The date the report is submitted by the Access Person.

C. Annual Holdings Reports. Annually, every Access Person shall report the following information (which information must be current as of a date no more that 30 days before the report is submitted):

1. The title, number of shares and principal amount of each Security in which the Access Person had any direct or indirect Beneficial Ownership;

2. The name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person;

3. The date that the report is submitted by the Access Person.

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              D.     Exceptions to Reporting Requirements. An Access Person need
                     not make a report under this Section 5 with respect to
                     transactions effected for, and Securities held in, any
                     account over which the person has no direct or indirect
                     influence or control.

              E.     Access Persons are required to notify any brokers, dealers,
                     investment advisers, banks and other financial institutions
                     with whom they have their securities trading accounts to
                     forward duplicate confirms of any and all of their trades
                     and periodic account statements containing trading activity
                     to the Compliance Officer and may use the form letter
                     attached as Appendix B to notify such financial
                     institutions.

              F.     Any such report may contain a statement that the report
                     shall not be construed as an admission by the person making
                     such report that he or she has any direct or indirect
                     Beneficial Ownership in the Security to which the report
                     relates.

              G.     Access Persons transacting in Securities, as defined in
                     Section 1-N. of the Code, contained in self directed
                     pension brokerage accounts, self managed brokerage accounts
                     (SMBA) or 401(k) retirement accounts are included in any
                     reporting or preclearance requirements.

              H.     Investment in the State Street Stock Fund through the State
                     Street 401(k) plan do not require regular preclearance or
                     reporting. Although transactions in the State Street Stock
                     Fund do not need to be reported, as they are not defined as
                     a Security, employees trading in the State Street Stock
                     Fund should be aware that these transactions are subject to
                     the insider trading restrictions contained in the Code of
                     Ethics and State Street's Standard of Conduct.

              I.     Access Persons are prohibited from engaging in short
                     selling and options trading of State Street securities
                     (except to the extent such options are issued by the
                     Corporation as part of an employee's compensation).

              J.     State Street options granted in conjunction with an
                     employee's compensation do not need to be precleared or
                     reported if exercised at first opportunity as dictated by
                     Global Human Resources. Options exercised on any other date
                     are subject to preclearance and reporting requirements.


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SECTION 6 - ANNUAL CERTIFICATION

All Access Persons and Level 4 Persons must certify annually that he or she has read, understands and recognizes that he or she is subject to the Code. In addition, all Access Persons must certify annually that he or she has complied with the Code and has disclosed and reported all personal securities transactions required to be disclosed or reported.

SECTION 7 - EXEMPTIVE RELIEF

An Access Person or Level 4 Person who believes that aspects of the Code impose a particular hardship or unfairness upon them with respect to a particular transaction or situation, without conferring a corresponding benefit toward the goals of the Code, may appeal to the Compliance Officer for relief from Code provision(s) relating to a particular transaction or ongoing activity or reporting requirement.

If relief is granted, the Compliance Officer may impose alternative controls or requirements. Any relief granted in this regard shall apply only to the Access Person or Level 4 Person who had sought relief and no other Access Person may rely on such individual relief unless specifically authorized by their local Compliance Officer. If circumstances warrant, the Compliance Officer may submit the anonymous request to the Code of Ethics Committee for input.

SECTION 8 - VIOLATIONS AND SANCTIONS

The Adviser will monitor compliance with the Code of Ethics and take such action as it deems appropriate designed to reasonably ensure compliance. The Adviser may establish a Code of Ethics Committee to review and develop procedures for giving effect to this Code. The Code of Ethics Committee reviews the facts and circumstances surrounding potential violations and may recommend that the Adviser impose a sanction as identified below.

Upon discovering a violation of this Code, its policies or procedures, the Adviser may impose such sanctions as it deems appropriate, including, among other things, the following:

- a letter of censure to the violator;

- a monetary fine levied on the violator;

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-      suspension of the employment of the violator;

-      termination of the employment of the violator;

-      civil referral to the SEC or other civil regulatory authorities
       determined by the Adviser or other appropriate entity; or

-      criminal referral -- determined by the Adviser or other
       appropriate entity.

If the Adviser reasonably determines that the actions of an Access Person creates the appearance of impropriety, it may take such action as it deems necessary, including but not limited to, unwinding a trade and/or disgorgement of profits.

The Access Person or Level 4 Person is given an opportunity to appeal a Committee decision if he/she believes there are extenuating facts and circumstances of which the Committee and Compliance were unaware.

SECTION 9 - ISSUES FORUM

If you have a concern or question, you can voice this concern, i.e., issue or personal complaint on an anonymous basis by submitting it in writing to:

State Street Global Advisors
Attention: Compliance Officer
P.O. Box 9185
Boston, MA 02209

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Exhibit 99.(q)

POWER OF ATTORNEY

The undersigned Trustee of streetTracks(R) Series Trust (the "Trust") hereby constitutes and appoints George O. Martinez, Michael E. Gillespie and Stephanie M. Nichols, each of them with full powers of substitution, as his true and lawful attorney-in-fact and agent to execute in his name and on his behalf in any and all capacities the Registration Statements on Form N-1A, and any and all amendments thereto, and all other documents, filed by the Trust with the Securities and Exchange Commission (the "SEC"') under the Investment Company Act of 1940, as amended, and (as applicable) the Securities Act of 1933, as amended, and any and all instruments which such attorneys and agents, or any of them, deem necessary or advisable to enable the Trust to comply with such Acts, the rules, regulations and requirements of the SEC, the securities or Blue Sky laws of any state or other jurisdiction, any securities exchange, the CFTC, and the regulatory authorities of any foreign jurisdiction, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC and such other jurisdictions, and the undersigned hereby ratifies and confirms as his own act and deed any and all acts that such attorneys and agents, or any of them, shall do or cause to be done by virtue hereof. Any one of such attorneys and agents has, and may exercise, all of the powers hereby conferred. The undersigned hereby revokes any Powers of Attorney previously granted with respect to the Trust concerning the filings and actions described herein.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 11th day of September, 2000.

                                           /s/ David M. Kelly
                                           -------------------------------------
                                           David M. Kelly

Dated: September 11, 2000

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 11th day of September, 2000.

                                           /s/ Frank Nesvet
                                           -------------------------------------
                                           Frank Nesvet

Dated: September 11, 2000

POWER OF ATTORNEY

The undersigned Trustee of streetTracks(R) Series Trust (the "Trust") hereby constitutes and appoints George O. Martinez, Michael E. Gillespie and Stephanie M. Nichols, each of them with full powers of substitution, as her true and lawful attorney-in-fact and agent to execute in her name and on her behalf in any and all capacities the Registration Statements on Form N-1A, and any and all amendments thereto, and all other documents, filed by the Trust with the Securities and Exchange Commission (the "SEC"') under the Investment Company Act of 1940, as amended, and (as applicable) the Securities Act of 1933, as amended, and any and all instruments which such attorneys and agents, or any of them, deem necessary or advisable to enable the Trust to comply with such Acts, the rules, regulations and requirements of the SEC, the securities or Blue Sky laws of any state or other jurisdiction, any securities exchange-, the CFTC, and the regulatory authorities of any foreign jurisdiction, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC and such other jurisdictions, and the undersigned hereby ratifies and confirms as her own act and deed any and all acts that such attorneys and agents, or any of them, shall do or cause to be done by virtue hereof. Any one of such attorneys and agents has, and may exercise, all of the powers hereby conferred. The undersigned hereby revokes any Powers of Attorney previously granted with respect to the Trust concerning the filings and actions described herein.

IN WITNESS WHEREOF, the undersigned has hereunto set her hand as of the 11th day of September, 2000.

                                         /s/ Helen F. Peters
                                         ---------------------------------------
                                         Helen F. Peters

Dated: September 11, 2000

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 11th day of September, 2000.

                                         /s/ Timothy B. Harbert
                                         ---------------------------------------
                                         Timothy B. Harbert

Dated: September 11, 2000

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 11th day of September, 2000.

                                          /s/ Nicholas A. Lopardo
                                          --------------------------------------
                                          Nicholas A. Lopardo


Dated: September 11, 2000