Exhibit 99.A4
DISTRIBUTION AGREEMENT
DISTRIBUTION AGREEMENT ("Agreement") made as of November 8, 2002,
effective November 8, 2002, by and among Nasdaq Financial Products Services,
Inc. a Delaware corporation ("Sponsor"); BLDRS Index Funds Trust, a unit
investment trust organized under the laws of the State of New York ("Trust");
and ALPS Distributors, Inc., a Colorado corporation ("Distributor").
WITNESSETH
WHEREAS, the Trust is governed by a trust agreement and indenture
("Trust Agreement and Indenture") between the Sponsor and The Bank of New York,
as trustee ("Trustee") pursuant to which there will be created separate
investment portfolios (each a "BLDRS Index Fund" and collectively the "BLDRS
Index Funds") as set forth in Exhibit A hereto, as such exhibit may be revised
from time to time. For purposes of this agreement the term "Shares" shall mean
the authorized shares of the relevant BLDRS Index Fund;
WHEREAS, the Sponsor and the Trust have filed with the Securities
and Exchange Commission ("Commission") a registration statement on Form S-6
(Registration No. 333- 84788) including as part thereof a prospectus (the
"Prospectus"), under the Securities Act of 1933, as amended ("1933 Act"), and a
registration statement on Form N-8B-2 (Registration No. 811-21057) under the
Investment Company Act of 1940, as amended ("1940 Act"), the forms of which have
heretofore been delivered to the Distributor; and
WHEREAS, the Trust will create and redeem Shares only in aggregations
constituting a Creation Unit as such term is used in the Registration Statement
(as defined herein in accordance with the terms and conditions set forth
therein; and the Distributor is a registered broker-dealer under the Securities
Exchange Act of 1934, as amended ("1934 Act"); and
WHEREAS, the Trust and the Sponsor desire to retain the Distributor
to act as distributor with respect to the creation and distribution of Shares in
Creation Unit aggregations as set forth in the Trust's Registration Statement,
hold itself available to receive and process orders for Shares in the manner set
forth in the Trust's then-current prospectus and to enter into arrangements with
dealers; and
WHEREAS, the Distributor desires to render these services to the
Trust;
NOW, THEREFORE, in consideration of the mutual covenants contained
in this Agreement, the Sponsor, the Trust and the Distributor hereby agree as
follows:
SECTION 1
DISTRIBUTION AND BENEFICIAL OWNERS
1.1 Appointment. The Trust and the Sponsor hereby appoint the
Distributor as the exclusive distributor for Shares in Creation Unit
aggregations on the terms and for the periods set forth in this Agreement, and
the Distributor hereby accepts such appointment and agrees to act in such
capacity hereunder.
1.2 Definitions.
(a) The term "Registration Statement" shall mean 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.
(b) The term "Prospectus" shall mean the prospectus included as part
of the Trust's Registration Statement, as such prospectus may be amended or
supplemented from time to time.
(c) The term "Depository" shall mean The Depository Trust Company,
New York, New York.
(d) All capitalized terms used but not defined in this Agreement
shall have the meanings ascribed to such terms in the Registration Statement.
1.3 Distributor's Duties. The Distributor shall have the following
duties:
(a) The Distributor agrees, as agent for the Trust, that all orders
to create Shares in Creation Unit size aggregations must be placed with the
Distributor and it is the responsibility of the Distributor to transmit such
orders to the Trustee, as described in the Registration Statement and in
accordance with the provisions thereof.
(b) The right granted to the Distributor to receive all orders to
create Shares in Creation Unit size aggregations and to transmit such orders to
the Trustee shall be exclusive, and no other principal underwriter or
distributor shall be granted such right; provided, however, that nothing herein
shall affect or limit the right and ability of the Trustee to accept Portfolio
Deposits and related Cash Components (each as defined in the Prospectus) through
or outside of the Clearing Process, and as provided in and in accordance with
the then-current Prospectus. The exclusive right to place creation orders for
Shares granted to the Distributor may be waived by the Distributor by notice to
the Trust and the Sponsor in writing, either unconditionally or subject to such
conditions and limitations as may be set forth in such notice to the Trust and
the Sponsor. The Trust and the Sponsor hereby acknowledge that the Distributor
may render principal underwriting, distribution and other services to other
parties, including other unit investment trusts.
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(c) At the request of the Trust and the Sponsor, the Distributor
shall enter into Participant Agreements between and among participating parties,
the Distributor and the Trustee, in accordance with the provisions of the
Registration Statement and current Prospectus and in the form attached hereto as
Exhibit B. The Distributor shall make available for inspection during normal
business hours at its offices at 0000 Xxxxxxxx, Xxxxx 0000, Xxxxxx, XX 00000, a
list of participating parties who have entered into Participant Agreements with
the Distributor and the Trustee.
(d) Except as otherwise noted in the Registration Statement and
current Prospectus, the offering price for all Creation Units sold to investors
by the Distributor will be the net asset value per Creation Unit calculated in
the manner described in the Registration Statement and current Prospectus.
(e) In performing its duties hereunder, the Distributor shall act in
conformity with the Trust Agreement and Indenture, Registration Statement and
the then-current Prospectus relating to Shares and the Trust and with the
instructions and directions of the Sponsor and Trustee of the Trust, and will
comply with and conform in all material respects to the requirements of the 1933
Act, the 1934 Act and the 1940 Act and all other applicable federal and state
laws, regulations and rulings, and the rules and regulations of the National
Association of Securities Dealers, Inc. ("NASD").
(f) The Distributor shall not be obligated to accept any certain
number of orders for Creation Unit size aggregations of Shares, and nothing
herein contained shall prevent the Distributor from entering into like
distribution arrangements with other investment companies.
(g) The Distributor shall be responsible for reviewing and filing
any sales literature or advertising material (including material disseminated
through radio, television or other electronic media) of the Trust with the NASD
to the extent required by the 1933 Act, the 1934 Act, and the 1940 Act and the
rules and regulations thereunder, and by the rules and regulations of the NASD.
All such materials must be approved by the Distributor, in writing, prior to
first use. The Distributor is not authorized to give any information or to make
any representations other than those contained in the Registration Statement or
current Prospectus, as amended from time to time, or contained in reports to
Beneficial Owners or other materials that may be prepared by the Trustee or
Sponsor on behalf of the Trust for the Distributor.
(h) The Distributor shall consult with the Sponsor and the Trust
with respect to the production and printing of prospectuses to be used in
connection with creations by new creators of Creation Unit aggregations of
Shares.
(i) In performing its duties hereunder the Distributor shall be
entitled to rely on and shall not be responsible in any way for information
provided to it by the Trustee, the Sponsor or the Trust and their 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 Trustee, the
Sponsor, the Trust or the Trust's Beneficial Owners to which the Distributor
would otherwise be subject by reason of willful
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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 Distributor has, as of the date hereof, and shall at all
times have and maintain, net capital of not less than that required by Rule
15c3-1 of the 1934 Act, or any successor provision thereto. In the event that
the net capital of the Distributor shall fall below that required by Rule
15c3-1, or any successor provision thereto, the Distributor shall promptly
provide notice to the Trustee and the Sponsor of such event.
1.4 The Trust's and Sponsor's Duties. The Trust and Sponsor shall
have the following duties:
(a) The Trust agrees to create Creation Unit size aggregations of
Shares, subject to paragraph (e) of this Section 1.4, and to request the
Depository 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 in writing or other means of data
transmission, as promptly as practicable after receipt by the Trustee on behalf
of the Trust of the requisite Portfolio Deposit and Cash Component (together
with any fees) for such creations and acceptance by the Trustee or by the
Distributor on behalf of the Trust of a creation order for such Shares, upon the
terms described in the Registration Statement.
(b) The Trust and Sponsor shall 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 and the Sponsor shall make available to the Distributor such
number of copies of the current Prospectus as the Distributor may reasonably
request. The Trust and the Sponsor authorize the Distributor to use the
Prospectus, but the Trust and the Sponsor shall not be responsible in any way
for any information, statements or representations given or made by the
Distributor or its representatives or agents other than such information,
statements or representations as are contained in the Prospectus or financial
reports filed on behalf of the Trust or in any sales literature or
advertisements specifically approved by the Trust and the Sponsor in writing.
(c) The Sponsor agrees that it will take all necessary action to
register an indefinite number of Shares under the 0000 Xxx. The Sponsor shall
take, from time to time, such steps, including payment of the related filing
fees, as may be necessary to register Shares under the 1933 Act and the 1940 Act
to the end that all Creation Unit size aggregations of Shares will be properly
registered under the 1933 Act and the 1940 Act. The Trust and the Sponsor agree
to file from time to time such amendments, supplements, reports and other
documents as may be necessary in order that there may be in a Registration
Statement or Prospectus no (i) untrue statement of a material fact or (ii)
omission to state a material fact necessary in order to make the statements
therein, in the case of the Prospectus, in light of the circumstances in which
made, not misleading. The Distributor shall furnish such information and other
material relating to its affairs and activities as may be required by the Trust
and the Sponsor for inclusion in the Registration Statement or Prospectus.
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(d) The Trust and the Sponsor shall keep the Distributor informed of
the states and other foreign and domestic jurisdictions in which the Trust has
effected notice filings of Shares for sale under the securities laws thereof The
Distributor shall furnish such information and other material relating to its
affairs and activities as may be required by the Trust and the Sponsor in
connection with such filings.
(e) In accordance with the provisions of the then-current
prospectus, the Trust may reject any creation order for Creation Unit
aggregations of Shares or stop all receipts of creation orders for Shares at any
time or from time to time upon reasonable notice to the Distributor.
1.5 Representations.
(a) The Distributor represents and warrants to the Trust and the
Sponsor that (i) it is duly organized as a Colorado 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 (except for any consent in
writing which shall have been obtained by the date hereof).
(b) The Sponsor represents and warrants to the Distributor that (i)
the Registration Statement and the Prospectus have been prepared in conformity
in all material respects with the 1933 Act, the 1940 Act and the rules and
regulations thereunder; (ii) the Registration Statement and the Prospectus
contain all statements required to be stated therein in accordance with the 1933
Act, the 1940 Act and the rules and regulations thereunder; and (iii) all
statements of fact contained therein are true and correct in all material
respects at the time indicated or the effective date, as the case may be, and
neither the Registration Statement nor the Prospectus shall include an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in the case of the
Prospectus in light of the circumstances in which made, not misleading. The
Trust and the Sponsor shall from time to time file such amendment or amendments
to the Registration Statement and the Prospectus as, in the light of future
developments, shall, in the opinion of the Trust's counsel, be necessary in
order to have the Registration Statement and the Prospectus at all times contain
all material facts required to be stated therein or necessary to make the
statements therein, in the case of the Prospectus in light of the circumstances
in which made, not misleading to a purchaser of Shares. The Trust shall not file
any amendment to the Registration Statement or the Prospectus without giving the
Distributor reasonable notice thereof in advance, provided that nothing in this
Agreement shall in any way limit the Trust's right to file at any time such
amendments to the Registration Statement or the Prospectus as the Trust may deem
advisable. Notwithstanding the foregoing, the Trust and the Sponsor shall not be
deemed to make any representation or warranty as to any information or statement
provided by the Distributor for inclusion in the Registration Statement or the
Prospectus.
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(c) Notification Provisions. The Trust and the Sponsor shall notify
the Distributor promptly of:
1. any request by the Commission for amendments to the Trust's
Registration Statement or Prospectus or for additional
information;
2. any stop order suspending the effectiveness of the Trust's
Registration Statement or the initiation of any proceeding for
that purpose;
3. all significant actions of the Commission having a material
impact with respect to any amendment to the Trust's
Registration Statement or Prospectus.
(d) Anti-Money Laundering. The Distributor agrees to maintain an
anti-money laundering program in compliance with Title III of the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001 (the "USA Patriot Act") and all applicable laws
and regulations promulgated thereunder. The Distributor confirms that, as soon
as possible, following the request from the Trust, the Distributor will supply
the Trust with copies of the Distributor's anti-money laundering policy and
procedures, and such other relevant certifications and representations regarding
such policy and procedures as the Trust may reasonably request from time to
time.
SECTION 2
FEES AND EXPENSES
2.1 Compensation of the Distributor. The Sponsor shall pay to the
Distributor, for its services described in this Agreement, an annual
distribution fee of $20,000 flat fee per fund per year, $5,000 of which will be
waived per fund in the first year, such fee to be paid monthly in advance on the
first day of each calendar month with the first payment to be delivered upon the
effectiveness of this Agreement in a prorated amount.
2.2 Expenses.
(a) Each party hereto will bear its own expenses in connection with
this Agreement unless otherwise agreed by the parties hereto in writing. In
addition, the expenses of the Trust shall be borne by the Trust as described
under the caption "Expenses of the Trust" in the Prospectus.
(b) The Distributor shall bear the following costs and expenses
relating to the distribution of Shares: (i) the costs (other than those payable
pursuant to the Trust's agreement with the Depository) of processing and
maintaining records of creations of Creation Units; (ii) all costs of
maintaining the records required of a broker/dealer registered under the 1934
Act; (iii) the expenses of maintaining its registration or qualification as a
dealer or broker under federal or state laws; and (iv) all other expenses
incurred in connection with the distribution services as contemplated herein,
except as otherwise specifically provided in this Agreement.
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SECTION 3
INDEMNIFICATION
3.1 Indemnification of Distributor. The Sponsor agrees to indemnify,
defend and hold the Distributor, its officers and directors and any person who
controls the Distributor within the meaning of Section 15 of the 1933 Act (any
of the Distributor, its officers and directors or such control persons, for
purposes of this Section 3.1, an "Indemnitee"), free and harmless from and
against any and all claims, demands, liabilities, and expenses (including costs
reasonably incurred in connection with investigating or defending such claims,
demands or liabilities and any counsel fees reasonably incurred in connection
therewith) which the Indemnitee may incur, under the 1933 Act or under common
law or otherwise, arising out of or based upon any untrue statement or alleged
untrue statement of a material fact contained in the Trust's Registration
Statement, or the omission or alleged omission to state in such document a
material fact required to be stated therein or necessary to make the statements
therein not misleading or, with respect to the Prospectus or any amendment or
supplement thereto, any untrue statement or alleged untrue statement of a
material fact or omission or alleged omission to state in such document a
material fact required to be stated therein or necessary to make the statements
therein in the light of the circumstances under which they were made, not
misleading; provided, however, that nothing in this Section 3.1 shall protect
the Indemnitee against any liability to the Trust or its Beneficial Owners that
the Indemnitee would otherwise be subject to (i) by reason of willful
malfeasance, bad faith, or gross negligence in the performance of its duties,
(ii) by reason of the Indemnitee's reckless disregard of its obligations and
duties under this Agreement, or (iii) where such liability arises out of or is
based upon any untrue statement or omission or alleged untrue statement or
omission in the Trust's Registration Statement or Prospectus that was made in
reliance upon and in conformity with written information furnished by the
Distributor to the Trust and the Sponsor; and provided, further, that the Trust
will not be liable in any such case to the Indemnitee with respect to any untrue
statement or omission or alleged untrue statement or omission made in the
Registration Statement or the Prospectus that is subsequently corrected in such
document (or an amendment thereof or supplement thereto), if a copy of the
Prospectus (or such amendment thereof or supplement thereto) was not sent or
given to the person asserting any such claim, demand, liability or expense at or
before the written confirmation of the sale 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 written
confirmation of sale. The Sponsor's obligation to indemnify the Indemnitee is
expressly conditioned upon the Indemnitee's notification of the Sponsor of the
commencement of any action against the Indemnitee, which notification shall be
given by letter or by facsimile transmission addressed to the Sponsor at its
principal offices in Washington, D.C., and sent to the Sponsor by the person
against whom such action is brought within ten days after the summons or other
first legal process shall have been served. The Indemnitee's failure to so
notify the Sponsor shall not relieve the Sponsor of any liability which it may
have to the Indemnitee by reason of any such alleged untrue statement or
omission or alleged untrue statement or omission independent of this
indemnification. The Sponsor will be entitled to assume the defense of any suit
brought to enforce any such claim, demand or liability and to retain legal
counsel of good standing chosen by the Sponsor and approved by the Indemnitee
(such approval not to be unreasonably withheld). If the Sponsor elects to assume
the defense of any such suit and retain counsel approved by the
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Indemnitee, the defendant or defendants in such suit shall bear the fees and
expenses of any additional counsel retained by any of them. In the event the
Sponsor does not elect to assume the defense of any such suit and retain counsel
of good standing approved by the Indemnitee or the Indemnitee does not approve
of the counsel chosen by the Sponsor (such approval not to be unreasonably
withheld), the Sponsor shall bear the fees and expenses of any counsel retained
by it. The indemnification agreement contained in this Section 3.1 shall remain
operative and in full force and effect regardless of any investigation made by
or on behalf of the Indemnitee and shall survive the sale of any Creation Units
of Shares made pursuant to purchase orders obtained by the Indemnitee. This
indemnification will inure exclusively to the benefit of the Indemnitee and its
successors, assigns and estate. The Trust and the Sponsor shall promptly notify
the Indemnitee of the commencement of any litigation or proceeding against the
Trust or the Sponsor in connection with the issue and sale of any Creation Units
of Shares.
3.2 Indemnification of the Sponsor. The Distributor agrees to
indemnify, defend, and hold the Sponsor, its several officers and directors and
any person who controls the Sponsor within the meaning of Section 15 of the 1933
Act (for purposes of this Section 3.2, the Sponsor, its officers and directors,
if any, and its controlling persons are collectively referred to as the "Sponsor
Affiliates"), free and harmless from and against any and all claims, demands,
liabilities, and expenses (including costs reasonably incurred in investigating
or defending such claims, demands or liabilities and any counsel fees reasonably
incurred in connection therewith) which the Sponsor Affiliates may incur under
the 1933 Act or under common law or otherwise, but only to the extent that such
liability or expense shall arise out of or be based upon (i) any untrue
statement or alleged untrue statement of a material fact contained in
information furnished by the Distributor to the Sponsor for use in the
Registration Statement or Prospectus in effect from time to time under the 1933
Act, or (ii) any omission or alleged omission, on the part of the Distributor,
to state a material fact in connection with such information required to be
stated in the Registration Statement or Prospectus or necessary to make such
information not misleading, it being understood that the Sponsor will rely upon
the information provided by the Distributor for use in the preparation of the
Registration Statement and the Prospectus, or (iii) any alleged act or omission
on the Distributor's part as the Trust's agent that has not been expressly
authorized by the Sponsor in writing.
The Distributor's obligation to indemnify the Sponsor Affiliates is
expressly conditioned upon the Distributor being notified of the commencement of
any action brought against the Sponsor Affiliates, which notification shall be
given by letter or facsimile transmission addressed to the Distributor at its
principal offices in Denver, Colorado, and sent to the Distributor by the person
against whom such action is brought within ten days after the summons or other
first legal process shall have been served. The Sponsor Affiliates' failure to
notify the Distributor of the commencement of any such action shall not relieve
the Distributor from any liability which it may have to the Sponsor Affiliates
by reason of any such untrue statement or omission or alleged untrue statement
or omission on the part of the Distributor independent of this indemnification.
The Distributor will be entitled to assume the defense of any suit brought to
enforce any such claim, demand or liability and to retain legal counsel of good
standing chosen by the Distributor and approved by the Sponsor Affiliates (such
approval not to be unreasonably withheld). If the Distributor elects to assume
the defense of any such suit and retain counsel approved by the Sponsor
Affiliates, the defendant or defendants in such suit shall
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bear the fees and expenses of any additional counsel retained by any of them. In
the event the Distributor does not elect to assume the defense of any such suit
and retain counsel of good standing approved by the Sponsor Affiliates or the
Sponsor Affiliates do not approve of the counsel chosen by the Distributor (such
approval not to be unreasonably withheld), the Sponsor Affiliates shall bear the
fees and expenses of any counsel retained by it. The indemnification agreement
contained in this Section 3.2 shall remain operative and in full force and
effect regardless of any investigation made by or on behalf of the Sponsor
Affiliates and shall survive the sale of any Creation Units of Shares made
pursuant to purchase orders obtained by the Distributor. This indemnification
will inure exclusively to the benefit of the Sponsor Affiliates and its
successors, assigns and estate. The Distributor shall promptly notify the
Sponsor Affiliates of the commencement of any litigation or proceeding against
the Distributor in connection with the issue and sale of any Creation Units of
Shares.
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SECTION 4
DURATION, TERMINATION, AND AMENDMENT
4.1 Duration. This Agreement shall become effective on November 8,
2002 and continue, unless terminated as provided in Section 4.2 or until the
termination of the Trust.
4.2 Termination. This Agreement may be terminated at any time,
without penalty, upon 60 days' prior written notice to the other party by the
Trust and the Sponsor, or by the Distributor.
4.3 Assignment. This Agreement shall automatically terminate in the
event of its "assignment." As used in this Agreement, the term "assignment"
shall have the meaning such term has in the 1940 Act.
4.4 Amendment. This Agreement may be amended by mutual consent,
provided that no provision of this Agreement may be changed, waived, discharged
or terminated except by an instrument in writing signed by the party against
which enforcement of the change, waiver, discharge or termination is sought.
SECTION 5
NOTICE
5.1 Notification of Parties. Any notice or other communication
required or permitted to be given pursuant to this Agreement shall be deemed
duly given if addressed and delivered, or mailed by registered mail, postage
prepaid, to (1) ALPS Distributors, Inc., at 0000 Xxxxxxxx, Xxxxx 0000, Xxxxxx,
XX 00000, Attention: General Counsel and (2) Nasdaq Financial Products Services,
Inc., 0000 Xxx Xxxx Xxxxxx, Xxxxxxxxx, XX 00000. Attn: Xxxx X. Xxxxxx, Chief
Executive Officer.
SECTION 6
MISCELLANEOUS
6.1 Choice of Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York.
6.2 Captions. The caption in this Agreement are included for
convenience only and in no way define or limit any of the provisions hereof or
otherwise affect their construction.
6.3 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.
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6.4 Insurance. The Distributor will maintain at its expense an
errors and omissions insurance policy which covers services by the Distributor
hereunder.
6.5 Force Majeure. In the event a party is hereto 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 to any other party for any damages resulting from such failure to perform
or otherwise from such causes.
6.6 Counterparts. This Agreement may be executed in counterparts,
each of which shall be an original and all of which shall constitute but one and
the same instrument.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the day and year first written above.
BLDRS Index Funds Trust
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
The Bank of New York,
on behalf of the Trust
Nasdaq Financial Products Services, Inc.
By: /s/ Xxxx X. Xxxxxx
---------------------------
Name: Xxxx X. Xxxxxx
Title: Chief Executive Officer
ALPS Distributors, Inc.
By: /s/ Xxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chief Executive Officer
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EXHIBIT A
BLDRS Asia 50 ADR Index Fund
BLDRS Developed Markets 100 ADR Index Fund
BLDRS Emerging Markets 50 ADR Index Fund
BLDRS Europe 100 ADR Index Fund
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EXHIBIT B
[Registration Statement and Prospectus]
[To Come]
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