XXX. 0X-0
XXXXXXX FUND, INC.
- AUTHORIZED PARTICIPANT AGREEMENT
This Authorized Participant Agreement (the "Agreement") is entered into by
and between FUNDS DISTRIBUTOR, INC. (the "Distributor"), and Merrill, Lynch,
Xxxxxx, Xxxxxx & Xxxxx, Incorporated (the "Participant"). The Distributor and
the Participant acknowledge and agree that Foreign Fund, Inc. (the "Fund"), BZW
Barclays Global Fund Advisors as Adviser, Xxxxxx Xxxxxxx Trust Company as
Custodian and Lending Agent, PFPC Inc. as Administrator and Accounting Agent,
and PNC Bank, N.A. as Transfer Agent shall be third party beneficiaries of this
Agreement, and shall receive the benefits contemplated by this agreement, to the
extent specified herein. The Distributor has been retained to provide services
as principal underwriter of the Fund acting on an agency basis in connection
with the sale and distribution of shares of common stock, par value $.001 per
share (sometimes referred to as "World Equity Benchmark Shares-TM-" or
"WEBS-TM-"), of the Index Series of the Fund (each, an "Index Series") named on
Annex I hereto. As specified in the Fund's prospectus, including the statement
of additional information incorporated therein (the "Prospectus") included as
part of its registration statement, as amended, on Form N-1A (No. 33-97598), the
WEBS of any Index Series offered thereby may be purchased or redeemed only in
aggregations of a specified number of WEBS referred to therein and herein as a
"Creation Unit". The number of WEBS presently constituting a Creation Unit of
each Index Series is set forth in Annex I. Creation Units of WEBS may be
purchased only by or through a Participant that has entered into an Authorized
Participant Agreement with the Fund and the Distributor.
The Prospectus provides that Creation Units generally will be sold in
exchange for an in-kind deposit of a designated portfolio of equity securities
(the "Deposit Securities") and an amount of cash computed as described in the
Prospectus (the "Cash Component"), plus a purchase transaction fee as described
in the Prospectus, delivered to the Fund by the Participant for its own account
or acting on behalf of another party. Together, the Deposit Securities and the
Cash Component constitute the "Portfolio Deposit", which represents the minimum
initial and subsequent investment amount for WEBS of any Index Series of the
Fund. References to the Prospectus are to the then current Prospectus as it may
be supplemented or amended from time to time. Capitalized terms not otherwise
defined herein are used herein as defined in the Prospectus.
This Agreement is intended to set forth certain premises and the procedures
by which the Participant may purchase and/or redeem Creation Units of WEBS
through the facilities of The Depository Trust Company ("DTC"). The procedures
for processing an order to purchase WEBS (each a "Purchase Order") and an order
to redeem WEBS (each a "Redemption Order") are described in the Fund's
Prospectus and in Annex II to this agreement. All Purchase Orders must be in
writing in the form of Purchase Order
approved by the Fund (see Annex III hereto). All Redemption Orders must be in
writing in the form of Redemption Order approved by the Fund (see Annex IV
hereto). All Purchase Orders and Redemption Orders are irrevocable. The
Participant may place Purchase Orders or Redemption Orders for Creation Units of
WEBS subject to the procedures for purchase and redemption referred to in
paragraph 2 of this Agreement.
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 with respect to Purchase Orders or Redemption Orders of
Creation Units of WEBS of any Index Series, it is a DTC participant. Any change
in the foregoing status of the Participant shall terminate this Agreement and
the Participant shall give prompt written notice to the Distributor and the Fund
of such change.
The Participant hereby represents and warrants that unless the following
paragraph is applicable to it, it is registered as a broker-dealer under the
Securities Exchange Act of 1934, as amended, is qualified to act as a broker or
dealer in the states or other jurisdictions where it transacts business, and is
a member in good standing of the National Association of Securities Dealers,
Inc. (the "NASD"), and the Participant agrees that it will maintain such
registrations, qualifications, and membership in good standing and in full force
and effect throughout the term of this Agreement. The Participant agrees to
comply with all applicable Federal laws, the laws of the states or other
jurisdictions concerned, and the rules and regulations promulgated thereunder
and with the Constitution, By-Laws and Rules of Fair Practice of the NASD, and
that it will not offer or sell WEBS of any Index Series of the Fund in any state
or jurisdiction where they may not lawfully be offered and/or sold.
If the Participant is offering and selling WEBS of any Index Series of the
Fund in jurisdictions outside the several states, territories, and possessions
of the United States and is not otherwise required to be registered, qualified,
or a member of the NASD as set forth above, the Participant nevertheless agrees
to observe the applicable laws of the jurisdiction in which such offer and/or
sale is made, to comply with the full disclosure requirements of the Securities
Act of 1933, as amended (the "1933 Act") and the regulations promulgated
thereunder and to conduct its business in accordance with the spirit of the
Rules of Fair Practice of the NASD.
The Participant understands and acknowledges that the proposed method by
which Creation Units of WEBS will be created and traded may raise certain issues
under applicable securities laws. For example, because new Creation Units of
WEBS may be issued and sold by the Fund on an ongoing basis, at any point a
"distribution", as such term is used in the 1933 Act, may occur. The
Participant understands and acknowledges that some activities on its part may,
depending on the circumstances, result in its being deemed a participant in a
distribution in a manner which could render it a statutory underwriter and
subject it to the prospectus delivery and liability provisions of the 1933
I-2
Act. The Participant also understands and acknowledges that dealers who are not
"underwriters" but are effecting transactions in WEBS, whether or not
participating in the distribution of WEBS, are generally required to deliver a
prospectus.
2. EXECUTION OF PURCHASE ORDERS AND REDEMPTION ORDERS.
All Purchase Orders or Redemption Orders shall be handled in accordance with the
terms of the Prospectus and the procedures described in Annex II to this
Agreement and shall require the timely execution and delivery of an appropriate
Purchase Order or Redemption Order, as the case may be, substantially in the
forms set forth in Annexes III and IV hereto, respectively. Each party hereto
agrees to comply with the provisions of such documents to the extent applicable
to it. It is contemplated that the phone lines used by the WEBS telephone
representatives will be recorded, and the Participant hereby consents to the
recording of all calls with the WEBS telephone representatives. The Fund
reserves the right to issue additional or other procedures relating to the
manner of purchasing or redeeming Creation Units and the Participant agrees to
comply with such procedures as may be issued from time to time. The Participant
acknowledges and agrees on behalf of itself and any party for which it is acting
(whether as a customer or otherwise) that delivery of a Purchase Order or
Redemption Order shall be irrevocable, provided that the Fund and the
Distributor on behalf of the Fund reserves the right to reject any Purchase
Order until acceptance and any Redemption Order that is not in "proper form" as
defined in the Prospectus.
With respect to any Redemption Order, the Participant also acknowledges and
agrees on behalf of itself and any party for which it is acting (whether as a
customer or otherwise) to return to the Fund any dividend, distribution or other
corporate action paid to it or to the party for which it is acting in respect of
any Deposit Security that is transferred to the Participant or any party for
which it is acting that, based on the valuation of such Deposit Security at the
time of transfer, should have been paid to the Index Series. With respect to
any Redemption Order, the Participant also acknowledges and agrees on behalf of
itself and any party for which it is acting (whether as a customer or otherwise)
that the Fund is entitled to reduce the amount of money or other proceeds due to
the Participant or any party for which it is acting by an amount equal to any
dividend, distribution or other corporate action to be paid to it or to the
party for which it is acting in respect of any Deposit Security that is
transferred to the Participant or any party for which it is acting that, based
on the valuation of such Deposit Security at the time of transfer, should be
paid to the Index Series. With respect to any Purchase Order, the Fund
acknowledges and agrees to return to the Participant or any party for which it
is acting any dividend, distribution or other corporate action paid to the Fund
in respect of any Deposit Security that is transferred to the Fund that, based
on the valuation of such Deposit Security at the time of transfer, should have
been paid to the Participant or any party for which it is acting.
3. MARKETING MATERIALS AND REPRESENTATIONS. The Participant represents,
warrants and agrees that it will not make any representations concerning WEBS
other than those contained in the Fund's then current Prospectus or in any
I-3
promotional materials or sales literature furnished to the Participant by the
Distributor. The Participant agrees not to furnish or cause to be furnished to
any person or display or publish any information or materials relating to WEBS
(including, without limitation, promotional materials and sales literature,
advertisements, press releases, announcements, statements, posters, signs or
other similar materials), except such information and materials as may be
furnished to the Participant by the Distributor, and such other information and
materials as may be approved in writing by the Distributor. The Participant
understands that the Fund will not be advertised or marketed as an open-end
investment company, i.e., as a mutual fund, which offers redeemable securities,
and that any advertising materials will prominently disclose that the WEBS are
not redeemable units of beneficial interest in the Fund. In addition, the
Participant understands that any advertising material that addresses redemptions
of WEBS, including the Fund's Prospectus, will disclose that the owners of WEBS
may acquire WEBS and tender WEBS for redemption to the Fund in Creation Unit
aggregations only. Not withstanding the foregoing, the Participant may without
the written approval of the Distributor prepare and circulate in the regular
course of its business research reports that include information, opinions or
recommendations relating to WEBS (i) for public dissemination, provided that
such research are not used for purposes of marketing WEBS and (ii) for internal
use by the Participant.
4. SUBCUSTODIAN ACCOUNT. The Participant understands and agrees that in
the case of each Index Series, the Fund has caused the Fund custodian
("Custodian") to maintain with the applicable subcustodian for such Index Series
an account in the relevant foreign jurisdiction to which the Participant shall
deliver or cause to be delivered in connection with the purchase of a Creation
Unit the securities and any other redemption proceeds (or the cash value of all
or a part of such securities, in the case of a permitted or required cash
purchase or "cash in lieu" amount) on behalf of itself or any party for which it
is acting (whether or not a customer), with any appropriate adjustments as
advised by the Fund, in accordance with the terms and conditions applicable to
such account in such jurisdiction.
5. TITLE TO SECURITIES; RESTRICTED SHARES. The Participant represents on
behalf of itself and any party for which it acts that upon delivery of a
portfolio of Deposit Securities to the Custodian and/or the relevant
subcustodian in accordance with the terms of the Prospectus, the Fund will
acquire good and unencumbered title to such securities, free and clear of all
liens, restrictions, charges and encumbrances and not subject to any adverse
claims, including, without limitation, any restriction upon the sale or transfer
of such securities imposed by (i) any agreement or arrangement entered into by
the Participant or any party for which it is acting in connection with a
Purchase Order or (ii) any provision of the 1933 Act, and any regulations
thereunder (except that portfolio securities of issuers other than U.S. issuers
shall not be required to have been registered under the 1933 Act if exempt from
such registration), or of the applicable laws or regulations of any other
applicable jurisdiction and (iii) no such securities are "restricted securities"
as such term is used in Rule 144(a)(3)(i) promulgated under the 1933 Act.
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6. CASH COMPONENT AND FEES. The Participant hereby agrees that as between
the Fund and itself or any party for which it acts in connection with a Purchase
Order, it will make available in same day funds for each purchase of WEBS an
amount of cash sufficient to pay the Cash Component and any other amounts of
cash due to the Fund in connection with the purchase of any Creation Unit of
WEBS (including the purchase transaction fee for in-kind and cash purchases and
the additional variable charge for cash purchases (when, in the sole discretion
of the Fund, cash purchases are available or specified)) (the "Cash Amount"),
which shall be made to an account maintained by the Custodian at Chemical Bank,
New York, providing payment on or before the Contractual Settlement Date (as
defined in Annex II) in same day or immediately available funds. The
Participant hereby agrees to ensure that the Cash Amount will be received by the
Fund on or before the Contractual Settlement Date, and in the event payment of
such Cash Amount has not been made by such Contractual Settlement Date, the
Participant agrees on behalf of itself or any party for which it acts in
connection with a Purchase Order to pay the full cash amount, plus interest.
The Participant may require its customer to enter into an agreement with the
Participant with respect to such matters. The Participant shall be liable to
the Distributor for any amounts advanced by the Distributor in its sole
discretion to the Participant for payment of the amounts due and owing for the
Cash Component, the purchase transaction fee and/or the additional variable
charge for cash purchases (when, in the sole discretion of the Fund, cash
purchases are available or specified).
7. ROLE OF PARTICIPANT.
(a) The Participant acknowledges and agrees that for all purposes of this
Agreement, the Participant will be deemed to be an independent contractor, and
will have no authority to act as agent for the Fund or the Distributor in any
matter or in any respect. The Participant agrees to make itself and its
employees available, upon request, during normal business hours to consult with
the Fund or the Distributor or their designees concerning the performance of the
Participant's responsibilities under this Agreement.
(b) In executing this Agreement, the Participant agrees in connection with
any purchase or redemption transactions in which it acts for a customer or for
any other DTC Participant or indirect participant, or any other Beneficial
Owner, that it shall extend to any such party all of the rights, and shall be
bound by all of the obligations, of a DTC Participant in addition to any
obligations that it undertakes hereunder or in accordance with the Prospectus.
(c) The Participant agrees to maintain records of all sales of WEBS made
by or through it and to furnish copies of such records to the Fund or the
Distributor upon the request of the Fund or the Distributor.
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8. AUTHORIZED PERSONS. Concurrently with the execution of this Agreement
and from time to time thereafter, the Participant shall deliver to the
Distributor and the Fund, with copies to the Custodian and the Transfer Agent
(referred to below) duly certified as appropriate by its Secretary or other duly
authorized official, a certificate in a form approved by the Fund (see Annex V
hereto) setting forth the names and signatures of all persons authorized to give
instructions relating to any 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 Fund 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 Fund of a superseding certificate in a form approved by the Fund 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. The PIN Number shall be kept
confidential and only provided to Authorized Persons. 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 Fund and such notice shall be effective upon receipt by both the
Distributor and the Fund.
9. REDEMPTION. The Participant understands and agrees that Redemption
Orders may be submitted only on days that the American Stock Exchange, Inc. (the
"AMEX") is open for trading.
(a) The Participant represents and warrants that it will not obtain a
Redemption Order Number (as defined in Annex II) from the Fund for the purpose
of redeeming any Creation Unit of WEBS of any Index Series unless it first
ascertains that it or its customer, as the case may be, owns outright or has
full legal authority and legal and beneficial right to tender for redemption the
requisite number of WEBS of the relevant Index Series to be redeemed and to the
entire proceeds of the redemption and that such WEBS have not been loaned or
pledged to another party and are not the subject of a repurchase agreement,
securities lending agreement or any other arrangement that would preclude the
delivery of such WEBS to the Transfer Agent in accordance with the Prospectus or
as otherwise required by the Fund. The Participant understands that WEBS of any
Index Series may be redeemed only when one or more Creation Units of WEBS of a
Beneficial Owner are held in the account of a single Participant.
(b) In order to provide for the delivery of Deposit Securities and any
other redemption proceeds upon redemption of WEBS in Creation Units, the
Participant agrees for itself and on behalf of any Beneficial Owner for which it
is acting, to provide to the Distributor and the Fund on a form approved by the
Fund (see Annex VI hereto), with copies to the Custodian and the Transfer Agent
(referred to below), written instructions (the "Standing Redemption
Instructions") for delivery of Deposit Securities and other redemption proceeds
in the applicable jurisdiction(s) for each Index Series with respect to which
the Participant wishes to be authorized to submit a Redemption Order
I-6
to redeem Creation Units of WEBS. A Participant is authorized to submit a
Redemption Order only with respect to Creation Units of WEBS of an Index Series
for which Standing Redemption Instructions have been received by the Fund and
the Distributor. The Standing Redemption Instructions shall include information
(including the applicable account name, account number and any other reference
number) identifying the account(s) into which the Deposit Securities and any
other redemption proceeds should be delivered pursuant to a Redemption Order.
The Participant may designate in its Standing Redemption Instructions a U.S.
dollar account into which the U.S. dollar denominated cash portion of the
redemption proceeds, if any, should be delivered pursuant to a Redemption Order.
An Authorized Person of the Participant may amend the Standing Redemption
Instructions from time to time before or concurrently with submission of a
Redemption Order in writing to the Distributor and the Fund in a form approved
by the Fund (see Annex VI hereto), with copies to the Custodian and the Transfer
Agent. A Redemption Order may include alternative delivery instructions
("Alternative Delivery Instructions") which supersede and replace the
Participant's Standing Redemption Instructions only with respect to the
Redemption Order to which such Alternative Delivery Instructions are attached.
Alternative Delivery Instructions do not constitute an amendment to the
Participant's Standing Redemption Instructions, and Alternative Delivery
Instructions must accompany a Redemption Order and be in a form approved by the
Fund (see Annex IV hereto). The Participant understands and agrees that the
Distributor will instruct the Custodian or subcustodian to deliver, and the
Custodian or subcustodian will deliver, Deposit Securities and any other
redemption proceeds into the account(s) identified in the Standing Redemption
Instructions or the Alternative Delivery Instructions, as the case may be. If
neither the redeeming Beneficial Owner, nor the Participant acting on behalf of
such redeeming Beneficial Owner, has appropriate arrangements satisfactory to
the Fund to take delivery of the Deposit Securities in the applicable foreign
jurisdiction, and it is not possible to make other such arrangements (to which
situation the Participant shall reasonably agree), or if it is not possible to
effect deliveries of Deposit Securities in such jurisdiction, the Participant
understands and agrees that the Fund may, in its sole 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, less the redemption
transaction fee for in-kind and cash redemptions and the additional variable
charge for cash redemptions.
(c) In the case of a resident Australian holder, notwithstanding the
foregoing, such holder is only entitled to receive cash upon its redemption of
Creation Units of WEBS. In the Redemption Order the Participant will be
required to confirm that an in-kind redemption request has not been submitted on
behalf of a beneficial owner who is an Australian resident.
10. BENEFICIAL OWNERSHIP. The Participant represents and warrants to the
Distributor and the Fund that (based upon the number of outstanding WEBS of such
Index Series made publicly available by the Fund) it does not, and will not in
the future, hold for the account of any single Beneficial Owner of WEBS of the
relevant Index Series 80 percent or more of the currently outstanding WEBS of
such relevant Index
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Series, so as to cause the Fund to have a basis in the portfolio securities
deposited with the Fund with respect to such Index Series different from the
market value of such portfolio securities on the date of such deposit, pursuant
to section 351 of the Internal Revenue Code of 1986, as amended. The
Participant agrees that the confirmation relating to any order for one or more
Creation Units of WEBS of an Index Series shall state as follows: "Purchaser
represents and warrants that, after giving effect to the purchase of WEBS to
which this confirmation relates, it will not hold 80 percent or more of the
outstanding WEBS of the relevant Index Series of Foreign Fund, Inc. and that it
will not treat such purchase as eligible for tax-free treatment under Section
351 of the Internal Revenue Code of 1986, as amended. If purchaser is a dealer,
it agrees to deliver similar written confirmations to any person purchasing any
of the WEBS to which this confirmation relates from it." The Fund, and its
Transfer Agent and Distributor, shall have the right to require information from
the Participant regarding WEBS ownership of each Index Series and to rely
thereon to the extent necessary to make a determination regarding ownership of
80 percent or more of the currently outstanding WEBS of any Index Series by a
Beneficial Owner as a condition to the acceptance of a deposit of Deposit
Securities.
11. INDEMNIFICATION.
11. (a) INDEMNIFICATION OF INDEMNIFIED PARTIES - The Participant hereby
agrees to indemnify and hold harmless the Distributor, the Fund, BZW Barclays
Global Fund Advisors as Adviser, Xxxxxx Xxxxxxx Trust Company as Custodian and
Lending Agent, PFPC Inc. as Administrator and Accounting Agent, and PNC Bank,
N.A. as Transfer Agent, their respective subsidiaries, affiliates, directors,
officers, employees and agents, and each person, if any, who controls such
persons within the meaning of Section 15 of the 1933 Act (each an "Indemnified
Party") from and against any loss, liability, cost and expense (including
attorneys' fees) incurred by such Indemnified Party as a result of any actions
of such Indemnified Party in reliance upon any instructions issued in accordance
with Annexes II, III, IV, V and VI (as each may be amended from time to time)
reasonably believed by the Distributor and/or the Fund to be genuine and to have
been given by the Participant. The Participant and the Distributor understand
and agree that the Fund as a third party beneficiary to this Agreement is
entitled and intends to proceed directly against the Participant in the event
that the Participant fails to honor any obligations pursuant to this Agreement
that benefit the Fund.
The Participant agrees to indemnify and hold harmless each Indemnified Party
against any loss, liability, claim, damage and expense whatsoever, as incurred,
arising out of any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement (or any amendment thereto), or the
omission or alleged omission therefrom of a material fact required to be stated
therein or necessary to make the statements therein not misleading or arising
out of any untrue statement or alleged untrue statement of a material fact
contained in any preliminary prospectus or the Prospectus (or any amendment or
supplement thereto), or the omission or alleged omission therefrom of a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, but only with respect
to such untrue statements or omissions or alleged untrue
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statements or omissions in reliance upon and in conformity with written
information furnished to the Indemnified Parties expressly for use in the
Registration Statement (or any amendment or supplement thereto). THE
DISTRIBUTOR SHALL NOT BE LIABLE TO THE PARTICIPANT FOR ANY DAMAGES ARISING OUT
OF MISTAKES OR ERRORS IN DATA PROVIDED TO THE DISTRIBUTOR, OR ARISING OUT OF
INTERRUPTIONS OR DELAYS OF COMMUNICATIONS WITH THE INDEMNIFIED PARTIES WHO ARE
SERVICE PROVIDERS TO THE FUND. This subparagraph 11(a) shall survive the
termination of this Agreement.
(b) INDEMNIFICATION OF PARTICIPANT - The Distributor hereby agrees to
indemnify and hold harmless the Participant to the extent and in the manner set
forth in clauses (i), (ii) and (iii) below:
(i) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement (or any
amendment thereto) or the omission or alleged omission therefrom of a material
fact required to be stated therein or necessary to make the statements therein
not misleading or arising out of any untrue statement or alleged untrue
statement of a material fact contained in any preliminary prospectus or the
Prospectus (or any amendment or supplement thereto), or the omission or alleged
omission therefrom of a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading;
(ii) against any or all loss, liability, claim damage and expense
whatsoever, as incurred, to the extent of the aggregated amount paid in
settlement of any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim whatsoever
based upon any such untrue statement or omission, or any such alleged untrue
statement or omission;
(iii) against any and all expense whatsoever, as incurred (including the
fees and disbursements of counsel chosen by Participant), reasonably incurred in
investigating, preparing or defending against any litigation, or any
investigation or proceeding by any government agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission to the extent that
any such expense is not paid under (i) or (ii) above. This subparagraph 11(b)
shall survive the termination of this Agreement.
12. INFORMATION ABOUT PORTFOLIO DEPOSITS. The Participant understands
that the number and names of the designated portfolio of Deposit Securities to
be included in the current Portfolio Deposit for each Index Series will be made
available by the Distributor as such information is supplied to the Distributor
by the Adviser each day that the AMEX is open for trading and will also be made
available on each such day through the facilities of the National Securities
Clearing Corporation.
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13. ACKNOWLEDGMENT. The Participant acknowledges receipt of the
Prospectus and represents it has reviewed such documents and understands the
terms thereof.
14. 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). Unless otherwise notified in
writing, all notices to the Fund shall be at the address or telephone, facsimile
or telex numbers indicated below the Fund's signature line, Attn.: Vice
President, Operations, with a copy to Xxxxxx Xxxxxxx Trust Company, Xxx
Xxxxxxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx 00000, Attn: WEBS.
All notices to the Participant and the Distributor shall be directed to the
address or telephone, facsimile or telex numbers indicated below the signature
line of such party.
15. INITIAL CREATION BY PARTICIPANT. The Participant agrees that as
promptly after the date of this Agreement as is practicable, it will purchase at
least one Creation Unit of each Index Series of the Fund.
16. TERMINATION AND AMENDMENT. This Agreement shall become effective in
this form as of the date executed by the Fund and may be terminated at any time
by any party upon sixty days prior written notice to the other parties and may
be terminated earlier by the Fund at any time in the event of a breach by the
Participant of any provision of this Agreement or the procedures described or
incorporated herein. This Agreement supersedes any prior such agreement between
or among the parties. This Agreement may be amended by the Fund from time to
time without the consent of any Beneficial Owner by the following procedure.
The Fund will mail a copy of the amendment to the Distributor and the
Participant. If neither the Distributor nor the Participant objects in writing
to the amendment within five days after its receipt, the amendment will become
part of this Agreement in accordance with its terms.
17. GOVERNING LAW. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of New York.
The parties irrevocably submit to the non-exclusive jurisdiction of any New
York State or United States Federal court sitting in New York City over any
suit, action or proceeding arising out of or relating to this Agreement.
18. COUNTERPARTS. This Agreement may be executed in several 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 and delivered as of the day and year written below.
FUNDS DISTRIBUTOR, INC.
BY: [signed Xxxxx X. Xxxxxxxx]
-----------------------------------------
TITLE: [President and CEO]
ADDRESS: [60 Xxxxx Xxxxxx, Xxxxx 0000]
[Xxxxxx, XX 00000]
Date: [5/24] , 199[6]
TELEPHONE: [000-000-0000]
FACSIMILE:
PARTICIPANT
BY: [signed, Xxxxxx Xxxxx]
-----------------------------------------
TITLE: [Managing Director]
ADDRESS: [Xxxxxxx Xxxxx]
[250 Xxxxx Street, New York 10281-1305]
Date: [5/24] , 199[6]
TELEPHONE: [000-000-0000]
FACSIMILE: [000-000-0000]
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ANNEX I
FOREIGN FUND, INC.
INDEX SERIES AND WEBS PER CREATION UNIT
Index WEBS per
Series Creation Unit
------ -------------
The 200,000
Australia
Index
The 100,000
Austria
Index
The 40,000
Belgium
Index
The 100,000
Canada
Index
The 200,000
France
Index
The 300,000
Germany
Index
The 75,000
Hong Kong
Index
The 150,000
Italy
Index
The 600,000
Japan
Index
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The 75,000
Malaysia
Index
The 100,000
Mexico (Free)
Index
The 50,000
Netherlands
Index
The 100,000
Singapore (Free)
Index
The 75,000
Spain
Index
The 75,000
Sweden
Index
The 125,000
Switzerland
Index
The 200,000
United Kingdom
Index
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ANNEX II
FOREIGN FUND, INC.
PROCEDURES FOR PROCESSING
PURCHASE ORDERS AND REDEMPTION ORDERS
This Annex II to the Authorized Participant Agreement supplements the
Prospectus with respect to the procedures to be used in processing a Purchase
Order for the purchase of WEBS in Creation Units of each Index Series and a
Redemption Order for the redemption of WEBS in Creation Units of each Index
Series. Capitalized terms, unless otherwise defined in this Annex II, have the
meanings attributed to them in the Authorized Participant Agreement or the
Prospectus.
A Participant is required to have signed the Authorized Participant
Agreement. Upon acceptance of the Agreement and execution thereof by the Fund
and in connection with the initial Purchase Order submitted by the Participant,
the Distributor will assign a PIN Number to each Authorized Person authorized to
act for a Participant. This will allow a Participant through its Authorized
Person(s) to place a Purchase Order or Redemption Order with respect to the
purchase or redemption of Creation Units of WEBS.
II-1
PART A
TO PLACE AN ORDER FOR PURCHASE OF CREATION UNIT(S) OF WEBS
1. CALL TO GIVE NOTICE OF INTENT TO SUBMIT PURCHASE ORDER AND TO RECEIVE AN
ORDER CONTROL NUMBER. To initiate an order for a Creation Unit of WEBS, the
Participant must give notice to the Distributor of its intent to submit a
Purchase Order to purchase WEBS. Giving notice to the Distributor of an intent
to submit a Purchase Order does not constitute a Purchase Order, which must be
completed subsequently.
An Authorized Person for the Participant must call the WEBS telephone
representative at 800-810-WEBS(9327) not later than the closing time of the
regular trading session on the American Stock Exchange (the "AMEX Closing Time")
ordinarily 4:00 p.m. New York time) to receive a number with respect to its
contemplated Purchase Order (the "Order Control Number"). Each Order Control
Number can be used for ordering multiple Creation Units of a single Index Series
in one Purchase Order. Separate Order Control Numbers are required for ordering
Creation Units of different Index Series. A creation charge will be assessed
with respect to each Order Control 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 WEBS telephone representative will issue the appropriate
unique Order Control Number(s). Incoming telephone calls are queued and will be
handled in the sequence received. Calls placed before the AMEX 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 AMEX CLOSING TIME WILL NOT BE ACCEPTED.
NOTE THAT THE TELEPHONE CALL IN
WHICH THE ORDER CONTROL NUMBER(S) IS/ARE ISSUED INITIATES THE ORDER PROCESS BUT
DOES NOT ALONE CONSTITUTE THE PURCHASE ORDER. A PURCHASE ORDER IS ONLY
COMPLETED AND PROCESSED UPON RECEIPT OF A WRITTEN PURCHASE ORDER CONTAINING THE
DESIGNATED ORDER CONTROL NUMBER(S) AND PIN NUMBER AND TRANSMITTED BY FACSIMILE
OR ELECTRONIC INTERFACE PROVIDED BY THE DISTRIBUTOR TO (000)-000-0000. An Order
Control Number is only valid for the Business Day (as defined in the Prospectus)
on which it is issued.
II-2
2. PLACE THE PURCHASE ORDER. All orders with respect to the creation of
Creation Units of WEBS of any Index Series are required to be in writing in the
form of Purchase Order approved by the Fund (see Annex III hereto) and
accompanied by the designated Order Control Number. One Order Control Number
may be used in a Purchase Order for multiple Creation Units of a single Index
Series. Separate Order Control Numbers are required for each Index Series from
which the Participant wishes to purchase WEBS. All Purchase Orders for Creation
Units of WEBS are irrevocable. The Purchase Order for creation of Creation
Units of WEBS must be sent by facsimile or Electronic Interface provided by the
Distributor and must be received by the WEBS telephone representative prior to
the AMEX Closing Time.
The Fund acknowledges its agreement to return to the Participant or any party
for which it is acting any dividend, distribution or other corporate action paid
to the Fund in respect of any Deposit Security that is transferred to the Fund
that, based on the valuation of such Deposit Security at the time of transfer,
should have been paid to the Participant or any party for which it is acting.
3. AWAIT RECEIPT OF CONFIRMATION. Subject to the conditions that (i) a
properly completed irrevocable Purchase Order has been submitted by the
Participant (either on its own or another investor's behalf) not later than the
AMEX Closing Time, and (ii) arrangements satisfactory to the Fund are in place
for payment of the Cash Component and any other cash amounts which may be due,
the Distributor will accept the Purchase Order on behalf of the Fund and the
Distributor will inform the Participant that its Purchase Order has been
accepted by 6:00 p.m. New York time on the Business Day the Purchase Order is
received. In the event that the Participant does not receive a timely
confirmation from the Distributor, the Participant should contact the WEBS
telephone representative at the telephone number indicated.
4. AMBIGUOUS INSTRUCTIONS. In the event that a Purchase Order contains
ambiguous instructions or terms that differ from the information provided in the
telephone call at the time of issuance of the Order Control Number(s), the WEBS
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 Purchase Order then the order will be processed. If
an Authorized Person contradicts its terms, the Purchase Order will be deemed
invalid and a corrected Purchase Order must be received by the WEBS telephone
representative not later than the AMEX Closing Time. If the WEBS telephone
representative is not able to contact an Authorized Person, then the Purchase
Order shall be accepted and processed in accordance with its terms
notwithstanding any inconsistency with the telephone information. In the event
that a Purchase Order contains terms that are illegible, the Purchase Order will
be deemed invalid and the WEBS telephone representative will attempt to contact
the Participant to request retransmission of the Purchase Order. A corrected
Purchase Order must be received by the WEBS telephone representative not later
than the AMEX Closing Time.
II-3
5. PROCESSING A PURCHASE ORDER. The Distributor reserves the right to
suspend a Purchase Order in the event that its acceptance would appear to result
in the Participant or a Beneficial Owner owning 80 percent or more of all
outstanding WEBS of an Index Series. In such event, the WEBS 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 or more of all outstanding WEBS of a given Index
Series upon execution of the Purchase Order. In the event that (i) the WEBS
telephone representative is unable to contact an Authorized Person or (ii) the
Participant fails to transmit an identical Purchase Order confirming the
representation and warranty as to such fact, then the Purchase Order shall be
deemed invalid.
The Fund and/or the Distributor also reserve the absolute right to reject
or suspend a Purchase Order if (i) the portfolio of Deposit Securities delivered
is not as specified by the Distributor; (ii) acceptance of the Deposit
Securities would have certain adverse tax consequences to the Index Series;
(iii) the acceptance of the Portfolio Deposit would, in the opinion of counsel,
be unlawful; (iv) the acceptance of the Portfolio Deposit would otherwise, in
the discretion of the Fund or the Adviser, have an adverse effect on the Fund or
the rights of beneficial owners of WEBS; or (v) in the event that circumstances
outside the control of the Fund, the Distributor and the Adviser make it for all
practical purposes impossible to process purchase orders. The Fund shall notify
the Participant of its rejection of any Purchase Order. The Fund and the
Distributor are under no duty, however, to give notification of any defects or
irregularities in the delivery of Portfolio Deposits nor shall either of them
incur any liability for the failure to give any such notification.
6. CONTRACTUAL SETTLEMENT. Except as provided below, Deposit Securities
must be delivered to an account maintained at the applicable local subcustodian
of the Fund on or before the Contractual Settlement Date (defined below). The
Participant must also make available on or before the Contractual Settlement
Date, by means satisfactory to the Fund, immediately available or same day funds
estimated by the Fund to be sufficient to pay the Cash Component next determined
after acceptance of the Purchase Order, together with the applicable purchase
transaction fee (as described in the Prospectus). Any excess funds will be
returned following settlement of the issue of the Creation Unit of WEBS. The
"Contractual Settlement Date" is the earlier of (i) the date upon which all of
the required Deposit Securities, the Cash Component and any other cash amounts
which may be due are delivered to the Fund and (ii) the last day for settlement
on the customary settlement cycle in the jurisdiction where the securities of
the applicable Index Series are customarily traded.
Except as provided in the next two paragraphs, a Creation Unit of WEBS of
an Index Series will not be issued until the transfer of good title to the Fund
of the portfolio of Deposit Securities and the payment of the Cash Component and
the purchase transaction fee have been completed. When the subcustodian
confirms to the Custodian that the required securities included in the Portfolio
Deposit (or, when permitted in the
II-4
sole discretion of the Fund, the cash value thereof) have been delivered to the
account of the relevant subcustodian, the Custodian shall notify the Distributor
and the Adviser, and the Fund will issue and cause the delivery of the Creation
Unit of WEBS. The Distributor will then transmit a confirmation of acceptance
to the Participant.
The Fund may in its sole discretion 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 for other similar reasons. If the Adviser
notifies the Distributor that a "cash in lieu" amount will be accepted, the
Distributor will notify the Participant and the Participant shall deliver, on
behalf of itself or the party on whose behalf it is acting, the "cash in lieu"
amount, with any appropriate adjustments as advised by the Fund. Any excess
funds will be returned following settlement of the issue of the Creation Unit of
WEBS.
In the event that a Portfolio Deposit is incomplete on the settlement date
or a Creation Unit of WEBS because certain Deposit Securities are missing, the
Fund may, in its sole discretion, issue a Creation Unit of WEBS notwithstanding
such deficiency in reliance on the undertaking of the Participant to deliver the
missing Deposit Securities as soon as possible, which undertaking shall be
secured by such Participant's delivery and maintenance of collateral consisting
of cash or Short-Term Investments (as defined in the Prospectus) having a value
at least equal to 105% of the value of the missing Deposit Securities. The
parties hereto agree that the Fund may purchase the missing Deposit Securities
at any time and the Participant agrees to accept liability for any shortfall
between the cost to the Fund of purchasing such securities and the value of the
collateral, which may be sold by the Fund at such time, and in such manner, as
the Fund may determine in its sole discretion.
7. CASH PURCHASES. When, in the sole discretion of the Fund, cash
purchases of Creation Units of WEBS are available or specified for an Index
Series, such purchases shall be effected in essentially the same manner as
in-kind purchases thereof. In the case of a cash purchase, the Participant must
pay the cash equivalent of the Deposit Securities it would otherwise be required
to provide through an in-kind purchase, plus the same Cash Component required to
be paid by an in-kind purchaser. In addition, to offset the Fund's brokerage
and other transaction costs associated with using the cash to purchase the
requisite Deposit Securities, the Participant must pay a fixed purchase
transaction fee, plus an additional variable charge for cash purchases, which is
expressed as a percentage of the value of the Deposit Securities. The
transaction fees for in-kind and cash purchases of Creation Units of WEBS are
described in the Prospectus.
8. SUBCUSTODIAN ACCOUNTS. Annex VII hereto contains a list of the
subcustodian accounts of the Fund, into which the portfolio securities
constituting the portfolio of Deposit Securities of each Index Series are to be
delivered in connection with a Purchase Order.
II-5
PART B
TO PLACE AN ORDER FOR REDEMPTION OF CREATION UNIT(S) OF WEBS
The Participant understands and agrees that Redemption Orders may
be submitted only on days that the American Stock Exchange, Inc.
(the "AMEX") is open for trading.
1. CALL TO RECEIVE A REDEMPTION ORDER NUMBER AND TO NOTIFY DELIVERY OF
WEBS.
(a) An Authorized Person of the Participant must call the WEBS telephone
representative at 800-810-WEBS(9327) not later than the AMEX Closing Time to
receive a number with respect to the contemplated Redemption Order (a
"Redemption Order Number"). Upon verifying the authenticity of the caller (as
determined by the use of the appropriate PIN Number) and the terms of the
Redemption Order, the WEBS telephone representative will issue a unique
Redemption Order Number. All Redemption Orders must be in the form of
Redemption Order approved by the Fund (see Annex IV hereto) and accompanied by
the designated Redemption Order Number. Incoming telephone calls are queued and
will be handled in the sequence received. Calls placed before the AMEX 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 AMEX CLOSING TIME WILL NOT BE ACCEPTED.
(b) An Authorized Person of the Participant must also inform the WEBS
telephone representative at 800-810-WEBS(9327) prior to delivering the
aggregated WEBS constituting a Creation Unit to notify the Transfer Agent of the
intention to redeem. A Participant planning to deliver WEBS for redemption on
such day should ascertain the deadlines applicable to DTC by contacting the
operations department of the broker or depository institution effectuating such
transfer of securities. These deadlines will vary and are likely to be
significantly earlier than the AMEX Closing Time.
NOTE THAT THE TELEPHONE CALL IN WHICH THE REDEMPTION ORDER NUMBER IS
ISSUED INITIATES THE REDEMPTION ORDER PROCESS BUT DOES NOT ALONE CONSTITUTE THE
REDEMPTION ORDER. A REDEMPTION ORDER IS ONLY COMPLETED AND PROCESSED UPON
RECEIPT OF WRITTEN INSTRUCTIONS CONTAINING THE DESIGNATED REDEMPTION ORDER
NUMBER AND PIN NUMBER AND TRANSMITTED BY FACSIMILE OR ELECTRONIC INTERFACE
PROVIDED BY THE DISTRIBUTOR.
II-6
2. PLACE THE REDEMPTION ORDER. A Redemption Order Number in only valid
for the Business Day on which it is issued. One Redemption Order Number may be
used in a Redemption Order for multiple Creation Units of a single Index Series.
Separate Redemption Order Numbers are required for each Index Series from which
the Participant wishes to redeem WEBS. All Redemption Orders of Creation Units
of WEBS are irrevocable. The Redemption Order for Creation Units of WEBS must
be sent by facsimile or Electronic Interface provided by the Distributor and
must be received by the WEBS telephone representative prior to the AMEX Closing
Time.
In the Redemption Order, the Participant will be required to acknowledge
its agreement on behalf of itself and any party for which it is acting (whether
as a customer or otherwise) to return to the Fund any dividend, distribution or
other corporate action paid to it or to the party for which it is acting in
respect of any Deposit Security that is transferred to the Participant or any
party for which it is acting that, based on the valuation of such Deposit
Security at the time of transfer, should be paid to the Index Series to which
the Redemption Order relates. In the Redemption Order, the Participant will
also be required to acknowledge its agreement on behalf of itself and any party
for which it is acting (whether as a customer or otherwise) that the Fund is
entitled to reduce the amount of money or other proceeds due to the Participant
or any party for which it is acting by an amount equal to any dividend,
distribution or other corporate action to be paid to it or to the party for
which it is acting in respect of any Deposit Security that is transferred to the
Participant or any party for which it is acting that, based on the valuation of
such Deposit Security at the time of transfer, should be paid to the Index
Series to which the Redemption Order relates.
3. AWAIT RECEIPT OF CONFIRMATION. Subject to the conditions that (i) a
duly completed Redemption Order is received by the Distributor from the
Participant on behalf of itself or another redeeming investor by the AMEX
Closing Time and (ii) the Participant has transferred or caused to be
transferred to the Fund's Transfer Agent the Creation Unit of WEBS being
redeemed through the book-entry system of DTC so as to be effective by 4:00 p.m.
New York time on a day on which the AMEX is open for business, the Distributor
will accept the Redemption Order on behalf of the Fund and the Distributor will
inform the Participant that its Redemption Order has been accepted by 6:00 p.m.
New York time on the Business Day the Redemption Order is received.
4. AMBIGUOUS INSTRUCTIONS. In the event that a Redemption Order contains
terms that differ from the information provided in the telephone call at the
time of issuance of the Redemption Order Number(s), the WEBS 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 Redemption Order then the Redemption Order will be accepted and
processed. If an Authorized Person contradicts its terms, the Order will be
deemed invalid and a corrected Redemption Order must be received by the WEBS
telephone representative not later than the AMEX Closing Time. If the WEBS
II-7
telephone representative is not able to contact an Authorized Person, then the
Redemption Order shall be accepted and processed in accordance with its terms
notwithstanding any inconsistency with the terms of the telephone information.
In the event that a Redemption Order contains terms that are illegible, the
Order will be deemed invalid and the WEBS telephone representative will attempt
to contact the Participant to request retransmission of the Redemption Order. A
corrected Redemption Order must be received by the WEBS telephone representative
not later than the AMEX Closing Time.
5. TAKING DELIVERY OF DEPOSIT SECURITIES. The Deposit Securities
constituting in-kind redemption proceeds will be delivered to the appropriate
foreign account which must be indicated in the Participant's Standing Redemption
Instructions or indicated on Alternative Delivery Instructions attached to a
Redemption Order. Alternative Delivery Instructions supersede and replace the
Participant's Standing Redemption Instructions only with respect to the
Redemption Order to which it is attached. An Authorized Person of the
Participant may amend the Participant's Standing Redemption Instructions from
time to time in writing to the Distributor and the Fund in a form approved by
the Fund (see Annex VI hereto). A redeeming Beneficial Owner or Participant
acting on behalf of such Beneficial Owner must maintain appropriate securities
broker-dealer, bank or other custody arrangements in each jurisdiction in which
any of the Deposit Securities are customarily traded, to which account such
Deposit Securities will be delivered. If neither the redeeming beneficial owner
nor the Participant acting on behalf of such redeeming Beneficial Owner has
appropriate arrangements to take delivery of the Deposit Securities in the
applicable foreign jurisdiction and it is not possible to make other such
arrangements, or if it is not possible to effect deliveries of the Deposit
Securities in such jurisdiction, the Beneficial Owner will be required to
receive its redemption proceeds in cash. In such case, the investor will
receive a cash payment equal to the net asset value of its shares based on the
net asset value of WEBS of the relevant Index Series next determined after the
Redemption Order is received in proper form (minus a redemption transaction fee
and additional variable charge for cash redemptions as specified in the
Prospectus, to offset the Fund's brokerage and other transaction costs
associated with the disposition of Deposit Securities of the Index Series).
Redemptions of WEBS for Deposit Securities will be subject to compliance with
applicable United States federal and state securities laws and each Index Series
(whether or not it otherwise permits cash redemptions) reserves the right to
redeem Creation Units for cash to the extent that the Index Series could not
lawfully deliver specific Deposit Securities upon redemptions or could not do so
without first registering the Deposit Securities under such laws.
6. CONTRACTUAL SETTLEMENT. Deliveries of redemption proceeds by the Index
Series relating to those countries generally will be made within three Business
Days. Due to the schedule of holidays in certain countries, however, the
delivery of in-kind redemption proceeds may take longer than three Business Days
after the day on which the Redemption Order is received in proper form. See
Appendix B of the statement of additional information for instances where more
than seven calendar days would be needed to deliver redemption proceeds.
II-8
7. CASH REDEMPTIONS. In the event that, in the sole discretion of the
Fund, cash redemptions are permitted or required by the Fund, proceeds will be
paid to the Participant redeeming shares on behalf of the redeeming investor as
soon as practicable after the date of redemption (within seven calendar days
thereafter, except for the instances listed in Appendix B of the statement of
additional information where more than seven calendar days would be needed).
8. STANDING REDEMPTION INSTRUCTIONS. Annex VI hereto contains the
Participant's Standing Redemption Instructions, which includes information
identifying the account(s) into which Deposit Securities of each Index Series
and any other redemption proceeds should be delivered by the Fund pursuant to a
Redemption Order.
II-9
ANNEX III
FOREIGN FUND, INC.
FORM OF IRREVOCABLE PURCHASE ORDER
CONTACT INFORMATION FOR PURCHASE ORDER EXECUTION
Telephone Purchase Order Number: (800) 810-WEBS
Business Number: (000) 000-0000
Facsimile Number: (000) 000-0000
ALL ITEMS IN PART I MUST BE COMPLETED BY THE PARTICIPANT. THE DISTRIBUTOR, IN
ITS DISCRETION, MAY REJECT ANY PURCHASE ORDER NOT SUBMITTED IN PROPER FORM. SEE
THE FUND'S PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION.
I. TO BE COMPLETED BY PARTICIPANT
Date: ______________ Time: ______________
Participant Name: _____________________________________
Telephone Number: _____________________________________
Facsimile Number: _____________________________________
Authorized Person: ____________________________________
PIN Number (assigned by Distributor): _________________
Standard Instructions For Delivering Custodian(s) YES NO (If 'NO'
attach listing)
ARRANGEMENTS FOR DELIVERY OF CASH COMPONENT:
The undersigned Participant has arranged for delivery to the Custodian of funds
equal, at a minimum, to the Cash Component, the purchase transaction fee and the
additional variable charge for cash purchases (when, in the sole discretion of
the Fund, cash purchases are available or specified) with respect to the above
Purchase Order. The delivery of the Cash Component and the applicable purchase
transaction fee to the Custodian are set forth on the following page:
Wire Transfer: Other:
III-1
__________________
__________________
(Originating Bank)
_____________________
_____________________
(Account)
_____________________
_____________________
(Reference Number)
IRREVOCABILITY OF PURCHASE ORDER AND REPRESENTATIONS AND WARRANTIES REGARDING
BENEFICIAL OWNERSHIP.
The undersigned Participant understands and agrees that upon acceptance by the
Fund or the Distributor on behalf of the Fund of this Purchase Order and the
related portfolio of Deposit Securities, the purchase of Creation Units of WEBS
as specified herein shall be irrevocable. The Participant also represents and
warrants to the Distributor and the Fund that (i) it does not and will not,
after the consummation of the purchase contemplated by this Purchase Order, hold
for the account of any single Beneficial Owner of WEBS of the Index Series to
which this Purchase Order relates 80 percent or more of the outstanding shares
of such Index Series, and (ii) it has received a representation and warranty
from each Beneficial Owner purchasing WEBS by means of this Purchase Order that
(x) such Beneficial Owner will not own, after consummation of the purchase, 80
percent or more of the outstanding shares of the applicable Index Series, and
(y) such Beneficial Owner will not treat such purchase as eligible for tax-free
treatment under Section 351 of the Internal Revenue Code of 1986, as amended.
Signature of Authorized Person:
__________________________
Name:
THIS IRREVOCABLE PURCHASE ORDER MUST BE ACCOMPANIED BY A PURCHASE ORDER FORM.
III-2
(DTC PART #)
SUBSCRIPTION (NAME OF B/D) REDEMPTION
DAILY TRADE SUMMARY
FOREIGN FUND, INCORPORATED
FUNDS DISTRIBUTOR, INC.
TRADING PHONE (000) 000-XXXX OPTION #2
FAX (000) 000-0000
------------------------ -------------------
TRADE DATE: 12/28/95 TRADE DATE:
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
Creation Total Cash Sub/Red Control Settlement Confirmed By/or
Index Units: WEBS: Component: Fee: Number: Date: Days Extended Detail:
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
AUSTRALIA (02) 200k
(WEBS Cusip number) -
--------------------------------------------------------------------------------------------------------------------------------
AUSTRIA (04) 100k
(WEBS Cusip number) -
--------------------------------------------------------------------------------------------------------------------------------
BELGIUM (06) 40k
(WEBS Cusip number) -
--------------------------------------------------------------------------------------------------------------------------------
CANADA (08) 100k
(WEBS Cusip number) -
--------------------------------------------------------------------------------------------------------------------------------
FRANCE (10) 200k
(WEBS Cusip number) -
--------------------------------------------------------------------------------------------------------------------------------
GERMANY (12) 300k
(WEBS Cusip number) -
--------------------------------------------------------------------------------------------------------------------------------
HONG KONG (14) 75k
(WEBS Cusip number) -
--------------------------------------------------------------------------------------------------------------------------------
ITALY (16) 150k
(WEBS Cusip number) -
--------------------------------------------------------------------------------------------------------------------------------
JAPAN (18) 600k
(WEBS Cusip number) -
--------------------------------------------------------------------------------------------------------------------------------
MALAYSIA (20) 75k
(WEBS Cusip number) -
--------------------------------------------------------------------------------------------------------------------------------
MEXICO (22) 100k
(WEBS Cusip number) -
--------------------------------------------------------------------------------------------------------------------------------
NETHERLANDS (24) 50k
(WEBS Cusip number) -
--------------------------------------------------------------------------------------------------------------------------------
SINGAPORE (26) 100k
(WEBS Cusip number) -
--------------------------------------------------------------------------------------------------------------------------------
SPAIN (28) 75k
(WEBS Cusip number) -
--------------------------------------------------------------------------------------------------------------------------------
SWEDEN (30) 75k
(WEBS Cusip number) -
--------------------------------------------------------------------------------------------------------------------------------
SWITZERLAND (32) 125k
(WEBS Cusip number) -
--------------------------------------------------------------------------------------------------------------------------------
U.K. (34) 200k
(WEBS Cusip number -
--------------------------------------------------------------------------------------------------------------------------------
TOTAL: 0 0 $0.00 $0.00 - -
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
-------------
PIN
-------------
II. TO BE COMPLETED BY DISTRIBUTOR
( ) Properly completed irrevocable purchase order, including
Index Series Order Sheet submitted before AMEX closing time.
III-3
( ) Arrangements satisfactory to the Fund are in place for
payment of the Cash Component and any other cash amounts
which may be due.
This certifies that the attached Purchase Order has been:
( ) Accepted by the Fund-subject to timely and accurate delivery
of the attached listing of securities and cash per Index
Series.
( ) Declined - Due to:
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
------- ------- -----------------------
Date Time Authorized Signature
Signature of Authorized Person:
-------------------------------
Name:
Title:
III-4
ANNEX IV
FOREIGN FUND, INC.
FORM OF IRREVOCABLE REDEMPTION ORDER
CONTACT INFORMATION FOR REDEMPTION ORDER EXECUTION
Telephone Redemption Order Number: (800) 810-WEBS
Business Number: (000) 000-0000
Facsimile Number: (000) 000-0000
ALL ITEMS IN PART I MUST BE COMPLETED BY THE PARTICIPANT. THE DISTRIBUTOR, IN
ITS DISCRETION, MAY REJECT ANY REDEMPTION ORDER NOT SUBMITTED IN PROPER FORM.
SEE THE FUND'S PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION.
I. TO BE COMPLETED BY PARTICIPANT
Date: ______________ Time: ______________
Participant Name: _____________________________________
Telephone Number: _____________________________________
Facsimile Number: _____________________________________
Authorized Person: ____________________________________
PIN Number (assigned by Distributor): _________________
Standing Instructions For Receiving Custodian(s) YES NO
(If 'NO' complete Alternative Delivery Instructions attached hereto)
Alternate Cash Delivery Instructions YES NO
(If 'YES' complete Alternative Delivery Instructions attached hereto)
The Participant must deliver, on the redemption date, to the Transfer Agent
(Account Name) _______________________; (Account Number)_______________________
(Other Reference Number) __________________________ the Creation Units of WEBS
being redeemed.
IV-1
The undersigned Participant represents and warrants to the Distributor and the
Fund that it has the right and authority for itself or on behalf of its customer
to redeem the WEBS contemplated by this redemption. In addition, the
undersigned Participant confirms to the Distributor and the Fund that the WEBS
to which this redemption request relates are not beneficially owned by a
resident of Australia.
REPRESENTATION, WARRANTY AND COVENANT REGARDING RETURN OF CERTAIN DISTRIBUTIONS
IN RESPECT OF PORTFOLIO SECURITIES
The undersigned Participant represents and warrants that it acknowledges and
agrees on behalf of itself and any party for which it is acting (whether as a
customer or otherwise) to return to the Fund any dividend, distribution or other
corporate action paid to it or to the party for which it is acting in respect of
any Deposit Security that is transferred to the Participant or any party for
which it is acting that, based on the valuation of such Deposit Security at the
time of transfer, should be paid to the Index Series to which this Redemption
Order relates. The undersigned Participant represents and warrants that it also
acknowledges and agrees on behalf of itself and any party for which it is acting
(whether as a customer or otherwise) that the Fund is entitled to reduce the
amount of money or other proceeds due to the Participant or any party for which
it is acting by an amount equal to any dividend, distribution or other corporate
action to be paid to it or to the party for which it is acting in respect of any
Deposit Security that is transferred to the Participant or any party for which
it is acting that, based on the valuation of such Deposit Security at the time
of transfer, should be paid to the Index Series to which this Redemption Order
relates.
Signature of Authorized Person:
Name:__________________________
THIS IRREVOCABLE REDEMPTION ORDER MUST BE ACCOMPANIED BY A REDEMPTION ORDER
FORM.
IV-2
(DTC PART #)
SUBSCRIPTION (NAME OF B/D) REDEMPTION
DAILY TRADE SUMMARY
FOREIGN FUND, INCORPORATED
FUNDS DISTRIBUTOR, INC.
TRADING PHONE (000) 000-XXXX OPTION #2
FAX (000) 000-0000
------------------------ -------------------
TRADE DATE: 12/28/95 TRADE DATE:
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
Creation Total Cash Sub/Red Control Settlement Confirmed By/or
Index Units: WEBS: Component: Fee: Number: Date: Days Extended Detail:
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
AUSTRALIA (02) 200k
(WEBS Cusip number) -
--------------------------------------------------------------------------------------------------------------------------------
AUSTRIA (04) 100k
(WEBS Cusip number) -
--------------------------------------------------------------------------------------------------------------------------------
BELGIUM (06) 40k
(WEBS Cusip number) -
--------------------------------------------------------------------------------------------------------------------------------
CANADA (08) 100k
(WEBS Cusip number) -
--------------------------------------------------------------------------------------------------------------------------------
FRANCE (10) 200k
(WEBS Cusip number) -
--------------------------------------------------------------------------------------------------------------------------------
GERMANY (12) 300k
(WEBS Cusip number) -
--------------------------------------------------------------------------------------------------------------------------------
HONG KONG (14) 75k
(WEBS Cusip number) -
--------------------------------------------------------------------------------------------------------------------------------
ITALY (16) 150k
(WEBS Cusip number) -
--------------------------------------------------------------------------------------------------------------------------------
JAPAN (18) 600k
(WEBS Cusip number) -
--------------------------------------------------------------------------------------------------------------------------------
MALAYSIA (20) 75k
(WEBS Cusip number) -
--------------------------------------------------------------------------------------------------------------------------------
MEXICO (22) 100k
(WEBS Cusip number) -
--------------------------------------------------------------------------------------------------------------------------------
NETHERLANDS (24) 50k
(WEBS Cusip number) -
--------------------------------------------------------------------------------------------------------------------------------
SINGAPORE (26) 100k
(WEBS Cusip number) -
--------------------------------------------------------------------------------------------------------------------------------
SPAIN (28) 75k
(WEBS Cusip number) -
--------------------------------------------------------------------------------------------------------------------------------
SWEDEN (30) 75k
(WEBS Cusip number) -
--------------------------------------------------------------------------------------------------------------------------------
SWITZERLAND (32) 125k
(WEBS Cusip number) -
--------------------------------------------------------------------------------------------------------------------------------
U.K. (34) 200k
(WEBS Cusip number -
--------------------------------------------------------------------------------------------------------------------------------
TOTAL: 0 0 $0.00 $0.00 - -
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
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PIN
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IV-3
Alternative Delivery Instructions
THESE ALTERNATIVE DELIVERY INSTRUCTIONS SUPERSEDE AND REPLACE
THE PARTICIPANT'S STANDING REDEMPTION INSTRUCTIONS ONLY
WITH RESPECT TO THE ATTACHED REDEMPTION ORDER.
The Participant hereby instructs the Fund, the Distributor, the Custodian
and the relevant Subcustodian (if applicable) to deliver the Deposit Securities
and other redemption proceeds, if any, of the attached Redemption Order with
respect to each Index Series listed below into the account(s) in the applicable
jurisdiction(s) listed below.
Index Series: ________________
Account Name: ________________
Account Number: ________________
Other Reference Number: ________________
Index Series: ________________
Account Name: ________________
Account Number: ________________
Other Reference Number: ________________
The Participant hereby instructs the Fund, the Distributor and the
Custodian to deliver the U.S. dollar denominated cash portion of the redemption
proceeds, if any, of the attached Redemption Order into the following account:
Account Name: ________________
Account Number: ________________
Other Reference Number: ________________
The undersigned, [name], [title], [company], does hereby certify that the
information above constitutes the complete and accurate redemption instructions
for the attached Redemption Order. The Participant understands and agrees that
the Distributor will instruct the Custodian or relevant Subcustodian to deliver,
and the Custodian or relevant Subcustodian will deliver, Deposit Securities and
any other redemption proceeds with respect to the attached Redemption Order into
the relevant account(s) identified in these Alternative Delivery Instructions.
THESE ALTERNATIVE DELIVERY INSTRUCTIONS RELATE ONLY TO THE ATTACHED
PURCHASE ORDER AND DO NOT CONSTITUTE AN AMENDMENT TO THE PARTICIPANT'S STANDING
REDEMPTION INSTRUCTIONS. AN AUTHORIZED PERSON OF THE PARTICIPANT MAY AMEND THE
PARTICIPANT'S STANDING REDEMPTION INSTRUCTIONS FROM TIME TO TIME IN WRITING TO
THE DISTRIBUTOR AND THE FUND IN A FORM APPROVED BY THE FUND (SEE ANNEX VI
HERETO).
In Witness Whereof, the undersigned has hereby set his/her hand and the seal of
[company].
IV-4
Date:_________________ ___________________
[name, title]
IV-5
II. TO BE COMPLETED BY DISTRIBUTOR
( ) Properly completed irrevocable redemption order, including Index
Series Order Sheet submitted before AMEX closing time.
( ) WEBS have been received into Transfer Agent Account.
This certifies that the attached Redemption Order has been:
( ) Accepted by the Fund-delivery of the attached listing of securities
and cash per Index Series will occur per the procedures outlined in
the prospectus and statement of additional information.
( ) Declined - Due to: _________________________________________________
_________________________________________________
_________________________________________________
_______ _______ ____________________
Date Time Authorized Signature
IV-6
ANNEX V
FOREIGN FUND, INC.
FORM OF CERTIFIED AUTHORIZED PERSONS OF PARTICIPANT
The following are the names, titles and signatures of all persons (each an
"Authorized Person") authorized to give instructions relating to any activity
contemplated by this Authorized Participant Agreement or any other notice,
request or instruction on behalf of the Participant pursuant to this Authorized
Participant Agreement.
Name: __________________
Title: __________________
Signature: __________________
Name: __________________
Title: __________________
Signature: __________________
Name: __________________
Title: __________________
Signature: __________________
Name: __________________
Title: __________________
Signature: __________________
The undersigned, [name], [title], [company], does hereby certify that the
persons listed above have been duly elected to the offices set forth beneath
their names, that they presently hold such offices, that they have been duly
authorized to act as Authorized Persons pursuant to the Authorized Participant
Agreement by and among Foreign Fund, Inc, Funds Distributor, Inc and [name of
Participant], dated [date] and that their signatures set forth above are their
own true and genuine signatures.
In Witness Whereof, the undersigned has hereby set his/her hand and the seal of
[company].
V-1
Date: _________________ ___________________
[name, title]
V-2
ANNEX VI
FOREIGN FUND, INC.
FORM OF AUTHORIZED PARTICIPANT'S
STANDING REDEMPTION INSTRUCTIONS
DATED: _______________
The Participant hereby instructs the Fund, the Distributor, the Custodian
and the relevant Subcustodian (if applicable) to deliver the Deposit Securities
and other redemption proceeds, if any, of a Redemption Order with respect to
each Index Series listed below into the account(s) in the applicable
jurisdiction(s) listed below.
Index Series: ________________
Account Name: ________________
Account Number: ________________
Other Reference Number: ________________
Index Series: ________________
Account Name: ________________
Account Number: ________________
Other Reference Number: ________________
Index Series: ________________
Account Name: ________________
Account Number: ________________
Other Reference Number: ________________
Index Series: ________________
Account Name: ________________
Account Number: ________________
Other Reference Number: ________________
VI-1
The Participant hereby instructs the Fund, the Distributor and the
Custodian to deliver the U.S. dollar denominated cash portion of the redemption
proceeds, if any, of a Redemption Order into the following account:
Account Name: ________________
Account Number: ________________
Other Reference Number: ________________
The undersigned, [name], [title], [company], does hereby certify that the
information above constitutes the complete and accurate Standing Redemption
Instructions for Redemption Orders relating to redemptions of Creation Units of
WEBS of the Index Series for which Standing Redemption Instructions have been
provided herein. The Participant acknowledges that it is authorized to submit a
Redemption Order to redeem Creation Units of WEBS only with respect to Index
Series in jurisdictions for which Standing Redemption Instructions have been
provided to the Fund in writing. The Participant understands and agrees that
the Distributor will instruct the Custodian or relevant Subcustodian to deliver,
and the Custodian or relevant Subcustodian will deliver, Deposit Securities and
any other redemption proceeds into the relevant account identified in these
Standing Redemption Instructions.
In Witness Whereof, the undersigned has hereby set his/her hand and the seal of
[company].
Date:_________________ ___________________
[name, title]
Pin Number:___________
VI-2
ANNEX VII
FOREIGN FUND, INC.
FUND SUBCUSTODIAN ACCOUNTS
FOR DELIVERY OF DEPOSIT SECURITIES
The subcustodian accounts into which a Participant should deposit the
securities constituting the Deposit Securities of each Index Series are set
forth below:
Australia Index Series
Account Name: __________________
Account Number: __________________
Other Reference Number: __________________
Austria Index Series
Account Name: __________________
Account Number: __________________
Other Reference Number: __________________
Belgium Index Series
Account Name: __________________
Account Number: __________________
Other Reference Number: __________________
Canada Index Series
Account Name: __________________
Account Number: __________________
Other Reference Number: __________________
France Index Series
Account Name: __________________
Account Number: __________________
Other Reference Number: __________________
VII-1
Germany Index Series
Account Name: __________________
Account Number: __________________
Other Reference Number: __________________
Hong Kong Index Series
Account Name: __________________
Account Number: __________________
Other Reference Number: __________________
Italy Index Series
Account Name: __________________
Account Number: __________________
Other Reference Number: __________________
Japan Index Series
Account Name: __________________
Account Number: __________________
Other Reference Number: __________________
Malaysia Index Series
Account Name: __________________
Account Number: __________________
Other Reference Number: __________________
Mexico (Free) Index Series
Account Name: __________________
Account Number: __________________
Other Reference Number: __________________
Netherlands Index Series
Account Name: __________________
Account Number: __________________
Other Reference Number: __________________
VII-2
Singapore Index Series
Account Name: __________________
Account Number: __________________
Other Reference Number: __________________
Spain Index Series
Account Name: __________________
Account Number: __________________
Other Reference Number: __________________
Sweden Index Series:
Account Name: __________________
Account Number: __________________
Other Reference Number: __________________
Switzerland Index Series
Account Name: __________________
Account Number: __________________
Other Reference Number: __________________
United Kingdom Index Series
Account Name: __________________
Account Number: __________________
Other Reference Number: __________________
VII-3
