EXHIBIT 6(B)
WEBS INDEX FUND, INC.
AUTHORIZED PARTICIPANT AGREEMENT
This Authorized Participant Agreement (the "Agreement") is entered into
by and between FUNDS DISTRIBUTOR, INC. (the "Distributor"), and ___________ (the
"Participant"). The Distributor and the Participant acknowledge and agree that
WEBS Index Fund, Inc. (the "Fund"), Barclays Global Fund Advisors as Adviser,
Xxxxxx Xxxxxxx Trust Company as Custodian, Lending Agent and Sub-Administrator,
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(SERVICE XXXX)" or "WEBS(SERVICE XXXX)"), of the
WEBS 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
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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 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
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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, including but not limited to the
WEBS Cash Collateral Settlement Procedures that are referenced in Annex II to
this Agreement. 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
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
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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 reports compare the relative merits
and benefits of WEBS with other products and 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.
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
The Chase Manhattan 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
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Cash Amount has not been made by such Contractual Settlement Date, the
Participant agrees on behalf of itself or any party for which it acts in
connection with a Purchase Order to pay the full cash amount, plus interest,
computed at such reasonable rate as may be specified by the Fund from time to
time. The Participant may require its customer to enter into an agreement with
the Participant with respect to such matters. The Participant shall be liable to
the Distributor and/or the Fund 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, cash collateral
discrepancies 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.
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
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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") and PNC Bank, N.A. are open for trading or business.
(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 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
6
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 or New Zealand 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 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 WEBS Index 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.
(a) The Participant hereby agrees to indemnify and hold harmless the
Distributor, the Fund, Barclays Global Fund Advisors as Adviser, Xxxxxx Xxxxxxx
Trust Company as Custodian, Lending Agent and Sub-Administrator, 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
7
persons within the meaning of Section 15 of the 1933 Act (each an "Indemnified
Party") from and against any loss, liability, cost and expense (including
attorneys' fees) incurred by such Indemnified Party as a result of (i) a breach
of any representation, warranty or covenant made by the Participant in this
Agreement; or (ii) failure of the Participant to perform any obligations set
forth in the Agreement; or (iii) any failure on the part of the Participant to
comply with applicable laws; or (iv) 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) 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. This paragraph
shall survive the termination of this Agreement. 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 paragraph shall survive the termination of this Agreement.
(b) The Distributor hereby agrees to indemnify and hold harmless the
Participant, its respective subsidiaries, affiliates, directors, officers,
employees and agents, and each person, if any, who controls such persons within
the meaning of Section 15 of the 1933 Act (each an "Indemnified Party") from and
against any loss, liability, cost and expense (including attorneys' fees)
incurred by such Indemnified Party as a result of (i) a breach of any
representation, warranty or covenant made by the Distributor in this Agreement;
or (ii) failure of the Distributor to perform any obligations set forth in the
Agreement; or (iii) any failure on the part of the Distributor to comply with
applicable laws; or (iv) 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) believed by the Participant to be genuine
and to have been given by the Distributor. This paragraph 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.
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
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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 to invest
at least $30 million in Creation Units and, as promptly after the date of this
Agreement as is practicable, to purchase at least one Creation Unit in a minimum
of five (5) Index Series of the Fund, with overweighting permitted in countries
selected by the Authorized Participant.
The new Authorized Participant, if creating for its own account, also
agrees to hold the position for at least six (6) months. There is no restriction
on the holding period if the Creation Units are purchased for its client.
16. TERMINATION AND AMENDMENT.
(a) This Agreement shall become effective in this form as of the date
executed by the Fund and will continue for an initial one-year term (the "Term")
and will continue thereafter for successive one-year terms unless terminated
pursuant to the provision of sub-section (b) of this Paragraph 16.
(b) This Agreement may terminate at the end of the Term, provided
however, that the terminating party provides written notice to the other parties
at least 60 days prior to the end of the Term. This Agreement may also be
terminated upon sixty days prior written notice to the other parties after the
Term has expired. In addition, this Agreement may be terminated 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:____________________
TITLE:
ADDRESS:
Date: , 199
TELEPHONE:
FACSIMILE:
PARTICIPANT
BY:____________________
TITLE:
ADDRESS:
Date: , 199
TELEPHONE:
FACSIMILE:
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ANNEX I
WEBS INDEX FUND, INC.
INDEX SERIES AND WEBS PER CREATION UNIT
Index WEBS per
SERIES CREATION UNIT
------ -------------
The 200,000
Australia
Index Series
The 100,000
Austria
Index Series
The 40,000
Belgium
Index Series
The 100,000
Canada
Index Series
The 200,000
France
Index Series
The 300,000
Germany
Index Series
The 75,000
Hong Kong
Index Series
The 150,000
Italy
Index Series
The 600,000
Japan Index Series
I-1
The 75,000
Malaysia (Free)
Index Series
The 100,000
Mexico (Free)
Index Series
The 50,000
Netherlands
Index Series
The 100,000
Singapore (Free)
Index Series
The 75,000
Spain
Index Series
The 75,000
Sweden
Index Series
The 125,000
Switzerland
Index Series
The 200,000
United Kingdom
Index Series
I-2
ANNEX II
WEBS INDEX 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 000-000-0000 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.
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.
II-2
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.
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
II-3
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 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 for a Creation Unit of WEBS because certain or all of the Deposit
Securities are missing, the Fund will 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
II-4
possible, which undertaking shall be secured by such Participant's delivery and
maintenance of collateral consisting of cash having a value at least equal to
125% of the value of the missing Deposit Securities. The parties hereto agree
that the delivery of such collateral shall be made in accordance with the WEBS
Cash Collateral Settlement Procedures, which such procedures shall be provided
to the Participant by the Distributor upon request. The parties hereto further
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 000-000-0000 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 000-000-0000 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 is 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
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
II-7
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.
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
II-8
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
WEBS INDEX FUND, INC.
FORM OF IRREVOCABLE PURCHASE ORDER
CONTACT INFORMATION FOR PURCHASE ORDER EXECUTION
Telephone Purchase Order Number: (000) 000-0000
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:
------------------
------------------
(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.
II. TO BE COMPLETED BY THE DISTRIBUTOR
( ) Properly completed irrevocable purchase order,
including Index Series Order Sheet submitted before
AMEX closing time.
( ) 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:
P IRREVOCABLE PURCHASE ORDER FORM
-------------------------------
SUBSCRIPTION PIN_____________________
Trade Date:_______________________
# 50
XXXXXX XXXXXXX & CO., INC.
WEBS INDEX FUND, INC.
FUNDS DISTRIBUTOR, INC.
TRADING (000) 000-0000
FAX (000) 000-0000
------------------------------------------------------------------------------------------------------------------------------
WEBS EST. CASH PURCHASE TOTAL EST. EXPECTED CONTROL CONFIRMED BY /OR
INDEX: UNITS: (000S): COMPONENT: FEE: CASH: SD: NUMBER: DAYS EXTENDED DETAIL:
------------------------------------------------------------------------------------------------------------------------------
AUSTRALIA (02) 200K $2,200
00000X000 EWA
------------------------------------------------------------------------------------------------------------------------------
AUSTRIA (04) 100K $1,700
00000X000 EWO
------------------------------------------------------------------------------------------------------------------------------
BELGIUM (06) 40K $1,400
00000X000 EWK
------------------------------------------------------------------------------------------------------------------------------
CANADA (08) 100K $3,400
00000X000 EWC
------------------------------------------------------------------------------------------------------------------------------
FRANCE (10) 200K $3,600
00000X000 EWQ
------------------------------------------------------------------------------------------------------------------------------
GERMANY (12) 300K $2,500
00000X000 EWG
------------------------------------------------------------------------------------------------------------------------------
HONG KONG (14) 75K $3,500
00000X000 EWH
------------------------------------------------------------------------------------------------------------------------------
ITALY (16) 150K $2,000
00000X000 EWI
------------------------------------------------------------------------------------------------------------------------------
JAPAN (18) 600K $7,700
00000X000 EWJ
------------------------------------------------------------------------------------------------------------------------------
*MALAYSIA (20) 75K $4,800
00000X000 EWM
------------------------------------------------------------------------------------------------------------------------------
MEXICO (22) 100K $2,500
00000X000 EWW
------------------------------------------------------------------------------------------------------------------------------
NETHERLANDS (24) 50K $1,800
00000X000 EWN
------------------------------------------------------------------------------------------------------------------------------
SINGAPORE (26) 100K $2,500
00000X000 EWS
------------------------------------------------------------------------------------------------------------------------------
SPAIN (28) 75K $2,300
00000X000 EWP
------------------------------------------------------------------------------------------------------------------------------
SWEDEN (30) 75K $2,200
00000X000 EWD
------------------------------------------------------------------------------------------------------------------------------
SWITZERLAND (32) 125K $1,800
00000X000 EWL
------------------------------------------------------------------------------------------------------------------------------
U.K. (34) 200k $5,300
00000X000 EWU
------------------------------------------------------------------------------------------------------------------------------
IV-1
ANNEX IV
WEBS INDEX FUND, INC.
FORM OF IRREVOCABLE REDEMPTION ORDER
CONTACT INFORMATION FOR REDEMPTION ORDER EXECUTION
Telephone Redemption Order Number: (000) 000-0000
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.
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.
IV-1
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
IRREVOCABLE REDEMPTION ORDER FORM R
---------------------------------
PIN__________________________ REDEMPTION
Trade Date:_______________
# 50
XXXXXX XXXXXXX, INC.
WEBS INDEX FUND, INC.
FUNDS DISTRIBUTOR, INC.
TRADING (000) 000-0000
FAX (000) 000-0000
----------------------------------------------------------------------------------------------------------------------------
WEBS EST. CASH REDEMPTION TOTAL EST. EXPECTED CONTROL CONFIRMED BY /OR
INDEX: UNITS: (000S): COMPONENT: FEE: CASH: SD: NUMBER: DAYS EXTENDED DETAIL:
----------------------------------------------------------------------------------------------------------------------------
AUSTRALIA (02) 200K $2,200
00000X000 EWA
----------------------------------------------------------------------------------------------------------------------------
AUSTRIA (04) 100K $1,700
00000X000 EWO
----------------------------------------------------------------------------------------------------------------------------
BELGIUM (06) 40K $1,400
00000X000 EWK
----------------------------------------------------------------------------------------------------------------------------
CANADA (08) 100K $3,400
00000X000 EWC
----------------------------------------------------------------------------------------------------------------------------
FRANCE (10) 200K $3,600
00000X000 EWQ
----------------------------------------------------------------------------------------------------------------------------
GERMANY (12) 300K $2,500
00000X000 EWG
----------------------------------------------------------------------------------------------------------------------------
HONG KONG (14) 75K $3,500
00000X000 EWH
----------------------------------------------------------------------------------------------------------------------------
ITALY (16) 150K $2,000
00000X000 EWI
----------------------------------------------------------------------------------------------------------------------------
JAPAN (18) 600K $7,700
00000X000 EWJ
----------------------------------------------------------------------------------------------------------------------------
MALAYSIA (20) 75K $4,800
00000X000 EWM
----------------------------------------------------------------------------------------------------------------------------
MEXICO (22) 100K $2,500
00000X000 EWW
----------------------------------------------------------------------------------------------------------------------------
NETHERLANDS (24) 50K $1,800
00000X000 EWN
----------------------------------------------------------------------------------------------------------------------------
SINGAPORE (26) 100K $2,500
00000X000 EWS
----------------------------------------------------------------------------------------------------------------------------
SPAIN (28) 75K $2,300
00000X000 EWP
----------------------------------------------------------------------------------------------------------------------------
SWEDEN (30) 75K $2,200
00000X000 EWD
----------------------------------------------------------------------------------------------------------------------------
SWITZERLAND (32) 125K $1,800
00000X000 EWL
----------------------------------------------------------------------------------------------------------------------------
U.K. (34) 200K $5,300
00000X000 EWU
----------------------------------------------------------------------------------------------------------------------------
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].
Date:_________________ ___________________
[name, title]
IV-4
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-5
ANNEX V
WEBS INDEX 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].
Date: _________________ ___________________
[name, title]
V-1
ANNEX VI
WEBS INDEX 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
WEBS INDEX 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
