FOREIGN FUND, INC.
FORM OF
- 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 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-SM-" or "WEBS-SM-"), 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
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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 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
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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 promotional materials or sales literature furnished to
the Participant by the
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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.
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
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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 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
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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,
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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 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)
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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.
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
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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
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. 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 (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
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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.
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 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, fac-
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simile 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:____________________
TITLE:
ADDRESS:
Date: , 199
TELEPHONE:
FACSIMILE:
PARTICIPANT
BY:____________________
TITLE:
ADDRESS:
Date: , 199
TELEPHONE:
FACSIMILE:
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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
The 75,000
Malaysia
Index
The 100,000
Mexico (Free)
Index
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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
I-2
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.
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
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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.
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
II-2
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.
II-3
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 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
II-4
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 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
II-5
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-6
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-7
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.
II-8
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 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
II-9
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 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-10
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:
III-1
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.
III-2
(DTC PART #)
(NAME OF B/D)
SUBSCRIPTION / / DAILY TRADE SUMMARY REDEMPTION / /
FOREIGN FUND, INCORPORATED
TRADE DATE: 12/28/95 FUNDS DISTRIBUTOR, INC. TRADE DATE:
TRADING PHONE (000) 000-XXXX OPTION #2
FAX (000) 000-0000
------------------------------------------------------------------------------------------------------------------------------------
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
-----------------------
III-3
II. TO BE COMPLETED BY 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:
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.
The undersigned Participant represents and warrants to the Distributor and the
Fund that it has the right and authority
IV-1
for itself or on behalf of its customer to redeem the WEBS contemplated by this
redemption.
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 #)
(NAME OF B/D)
SUBSCRIPTION / / DAILY TRADE SUMMARY REDEMPTION / /
FOREIGN FUND, INCORPORATED
TRADE DATE: 12/28/95 FUNDS DISTRIBUTOR, INC. TRADE DATE:
TRADING PHONE (000) 000-XXXX OPTION #2
FAX (000) 000-0000
------------------------------------------------------------------------------------------------------------------------------------
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
-----------------------
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
IV-4
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-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].
Date: _________________ ___________________
[name, title]
V-1
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: ________________
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: ________________
VI-1
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: __________________
Germany Index Series
Account Name: __________________
Account Number: __________________
Other Reference Number: __________________
Hong Kong Index Series
Account Name: __________________
Account Number: __________________
Other Reference Number: __________________
VII-1
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: __________________
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: __________________
VII-2
United Kingdom Index Series
Account Name: __________________
Account Number: __________________
Other Reference Number: __________________
VII-3
