EXECUTION COPY
AMENDMENT TO
STANDARD TERMS AND CONDITIONS OF THE BLDRS INDEX FUNDS TRUST
DATED AND EFFECTIVE AS OF NOVEMBER 8, 2002
BETWEEN
NASDAQ FINANCIAL PRODUCTS SERVICES, INC. AS SPONSOR,
AND
THE BANK OF NEW YORK, AS TRUSTEE
This Amendment Agreement dated as of February 4, 2004
("Amendment Agreement") between Nasdaq Financial Products Services, Inc. as
sponsor ("Sponsor") and The Bank of New York as trustee ("Trustee") amends the
document entitled "Standard Terms and Conditions of The BLDRS Index Funds Trust
and Subsequent and Similar BLDRS Index Funds of The BLDRS Index Funds Trust
dated and effective as of November 8, 2002 between Nasdaq Financial Products
Services, Inc., as Sponsor and The Bank of New York, as Trustee" (hereinafter
called the "Standard Terms"), and the document entitled "BLDRS Index Funds
Trust: BLDRS Asia 50 ADR Index Fund, BLDRS Developed Markets 100 ADR Index Fund,
BLDRS Emerging Markets 50 ADR Index Fund and BLDRS Europe 100 ADR Index Fund
Trust Indenture and Agreement dated November 8, 2002 incorporating by reference
Standard Terms and Conditions of The BLDRS Index Funds Trust and Subsequent and
Similar BLDRS Index Funds of The BLDRS Index Funds Trust dated and effective as
of November 8, 2002"
(hereinafter called the "Indenture") (the Standard Terms and the Indenture
hereinafter called the "Trust Documents").
WITNESSETH THAT:
WHEREAS, the parties hereto have entered into the Trust
Documents to facilitate the creation of the BLDRS Index Funds Trust ("Trust");
and
WHEREAS, the parties hereto desire to amend the Trust
Documents as more fully set forth below;
NOW THEREFORE, in consideration of the premises and of the
mutual agreements contained herein, the Sponsor and the Trustee agree as
follows:
1. The definition in Article I of the Standard Terms of the term
"Exchange" shall be deleted in its entirety.
2. A new defined term, "NASDAQ" shall be added to Article I of the
Standard Terms and shall read as follows:
"NASDAQ - The NASDAQ Stock Market, Inc."
3. The definition in Article I of the Standard Terms of the term "Business
Day" shall be deleted in its entirety and shall be replaced with the
following definition, which shall read as follows:
"Business Day - Any day that that the NASDAQ is open for business,
or that the BLDRS Index Funds are open for business
as required by Section 22(e) of the Investment
Company Act of 1940."
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4. The definition in Article I of the Standard Terms of the term "License
Agreement" shall be deleted in its entirety and shall be replaced with
the following definition, which shall read as follows:
"License Agreement - The Agreement dated November 8, 2002 between
the Licensor and the Sponsor under which the
Sponsor has been granted the license to use
certain trademarks and service marks of the
Licensor."
5. The Standard Terms shall be amended in its entirety by deleting every
instance of the defined term "Exchange" therein, including in the table
of contents. All such deletions shall be replaced with the defined term
"NASDAQ" and the sentence including such term amended as necessary so
that each such replacement, and the other amendments herein, fits the
context in which such term is used.
6. Pursuant to Section 10.01 of the Standard Terms, the parties hereby
agree that paragraph 1 through 5 of this Amendment Agreement are made
in compliance with the provisions of Section 10.01(a) thereof and that
the parties hereto have determined in good faith that the changes
contained in this Amendment Agreement will not adversely affect the
interests of Beneficial Owners.
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7. Pursuant to Section 10.01 of the Standard Terms, the Trustee agrees
that it shall promptly furnish each DTC Participant with sufficient
copies of a written notice of the substance of the terms of this
Amendment Agreement for transmittal by each such DTC Participant to the
Beneficial Owners of the Trust.
8. Except as amended hereby, the Trust Documents now in effect are in all
respects ratified and confirmed hereby and this Amendment Agreement and
all of its provisions shall be deemed to be a part of the Trust
Documents.
9. This Amendment Agreement may be simultaneously executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
10. This Amendment Agreement shall be governed by and construed in
accordance with the laws of the State of New York without regard to its
principles of conflicts of laws.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to
be duly executed as of the date hereof.
NASDAQ FINANCIAL PRODUCTS SERVICES, INC.
as Sponsor
By: /s/ Xxxx X. Xxxxxx
-------------------
Name: Xxxx X. Xxxxxx
Title: Chief Executive Officer
THE BANK OF NEW YORK
as Trustee
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
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