EXECUTION COPY
ADMINISTRATION AGREEMENT
Agreement dated as of February 15, 2002, by and between State Street
Bank and Trust Company, a Massachusetts trust company (the "Administrator"), and
Fresco'sm' Index Shares Funds, a Massachusetts business trust (the "Trust").
WHEREAS, the Trust will be registered as an open-end, management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), as of the first date (the "Launch Date") that it offers shares of
beneficial interest (the "Shares") of the initial series of the Trust, listed on
Schedule A hereto, as it may be amended from time to time (each a "Fund" and
together the "Funds"); and
WHEREAS, Shares of each Fund will be listed on the New York Stock
Exchange (the "Exchange"); and
WHEREAS, the Trust desires to retain the Administrator to furnish
certain administrative services to the Trust, and the Administrator is willing
to furnish such services, on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:
1. APPOINTMENT OF ADMINISTRATOR
The Trust hereby appoints the Administrator to act as administrator
with respect to the Trust and each Fund for purposes of providing certain
administrative services for the period and on the terms set forth in this
Agreement. The Administrator accepts such appointment and agrees to render the
services stated herein for the compensation provided herein.
In the event that the Trust establishes one or more additional Funds
with respect to which it wishes to retain the Administrator to act as
administrator hereunder, the Trust shall notify the Administrator in writing.
Upon written acceptance by the Administrator, such additional Funds shall be
listed on an amended Schedule A and such Funds shall become subject to the
provisions of this Agreement to the same extent as the existing Funds, except to
the extent that such provisions (including those relating to the compensation
and expenses payable by the Trust and its Funds) may be modified with respect to
each additional Fund in writing by the Trust and the Administrator at the time
of the addition of the Fund.
2. DELIVERY OF DOCUMENTS
The Trust will promptly deliver to the Administrator copies of each of
the following documents and all future amendments and supplements, if any:
a. The Trust's Declaration of Trust and By-Laws;
b. The Trust's currently effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and the 1940
Act and the Trust's Prospectus(es) and Statement(s) of Additional
Information relating to all Funds and all amendments and
supplements thereto as in effect from time to time;
c. Certified copies of the resolutions of the Board of Trustees of the
Trust (the "Board") authorizing (1) the Trust to enter into this
Agreement and (2) certain individuals on behalf of the Trust to (a)
give instructions to the Administrator pursuant to this Agreement
and (b) sign checks and pay expenses;
d. A copy of the investment advisory agreement between each Fund and
its investment adviser;
e. A copy of the distribution agreement between each Fund and its
distributor; and
f. Such other certificates, documents or opinions which the
Administrator may, in its reasonable discretion, deem necessary or
appropriate in the proper performance of its duties.
3. REPRESENTATIONS AND WARRANTIES OF THE ADMINISTRATOR
The Administrator represents and warrants to the Trust that:
a. It is a Massachusetts trust company, duly organized and existing
under the laws of The Commonwealth of Massachusetts;
b. It has the corporate power and authority to carry on its business
in The Commonwealth of Massachusetts;
c. All requisite corporate proceedings have been taken to authorize it
to enter into and perform this Agreement;
d. No legal or administrative proceedings have been instituted or
threatened which would impair the Administrator's ability to
perform its duties and obligations under this Agreement; and
e. Its entrance into this Agreement shall not cause a material breach
or be in material conflict with any other agreement or obligation
of the Administrator or any law or regulation applicable to it.
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4. REPRESENTATIONS AND WARRANTIES OF THE TRUST
The Trust represents and warrants to the Administrator that:
a. It is a Massachusetts business trust organized, existing and in
good standing under the laws of the Commonwealth of Massachusetts;
b. It has the corporate power and authority under applicable laws and
by its Declaration of Trust and by-laws to enter into and perform
this Agreement;
c. All requisite proceedings have been taken to authorize it to enter
into and perform this Agreement;
d. It is an investment company which will be properly registered under
the 1940 Act on the Launch Date;
e. A registration statement under the 1933 Act and the 1940 Act will
be filed prior to the Launch Date and will be effective and remain
effective from the Launch Date through the remaining term of this
Agreement. The Trust also warrants to the Administrator that as of
the Launch Date, all necessary filings under the securities laws of
the states in which the Trust offers or sells its shares will be
made;
f. No legal or administrative proceedings have been instituted or
threatened which would impair the Trust's ability to perform its
duties and obligations under this Agreement;
g. Its entrance into this Agreement will not cause a material breach
or be in material conflict with any other agreement or obligation
of the Trust or any law or regulation applicable to it; and
h. As of the close of business on the date of this Agreement, the
Trust is authorized to issue shares of beneficial interest, and it
will initially offer shares on the Launch Date, in the authorized
amounts as set forth in Schedule A.
5. ADMINISTRATION SERVICES
The Administrator shall provide the following services, in each case,
subject to the control, supervision and direction of the Trust and the review
and comment by the Trust's auditors and legal counsel and in accordance with
procedures which may be established from
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time to time between the Trust and the Administrator:
a. Oversee the maintenance by the Trust's custodian of certain books
and records of the Trust as required under Section 31 of the 1940
Act, including any Rules promulgated thereunder;
b. Prepare the Trust's federal, state and local income tax returns for
review by the Trust's independent accountants and filing by the
Trust's treasurer;
c. Review calculation, submit for approval by officers of the Trust
and arrange for payment of the Trust's expenses;
d. Prepare for review and approval by officers of the Trust financial
information and related supporting schedules for the Trust's
semi-annual and annual reports, proxy statements and other
communications required or otherwise to be sent to Trust
shareholders, arrange for the printing and dissemination of such
reports and communications to record and beneficial shareholders
through The Depository Trust Company and supply backup data for
such reports and communications for the independent auditors of the
Funds;
e. Prepare for review by an officer of and legal counsel for the Trust
and file as appropriate the Trust's periodic financial reports
required to be filed with the Securities and Exchange Commission
("SEC") on Form N-SAR and financial information required by Form
N-1A and such other reports, forms or filings as may be mutually
agreed upon;
f. Prepare such periodic reports relating to the business and affairs
of the Trust as may be mutually agreed upon by the parties from
time to time and not otherwise prepared by the Trust's investment
adviser, custodian, legal counsel or independent accountants;
g. Prepare recommendations as to each Fund's income and capital gains
available for distribution; calculate such distributions for each
Fund in accordance with applicable regulations and the distribution
policies set forth in the Trust's registration statement, and
assist Trust management in making final determination of
distribution amounts;
h. Make such reports and recommendations to the Board concerning the
performance of the independent accountants as the Board may
reasonably request;
i. Oversee and review calculations of fees paid to the Trust's
investment
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adviser, custodian and transfer agent;
j. Consult with the Trust's officers, independent accountants, legal
counsel, custodian and transfer agent in establishing the
accounting policies of the Trust;
k. Respond to, or refer to the Trust's officers or the Distributor or
the Transfer Agent, shareholder inquiries relating to the Trust;
l. Provide periodic testing of portfolios and related written reports
as agreed upon between the parties to assist the Trust's investment
adviser in complying with Internal Revenue Code mandatory
qualification requirements, the requirements of the 1940 Act and
Trust prospectus limitations as may be mutually agreed upon and
prompt notice in writing of breaches or potential breaches of any
such requirement or guideline in such form(s) as agreed upon
between the parties;
m. Review and provide assistance on shareholder communications;
n. Maintain general corporate calendar;
o. Maintain copies of the Trust's Declaration of Trust and by-laws;
p. File annual and semi-annual shareholder reports with the
appropriate regulatory agencies; review text of "President's
letters" to shareholders and "Management's Discussion of Trust
Performance" (which shall also be subject to review by the Trust's
legal counsel);
q. Organize, attend and prepare minutes of shareholder meetings;
r. Provide consultation on regulatory matters relating to portfolio
management, Trust operations and any potential changes in the
Trust's investment policies, operations or structure; act as
liaison to legal counsel to the Trust and, where applicable, to
legal counsel to the Trust's independent Board members;
s. Maintain continuing awareness of significant emerging regulatory
and legislative developments which may affect the Trust, update the
Board and the investment adviser on those developments and provide
related planning assistance where requested or appropriate;
t. Develop or assist in developing guidelines and procedures to
improve overall compliance by the Trust and its various agents;
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u. Counsel and assist the Trust in the handling of routine regulatory
examinations and work closely with the Trust's legal counsel in
response to any non-routine regulatory matters;
Subject to review and comment by the Trust's legal counsel:
v. Prepare and file with the SEC applications for exemptive and/or
no-action relief related to the Funds and the Trust's registration
statement and any amendments thereto, including updating the
Prospectus and Statement of Additional Information, where
applicable;
w. Prepare and file with the SEC proxy statements; provide
consultation on proxy solicitation matters;
x. Prepare agenda and background materials for Board meetings,
including Board reports as required by applicable law, regulation
or the Trust's procedures and any other reports or materials
requested by the Trust or the Trust's legal counsel, make
presentations where appropriate, prepare minutes and follow-up on
matters raised at Board meetings;
y. Prepare and file with the SEC Rule 24f-2 notices;
z. Perform Blue Sky services pursuant to the specific instructions of
the Trust and as detailed in Schedule B hereto; and
aa. Prepare or oversee the preparation and filing of all notices to the
Exchange.
The Administrator shall provide, at its own cost, the office facilities and the
personnel required by it to perform the services contemplated herein.
6. FEES; EXPENSES; EXPENSE REIMBURSEMENT
The Administrator shall receive from the Trust such compensation for
the Administrator's services provided pursuant to this Agreement as may be
agreed to from time to time in a written fee schedule approved by the parties,
which represents the Combined Fee Schedule for custody, administration and
transfer agency services to be provided by the Administrator to the Trust. The
fees are accrued daily and billed monthly and shall be due and payable upon
receipt of the invoice. Upon the termination of this Agreement before the end of
any month, the fee for the part of the month before such termination shall be
prorated according to the proportion which such part bears to the full monthly
period and shall be payable upon the date of termination of this
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Agreement. In addition, the Trust shall reimburse the Administrator for its
reasonable out-of-pocket costs set forth in the Combined Fee Schedule
incurred in connection with this Agreement.
The Trust agrees promptly to reimburse the Administrator for any
equipment and supplies specially ordered by or for the Trust through the
Administrator and for any other expenses not contemplated by this Agreement that
the Administrator may incur on the Trust's behalf at the Trust's request and
with the Trust's prior written consent.
The Trust will bear all expenses that are incurred in its operation and
not specifically assumed by the Administrator. Expenses to be borne by the
Trust, include, but are not limited to: organizational expenses; cost of
services of independent accountants and outside legal and tax counsel (including
such counsel's review of the Trust's registration statement, proxy materials,
federal and state tax qualification as a regulated investment company and other
reports and materials prepared by the Administrator under this Agreement); cost
of any services contracted for by the Trust directly from parties other than the
Administrator except as agreed upon otherwise between the parties; cost of
trading operations and brokerage fees, commissions and transfer taxes in
connection with the purchase and sale of securities for the Trust; investment
advisory fees; taxes, insurance premiums and other fees and expenses applicable
to its operation; costs incidental to any meetings of shareholders including,
but not limited to, legal and accounting fees, proxy filing fees; the costs of
preparation (other than with respect to the services contemplated in Section 5
herein), ▇▇▇▇▇ filing, printing and mailing of the Trust's proxy materials,
registration statements on Form N-1A and any amendments thereto and shareholder
reports; costs incidental to Board meetings, including fees and expenses of
Board members; the salary and expenses of any officer, trustee or employee of
the Trust to the extent not employed by the Administrator; cost of typesetting
and printing of prospectuses; cost, if applicable, of filing of the Trust's tax
returns (other than with respect to the services contemplated in Section 5
herein) and Form N-SAR, and all notices, registrations and amendments associated
with applicable federal and state tax and securities laws; all applicable
registration fees and filing fees required under federal and state securities
laws; cost of fidelity bond and directors' and officers' liability insurance;
and cost of independent pricing services used in computing the Trust's net asset
value.
The Administrator is authorized to and may employ or associate with
such person or persons as the Administrator may deem desirable to assist it in
performing its duties under this Agreement; provided, however, that the
compensation of such person or persons shall be paid by the Administrator and
that the Administrator shall be as fully responsible to the Trust for the acts
and omissions of any such person or persons as it is for its own acts and
omissions and any such delegation shall not affect the Administrator's liability
whatsoever.
7. INSTRUCTIONS AND ADVICE
At any time, the Administrator may apply to any officer of the Trust
for instructions and may consult with its own legal counsel or outside counsel
for the Trust or the independent accountants for the Trust at the expense of the
Trust where prior consent for such expense has
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been provided by the Trust, with respect to any matter arising in connection
with the services to be performed by the Administrator under this Agreement. The
Administrator shall not be liable, and shall be indemnified by the Trust, for
any action taken or omitted by it in good faith in reliance upon any such
instructions or advice or upon any paper or document believed by it to be
genuine and to have been signed by the proper person or persons. The
Administrator shall not be held to have notice of any change of authority of any
person until receipt of written notice thereof from the Trust. Nothing in this
paragraph shall be construed as imposing upon the Administrator any obligation
to seek such instructions or advice.
8. LIMITATION OF LIABILITY AND INDEMNIFICATION
The Administrator shall be responsible for the performance of only such
duties as are set forth in this Agreement, and, except as otherwise provided
under Section 6, shall have no responsibility for the actions or activities of
any other party, including other service providers. The Administrator shall have
no liability for any error of judgment or mistake of law or for any loss or
damage resulting from the performance or nonperformance of its duties hereunder
unless solely caused by or resulting from the negligence or willful misconduct
of the Administrator, its officers, employees or agents. The Administrator shall
not be liable for any special, indirect, incidental, or consequential damages of
any kind whatsoever under any provision of this Agreement or for any such
damages arising out of any act or failure to act hereunder. In any event,
however, notwithstanding the foregoing, the Administrator's cumulative liability
for any calendar year, regardless of the form of action or legal theory, shall
be limited to such amounts as may be agreed upon from time to time between the
parties hereto.
The Administrator shall not be responsible or liable for any failure or
delay in performance of its obligations under this Agreement arising out of or
caused, directly or indirectly, by circumstances beyond its control.
The names "Fresco'sm' Index Shares Funds" and "Trustees of Fresco'sm'
Index Shares Funds" refer respectively to the Trust created and the Trustees, as
trustees, not individually or personally, acting from time to time under a
Declaration of Trust dated February 13, 2002 with respect to Fresco'sm' Index
Shares Funds, which is hereby referred to and a copy of which is on file at the
office of the Secretary of The Commonwealth of Massachusetts and at the
principal office of the Trust. The obligations of "Fresco'sm' Index Shares
Funds" entered into the name or on behalf thereof by any of the Trustees,
officers, representatives or agents are made not individually, but in such
capacities, and are not binding upon any of the Trustees, shareholders,
officers, representatives or agents of the Trust personally, but bind only the
respective Trust Property (as defined in the Declaration of Trust), and all
persons dealing with any class of shares of the Trust must look solely to the
Trust Property belonging to such class for the enforcement of any claims against
the Trust.
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The Trust shall indemnify and hold the Administrator harmless from all
loss, cost, damage and expense, including reasonable fees and expenses for
counsel, incurred by the Administrator resulting from any claim, demand, action
or suit in connection with the Administrator's acceptance of this Agreement, any
action or omission by it in the performance of its duties hereunder, or as a
result of acting upon any instructions reasonably believed by it to have been
duly authorized by the Trust, provided that this indemnification shall not apply
to actions or omissions of the Administrator, its officers or employees in cases
of its or their own negligence or willful misconduct and, provided further, that
the Trust shall not be liable under this Section for any amount paid in
settlement of claims without the Trust's consent, unless such consent is
unreasonably withheld.
The indemnification contained herein shall survive the termination of
this Agreement.
9. CONFIDENTIALITY
The Administrator agrees that, except as otherwise required by law or
in connection with any required disclosure to a banking or other regulatory
authority, it will keep confidential all records and information in its
possession relating to the Trust or its shareholders or shareholder accounts and
will not disclose the same to any person except at the request or with the
written consent of the Trust.
10. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS
The Trust assumes full responsibility for complying with all
securities, tax, commodities and other laws, rules and regulations applicable to
it.
In compliance with the requirements of Rule 31a-3 under the 1940 Act,
the Administrator agrees that all records which it maintains for the Trust shall
at all times remain the property of the Trust, shall be readily accessible
during normal business hours, and shall be promptly surrendered upon the
termination of the Agreement or otherwise on written request. The Administrator
further agrees that all records which it maintains for the Trust pursuant to
Rule 31a-1 under the 1940 Act will be preserved for the periods prescribed by
Rule 31a-2 under the 1940 Act unless any such records are earlier surrendered as
provided above. Records shall be surrendered in usable machine-readable form.
11. SERVICES NOT EXCLUSIVE
The services of the Administrator to the Trust are not to be deemed
exclusive, and the Administrator shall be free to render similar services to
others. The Administrator shall be deemed to be an independent contractor and
shall, unless otherwise expressly provided herein or authorized by the Trust
from time to time, have no authority to act or represent the Trust in any way or
otherwise be deemed an agent of the Trust.
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12. TERM, TERMINATION AND AMENDMENT
This Agreement shall become effective on the date of its execution and
shall remain in full force and effect from the effective date for an initial
term of two years from the effective date and shall automatically continue in
full force and effect after such initial term unless either party terminates
this Agreement by written notice to the other party at least sixty (60) days
prior to the expiration of the initial term. Either party may terminate this
Agreement at any time after the initial term upon at least sixty (60) days'
prior written notice to the other party. Termination of this Agreement with
respect to any given Fund shall in no way affect the continued validity of this
Agreement with respect to any other Fund. Upon termination of this Agreement
with respect to a Fund, Schedule A shall be amended as necessary to reflect the
Funds subject to the terms of this Agreement. Upon termination of this
Agreement, the Trust shall pay to the Administrator such compensation and any
reimbursable expenses as may be due under the terms hereof as of the date of
such termination, including reasonable out-of-pocket expenses associated with
such termination. This Agreement may be modified or amended from time to time by
mutual written agreement of the parties hereto. Notwithstanding the foregoing,
the Trust may terminate this Agreement (i) upon thirty (30) days' prior written
notice to the Administrator that the Administrator is in breach of this
Agreement, and the Administrator within such period fails to cure such breach,
(ii) upon intervention of bankruptcy or receivership with respect to the
Administrator or (iii) upon the execution by the Administrator of any assignment
for the benefit of creditors. Any such termination shall be in addition to, and
not in lieu of, any rights the Trust may have at law or in equity against the
Administrator.
13. NOTICES
Any notice or other communication authorized or required by this
Agreement to be given to either party shall be in writing and deemed to have
been given when delivered in person or by confirmed facsimile, or posted by
certified mail, return receipt requested, to the following address (or such
other address as a party may specify by written notice to the other):
if to the Trust, on behalf of a Fund:
Fresco'sm' Index Shares Funds
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax number (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇ ▇. Doberman, Esq.
if to the Administrator:
State Street Bank and Trust Company
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇ ▇▇▇▇▇/▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Fax number (▇▇▇) ▇▇▇-▇▇▇▇
Attn:Fund Administration Legal Department
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14. NON-ASSIGNABILITY
This Agreement shall not be assigned by either party hereto without the
prior consent in writing of the other party, except that the Administrator may
assign this Agreement to a successor of all or a substantial portion of its
business, or to a party controlling, controlled by or under common control with
the Administrator.
15. SUCCESSORS
This Agreement shall be binding on and shall inure to the benefit of
the Trust and the Administrator and their respective successors and permitted
assigns.
16. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties
hereto with respect to the subject matter hereof and supersedes all previous
representations, warranties or commitments regarding the services to be
performed hereunder whether oral or in writing.
17. WAIVER
The failure of a party to insist upon strict adherence to any term of
this Agreement on any occasion shall not be considered a waiver nor shall it
deprive such party of the right thereafter to insist upon strict adherence to
that term or any term of this Agreement. Any waiver must be in writing signed by
the waiving party.
18. SEVERABILITY
If any provision of this Agreement is invalid or unenforceable, the
balance of the Agreement shall remain in effect, and if any provision is
inapplicable to any person or circumstance it shall nevertheless remain
applicable to all other persons and circumstances.
19. GOVERNING LAW
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The Commonwealth of
Massachusetts, except with respect to the conflicts of laws provisions thereof.
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20. REPRODUCTION OF DOCUMENTS
This Agreement and all schedules, exhibits, attachments and amendments
hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties hereto
all/each agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the
original is in existence and whether or not such reproduction was made by a
party in the regular course of business, and that any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in
evidence.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written above.
FRESCO'sm' INDEX SHARES FUNDS
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇
Title: Trustee
STATE STREET BANK AND TRUST COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
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FRESCO'sm' INDEX SHARES FUNDS
ADMINISTRATION AGREEMENT
SCHEDULE A
Listing of Funds and Authorized Shares
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Fund Authorized Shares
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FRESCO'sm' Dow ▇▇▇▇▇ STOXX 50'sm' Fund Unlimited
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FRESCO'sm' Dow ▇▇▇▇▇ EURO STOXX 50'sm' Fund Unlimited
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FRESCO'sm' INDEX SHARES FUNDS
ADMINISTRATION AGREEMENT
SCHEDULE B
Notice Filing with
State Securities Administrators
At the specific direction of the Trust, the Administrator will prepare required
documentation and make Notice Filings in accordance with the securities laws of
each jurisdiction in which Trust shares are to be offered or sold pursuant to
instructions given to the Administrator by the Trust.
The Trust shall be solely responsible for the determination (i) of those
jurisdictions in which Notice Filings are to be submitted and (ii) the number of
Trust shares to be permitted to be sold in each such jurisdiction. In the event
that the Administrator becomes aware of (a) the sale of Trust shares in a
jurisdiction in which no Notice Filing has been made or (b) the sale of Trust
shares in excess of the number of Trust shares permitted to be sold in such
jurisdiction, the Administrator shall report such information to the Trust, and
it shall be the Trust's responsibility to determine appropriate corrective
action and instruct the Administrator with respect thereto.
The Blue Sky services shall consist of the following:
1. Filing of Trust's Initial Notice Filings, as directed by the Trust;
2. Filing of Trust's renewals and amendments as required;
3. Filing of amendments to the Trust's registration statement where
required;
4. Filing Trust sales reports where required;
5. Payment at the expense of the Trust of all Trust Notice Filing
fees;
6. Filing the Prospectuses and Statements of Additional Information
and any amendments or supplements thereto where required;
7. Filing of annual reports and proxy statements where required; and
8. The performance of such additional services as the Administrator
and the Trust may agree upon in writing.
Unless otherwise specified in writing by the Administrator, Blue Sky services by
the Administrator shall not include determining the availability of exemptions
under a jurisdiction's blue sky law. Any such determination shall be made by the
Trust or its legal counsel. In connection with the services described herein,
the Trust shall issue in favor of the Administrator a power of attorney to
submit Notice Filings on behalf of the Trust, which power of attorney shall be
substantially in the form of Exhibit I attached hereto.
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EXHIBIT I
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, as of February 15, 2002, that FRESCO'sm' INDEX
SHARES FUNDS with principal offices at ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇ (the "Trust") makes, constitutes, and appoints STATE STREET BANK AND TRUST
COMPANY (the "Administrator") with principal offices at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ its lawful attorney-in-fact for it to do as if it were
itself acting, the following:
1. REGISTRATION OF TRUST SHARES. The power to register shares of the Company in
each jurisdiction in which Company shares are offered or sold and in
connection therewith the power to prepare, execute, and deliver and file any
and all Company applications, including without limitation, applications to
register shares, consents, including consents to service of process, reports,
including without limitation, all periodic reports, claims for exemption, or
other documents and instruments now or hereafter required or appropriate in
the judgment of the Administrator in connection with the registration of
Company shares.
2. CHECKS. The power to endorse, and deposit checks in the name of the Funds in
connection with the notice filings of the Funds' shares with state securities
administrators.
3. AUTHORIZED SIGNERS. Pursuant to this Limited Power of Attorney, individuals
holding the titles of Officer, Blue Sky Manager, or Senior Blue Sky
Administrator at the Administrator shall have authority to act on behalf of
the Company with respect to item 1 above.
The execution of this limited power of attorney shall be deemed coupled with an
interest and shall be revocable only upon receipt by the Administrator of such
termination of authority. Nothing herein shall be construed to constitute the
appointment of the Administrator as or otherwise authorize the Administrator to
act as an officer, director or employee of the Trust.
IN WITNESS WHEREOF, the Trust has caused this Agreement to be executed in its
name and on its behalf by and through its duly authorized officer, as of the
date first written above.
FRESCO'sm' INDEX SHARES FUNDS
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇
Title: Trustee