Exhibit 99.A8
BOOK-ENTRY ONLY CERTIFICATES UNIT INVESTMENT TRUST (UIT) SECURITIES
LETTER OF REPRESENTATIONS
[To be Completed by Sponsor and Trustee]
Nasdaq Financial Products Services
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[Name of Sponsor]
Bank of New York
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[Name of Trustee]
November 8, 2002
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Attention: General Counsel's Office
THE DEPOSITORY TRUST COMPANY
55 Water Street 49th Floor
New York, NY 10041-0099
Re: Please see attachment
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(4 Funds)
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[Issue description, including CUSIP number]
Ladies and Gentlemen:
This letter sets forth our understanding with respect to certain matters
relating to the above-referenced units (the "Securities") of a unit investment
trust ("UIT"), CUSIP number 09348R409, 09348R201, 09348R300, 09348R102. The
Securities were created and issued pursuant to a trust indenture or other such
document authorizing the issuance of the Securities dated November 8, 2002,
between the Trustee and Sponsor. Sponsor is distributing the Securities through
The Depository Trust Company ("DTC").
To induce DTC to accept the Securities as eligible for deposit at DTC, and
to act in accordance with its Rules with respect to the Securities, Trustee
makes the following representations
to DTC:
1. Following the closing on the Securities on 11/8/02, Trustee shall
utilize DTC's Fast Reject and Confirmation ("FRAC") function available on the
Participant Terminal System to confirm a shipment control list ("SCL"), or some
other statement, such as an initial transaction statement, evidencing the
issuance of Securities recorded on the Trustee's books and records in the name
of Cede & Co. Trustee shall also confirm to DTC the amount of the Securities
recorded in the name of Cede & Co. on a daily or other periodic basis in
accordance with the provisions of the Balance Certificate Agreement and the
Transfer Agent FAST Criteria Agreement currently in effect between Trustee and
DTC. Trustee agrees that such confirmation by Trustee shall be deemed to be a
statement that there are no liens, restrictions, or adverse claims arising
through the company or issuer to which the Securities are or may be subject.
2. In the event of any solicitation of consents from or voting by holders
of the Securities, Trustee shall establish a record date for such purposes (with
no provision for revocation of consents or votes by subsequent holders) and
shall send notice of such record date to DTC no fewer than 15 calendar days in
advance of such record date. Notices to the DTC pursuant to this Paragraph by
telecopy shall be directed to DTC's Reorganization Department, Proxy Unit, at
(212) 855-5181 or (212) 855-5182. If the party sending the notice does not
receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-5202. Notices to DTC pursuant to
this Paragraph, by mail or by any other means, shall be sent to:
Supervisor, Proxy Unit
Reorganization Department
The Depository Trust Company
55 Water Street 50th Floor
New York, NY 10041-0099
3. On each day on which Trustee is open for business and on which it
receives an instruction originated by a DTC participant ("Participant") through
DTC's Deposit/Withdrawal at Custodian ("DWAC") system to increase the
Participant's account by a specified number of Securities (a "Deposit
Instruction"), Trustee shall, no later than 6:30 p.m. (Eastern Time) that day,
either approve or cancel the Deposit Instruction through the DWAC system.
On each day on which Trustee is open for business and on which it receives
an instruction originated by a Participant through DTC's DWAC system to
decrease the Participant's account by a specified number of Securities (a
"Withdrawal Instruction"), Trustee shall, no later than 6:30 p.m. (Eastern Time)
that day, either approve or cancel the Withdrawal Instruction through the DWAC
system.
Trustee agrees that its approval of a Deposit or Withdrawal Instruction
shall be deemed to be the receipt by DTC of a new reregistered certificated
Security or registration of transfer to the name of Cede & Co. for the
quantity of Securities evidenced by the Balance Certificate after the Deposit or
Withdrawal Instruction is effected.
4. Trustee shall confirm in writing the number of Securities represented
by the Balance Certificate as often as DTC may reasonably request.
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5. In the event of an offering issuance of rights with respect to the
Securities outstanding, Trustee shall send DTC's Dividend and Reorganization
Departments a notice specifying: (a) the amount of and conditions, if any,
applicable to such rights offering or issuance; (b) any applicable expiration or
deadline date, or any date by which any action on the part of holders of such
Securities is required; and (c) the date such notice shall be distributed (the
"Publication Date"). The Publication Date shall be as soon as practicable after
the announcement by the company issuing the underlying securities of any such
offering or issuance of rights with respect to the Securities outstanding. DTC
requires that the Publication Date be no fewer than 30 days nor more than 60
days prior to the related offering or issuance date, respectively. Such notices
to DTC pursuant to this Paragraph by telecopy shall be directed to DTC's
Dividend Department at (212) 855-4545 and receipt of such notice shall be
confirmed by telephoning (212) 855-4530. Such notices to DTC's Dividend
Department pursuant to this Paragraph, by mail or by any other means, shall be
sent to:
Supervisor, Stock Dividends
Dividend Department
The Depository Trust Company
55 Water Street 25th Floor
New York, NY 10041-0099
Notices to DTC pursuant to the above by telecopy shall be directed to
DTC's Reorganization Department at (212) 855-5259 and receipt of such notice
shall be confirmed by telephoning (212) 855-5260. Such notices to DTC's
Reorganization Department pursuant to the above, by mail or by any other means,
shall be sent to:
Supervisor, Rights Offerings
Reorganization Department
The Depository Trust Company
55 Water Street 50th Floor
New York, NY 10041-0099
6. Except for termination of the UIT, the Securities will not be callable
or otherwise redeemable except at the option of the holders. In the event of
termination, except by vote of the holders, and to the extent possible in the
event of termination by vote of the holders, Trustee shall give DTC notice of
such event no fewer than 30 days nor more than 60 days prior to the termination
date. Such notice, if by telecopy, shall be directed to DTC's Reorganization
Department at (212) 855-5488. If the party sending the notice does not receive a
telecopy receipt from DTC confirming that the notice has been received, such
party shall telephone (212) 855-5290. Notices to DTC pursuant to this Paragraph,
by mail or by any other means, shall be sent to:
Manager, Reorganization Department
Reorganization Window
The Depository Trust Company
55 Water Street 50th Floor
New York, NY 10041-0099
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7. General notices, other than notices of distributions, to DTC shall be
forwarded by telecopy to DTC's Reorganization Department at (212) 855-5488. If
the party sending the notice does not receive a telecopy receipt from DTC
confirming that the notice has been received, such party shall telephone (212)
855-5135. Such notices, by mail or by any other means, shall be sent to the
address set forth in Paragraph 6.
8. DTC shall provide to Sponsor or Trustee, at either's request and
expense, listings of DTC Participants' holdings, known as Security Positions
Listings ("SPLs") with respect to the Securities, Sponsor or Trustee shall
provide DTC's Reorganization Department, Proxy Unit with a written request
indicating: (a) the CUSIP number; (b) the purpose of the request; and (c) the
request dates of such listings(s). Sponsor or Trustee will also provide DTC
with such exemplars of signatures and authorizations to act as may reasonably
be deemed necessary by DTC to permit DTC to discharge its obligations to its
Participants and regulatory authorities upon DTC's request. DTC charges a fee
for SPLs. This authorization, unless revoked by Sponsor, shall continue with
respect to the Securities while the Securities are on deposit at DTC, until and
unless Trustee shall no longer be acting. In such event, Sponsor shall provide
DTC with similar evidence, satisfactory to DTC, of the authorization of any
successor thereto so to act. Requests for SPLs shall be directed to DTC's
Reorganization Department by telecopy at (212) 855-5183 and receipt of such
requests shall be confirmed by telephoning (212) 855-5200. Requests for SPLs,
by mail or any other means, shall be directed to the address indicated in
Paragraph 2.
9. All notices and payment advices sent to DTC shall contain the CUSIP
number of the Securities.
10. In the event of a distribution or payment with respect to the
Securities, Trustee shall establish a record date for such purposes and shall
send notice to DTC no fewer than 15 calendar days in advance of such record
date. Trustee shall also notify DTC of the distribution date for any
distribution of income with respect to the Securities. On the record date,
Trustee shall notify DTC of the amount per unit of any such distribution. This
notice shall be marked "TIME CRITICAL" and forwarded by telecopy to DTC's
Dividend Department at (212) 855-4563 and receipt of such notice shall be
confirmed by telephoning (212) 855-4550. Notice to DTC, by mail or by any other
means, (with receipt) shall be sent to;
Manager, Announcements
Dividend Department
The Depository Trust Company
55 Water Street 25th Floor
New York, NY 10041-0099
11. Trustee shall notify DTC's Dividend Department of the payment and
payment date no fewer than five business days prior to the effective date for
such transaction. Such notice shall be directed to DTC's Dividend Department as
indicated in Paragraph 10.
12. Trustee shall provide a written notice of dividend payment
information to DTC as soon as the information is available. Trustee shall
provide such notice directly to DTC electronically, as previously arranged by
Trustee, as soon as the payment information is available. If electronic
transmission has not been arranged, such notice shall be sent by telecopy to
DTC's Dividend Department at (212) 855-4563, and receipt of such notice shall
be confirmed by telephoning (212) 855-4550. Notice to DTC pursuant to this
Paragraph, by mail or by any other
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means, shall be sent to the address indicated in Paragraph 10.
13. Trustee shall provide DTC, no later than 12:00 noon (Eastern Time)
on the payment date, automated notification of CUSIP-level detail. If the
circumstances prevent the funds paid to DTC from equaling the dollar amount
associated with the detail payments by 12:00 noon (Eastern Time), Trustee must
provide CUSIP-level reconciliation to DTC no later than 2:30 p.m. (Eastern
Time). Reconciliation must be provided by either automated means or written
format. Such reconciliation notice, if sent by telecopy to DTC's Dividend
Department shall be directed to (212) 855-4633, and receipt of such notice
shall be confirmed by telephoning (212) 855-4430.
14. Dividend payments and distributions shall be received by Cede & Co.
as nominee of DTC, or its registered assigns, in same-day funds no later than
2:30 p.m. (Eastern Time) on the payment date. Issuer shall remit by 1:00 p.m.
(Eastern Time) on the payment date, dividend payments due Trustee, or at such
earlier time as may be required by Trustee to guarantee that DTC shall receive
payment in same-day funds no later than 2:30 p.m. (Eastern Time) on the
payment date. Absent any other arrangements between Trustee and DTC, such funds
shall be wired to the Dividend Deposit Account number that will be stamped on
the signature page hereof at the time DTC executes this Letter of
Representations.
15. DTC may direct Trustee to use any other number or address as the
number or address to which notices or payments of dividends or distributions may
be sent.
16. In the event that Sponsor determines that beneficial owners of
Securities shall be able to obtain credit for Securities, Sponsor shall cause
Trustee to notify DTC of a withdrawal of securities through DWAC and Trustee
shall credit Participants holding Securities in their accounts. Subsequently,
Participants shall credit any beneficial owners of Securities.
17. DTC may discontinue providing its services as securities depository
with respect to the Securities at any time by giving reasonable notice to
Trustee (at which time DTC will confirm with Trustee the aggregate principal
amount of Securities outstanding). Under such circumstances, at DTC's request,
Sponsor and Trustee shall cooperate fully with DTC by taking appropriate action
to confirm position and credit any Participant having Securities credited to its
DTC accounts.
18. Nothing herein shall be deemed to require Trustee to advance funds
on behalf of Sponsor.
19. This Letter of Representations may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts together shall constitute but one and the same
instrument.
20. This Letter of Representations shall be governed by, and construed
in accordance with, the laws of the State of New York, without giving effect
to principles of conflicts of law.
21. The sender of each notice delivered to DTC pursuant to this Letter
of Representations is responsible for confirming that such notice was properly
received by DTC.
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22. Sponsor recognizes that DTC does not in any way undertake to, and
shall not have any responsibility to, monitor or accertain the compliance of any
transactions in the Securities with the following, as amended from time to time:
(a) any exemptions from registration under the Securities Act of 1933; (b) the
Investment Company Act of 1940; (c) the Employee Retirement Income Security Act
of 1974; (d) the Internal Revenue Code of 1986; (e) any rules of any
self-regulatory organizations (as defined under the Securities Exchange Act of
1934); or (f) any other local, state, or federal laws or regulations thereunder.
23. Sponsor and Trustee shall comply with applicable requirements stated
in DTC's Operational Arrangements, as they may be amended from time to time.
DTC's Operational Arrangements are posted on DTC's website at "www.DTC.org."
24. The following rider(s), attached hereto, are hereby incorporated
into this Letter of Representations:
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Notes:
A. If there is a Sponsor (as defined in this Letter of
Representations), Sponsor, as well as Trustee, must
sign this Letter. If there is no Sponsor, in signing
this Letter Trustee itself undertakes to perform all
of the obligations set forth herein.
B. Schedule B contains statements that DTC
believes accurately describe DTC, the method of
effecting book-entry transfers of securities
distributed through DTC, and certain related
matters.
Very truly yours,
NASDAQ Financial Products
Services, Inc.
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[Sponsor]
By: John L. Jacobs
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[Authorized Officer's Signature]
The Bank of New York
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[Trustee]
By: /s/ Alfred Irving
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[Authorized Officer's Signature]
Received and Accepted:
THE DEPOSITORY TRUST COMPANY
cc: Underwriter
Underwriter's Counsel
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BLDRS
461-0002 NASDAQ BLDRS Europe 100 ADR Index Fund
Ticker ADRU
Cusip 09348R409
ISIN US09348R4092
461-0003 NASDAQ BLDRS Developed Mkts 100 ADR Index Fund
Ticker ADRD
Cusip 09348R201
ISIN US09348R2013
461-0004 NASDAQ BLDRS Emerging Mkts 50 ADR Index Fund
Ticker ADRE
Cusip 09348R300
ISIN US09348R3003
461-0005 NASDAQ BLDRS Asia 50 ADR Index Fund
Ticker ADRA
Cusip 09348R102
ISIN US09348R1023
SCHEDULE A
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[Describe Issue]
CUSIP Number Share Total Offering ($) Value
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09348R409 400,000 $44.95
09348R201 400,000 $45.05
09348R300 400,000 $50.55
09348R102 400,000 $48.76
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SCHEDULE B
SAMPLE OFFERING DOCUMENT LANGUAGE
DESCRIBING BOOK-ENTRY-ONLY ISSUANCE
(Prepared by DTC--bracketed material may be applicable only to certain issues)
1. The Depository Trust Company ("DTC"), New York, NY, will act as
securities depository for the securities (the "Securities"). The Securities will
be issued as fully-registered securities registered in the name of Cede & Co.
(DTC's partnership nominee) or such other name as may be requested by an
authorized representative of DTC. One fully-registered Security certificate will
be issued for [each issue of] the Securities, [each] in the aggregate principal
amount of such issue, and will be deposited with DTC. [If, however, the
aggregate principal amount of [any] issue exceeds $400 million, one certificate
will be issued with respect to each $400 million of principal amount and an
additional certificate will be issued with respect to any remaining principal
amount of such issue.]
2. DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within
the meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants ("Direct Participants")
deposit with DTC. DTC also facilitates the settlement among Direct Participants
of securities transactions, such as transfers and pledges, in deposited
securities through electronic computerized book-entry changes in Direct
Participants' accounts, thereby eliminating the need for physical movement of
securities certificates. Direct Participants include securities brokers and
dealers, banks, trust companies, clearing corporations, and certain other
organizations. DTC is owned by a number of its Direct Participants and by the
New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National
Association of Securities Dealers, Inc. Access to the DTC system is also
available to others such as securities brokers and dealers, banks, and trust
companies that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly ("Indirect Participants"). The Rules
applicable to DTC and its Direct and Indirect Participants are on file with the
Securities and Exchange Commission.
3. Purchases of Securities under the DTC system must be made by or through
Direct Participants, which will receive a credit for the Securities on DTC's
records. The ownership interest of each actual purchaser of each Security
("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation
from DTC of their purchase, but Beneficial Owners are expected to receive
written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction. Transfers of ownership
interests in the Securities are to be accomplished by entries made on the books
of Direct and Indirect Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive certificates representing their ownership
interests in Securities, except in the event that use of the book-entry system
for the Securities is discontinued.
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4. To facilitate subsequent transfers, all Securities deposited by Direct
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. or such other name as may be requested by an authorized
representative of DTC. The deposit of Securities with DTC and their registration
in the name of Cede & Co. or such other nominee do not effect any change in
beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of
the Securities; DTC's records reflect only the identity of the Direct
Participants to whose accounts such Securities are credited, which may or may
not be the Beneficial Owners. The Direct and Indirect Participants will remain
responsible for keeping account of their holdings on behalf of their customers.
5. Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time. [Beneficial Owners of Securities may wish to
take certain steps to augment transmission to them of notices of significant
events with respect to the Securities, such as redemptions, tenders, defaults,
and proposed amendments to the security documents. Beneficial Owners of
Securities may wish to ascertain that the nominee holding the Securities for
their benefit has agreed to obtain and transmit notices to Beneficial Owners, or
in the alternative, Beneficial Owners may wish to provide their names and
addresses to the registrar and request that copies of the notices be provided
directly to them.]
[6. Redemption notices shall be sent to DTC. If less than all of the
Securities within an issue are being redeemed, DTC's practice is to determine by
lot the amount of the interest of each Direct Participant in such issue to be
redeemed.]
7. Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or
vote with respect to the Securities. Under its usual procedures, DTC mails an
Omnibus Proxy to Issuer as soon as possible after the record date. The Omnibus
Proxy assigns Cede & Co.'s consenting or voting rights to those Direct
Participants to whose accounts the Securities are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
8. Redemption proceeds, distributions, and dividend payments on the
Securities will be made to Cede & Co., or such other nominee as may be requested
by an authorized representative of DTC. DTC's practice is to credit Direct
Participants' accounts, upon DTC's receipt of funds and corresponding detail
information from Issuer or Agent on payable date in accordance with their
respective holdings shown on DTC's records. Payments by Participants to
Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in
bearer form or registered in "street name," and will be the responsibility of
such Participant and not of DTC, Agent, or Issuer, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of
redemption proceeds, distributions, and dividends to Cede & Co. (or such other
nominee as may be requested by an authorized representative of DTC) is the
responsibility of Issuer or Agent, disbursement of such payments to Direct
Participants shall be the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners shall be the responsibility of Direct and
Indirect Participants.
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[9. A Beneficial Owner shall give notice to elect to have its Securities
purchased or tendered, through its Participant, to [Tender/Remarketing] Agent,
and shall effect delivery of such Securities by causing the Direct Participant
to transfer the Participant's interest in the Securities, on DTC's records, to
[Tender/Remarketing] Agent. The requirement for physical delivery of Securities
in connection with an optional tender or a mandatory purchase will be deemed
satisfied when the ownership rights in the Securities are transferred by Direct
Participants on DTC's records and followed by a book-entry credit of tendered
Securities to [Tender/Remarketing] Agent's DTC account.]
10. DTC may discontinue providing its services as securities depository
with respect to the Securities at any time by giving reasonable notice to Issuer
or Agent. Under such circumstances, in the event that a successor securities
depository is not obtained, Security certificates are required to be printed and
delivered.
11. Issuer may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository). In that event,
Security certificates will be printed and delivered.
12. The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that Issuer believes to be reliable, but
Issuer takes no responsibility for the accuracy thereof.
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