Schedule 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities and Exchange Act
of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

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FRESCO INDEX SHARES FUNDS

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Payment of Filing Fee (Check the appropriate box:)

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transactions applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rules 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

FRESCO INDEX SHARES FUNDS
c/o UBS Global Asset Management (US) Inc.
51 West 52nd Street
New York, NY 10019

April 23, 2004

Dear Shareholders:

A special meeting of shareholders of the Fresco Index Shares Funds (the
"Trust") will be held at 2:00 p.m. on June 16, 2004, at 51 West 52nd Street,
16th Floor, New York, New York 10019. A Notice and Proxy Statement regarding the
meeting, a proxy card for your vote, and a postage prepaid envelope in which to
return your proxy are enclosed.

UBS Global Asset Management (US) Inc. ("UBS Global AM") has advised the
Board of Trustees of the Trust that UBS Global AM has made a business decision
to exit the exchange-traded funds ("ETF") business in the United States and
accordingly, wishes to resign as investment adviser and distributor for the
Trust. Therefore, a new investment advisory agreement for the funds of Trust
(each a "Fund" and collectively the "Funds") will be required. For this reason,
shareholders are being asked to approve a new investment advisory agreement
between the Trust on behalf of each Fund and SSgA Funds Management, Inc. ("SSgA
FM"). Shareholders are also being asked to elect five new Trustees (the
"Trustee-Nominees"). The Trustee-Nominees are currently trustees of the SSgA
FM's streetTRACKS[RegTM] Series Trust. The current Trustees of the Trust intend
to resign, if the new investment advisory agreement is approved by shareholders.
The Board of Trustees of the Trust recommends that you elect to the Board the
Trustee-Nominees who are standing for election and approve the proposed
investment advisory agreement with SSgA FM.

Respectfully,

/s/David M. Goldenberg
DAVID M. GOLDENBERG
Secretary

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SHAREHOLDERS ARE STRONGLY URGED TO SIGN AND MAIL THE ENCLOSED PROXY IN THE
ENCLOSED ENVELOPE TO ENSURE A QUORUM AT THE MEETING.
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FRESCO INDEX SHARES FUNDS

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

June 16, 2004

To the Shareholders of
Fresco Index Shares Funds:

NOTICE IS HEREBY GIVEN that a special meeting of shareholders of Fresco
Index Shares Funds (the "Trust") will be held at 51 West 52nd Street, 16th
Floor, New York, New York 10019, on June 16, 2004, at 2:00 p.m., local time, for
the following purposes:

1. To approve or disapprove a proposed Investment Advisory Agreement
between the Trust on behalf of each fund of the Trust and SSgA Funds
Management, Inc.

2. If Proposal Number 1 is approved, to elect five new Trustees.

3. To transact such other business as may properly come before the
meeting or any adjournments thereof.

You are cordially invited to attend the meeting. Shareholders who do not
expect to attend the meeting in person are requested to complete, date and sign
the enclosed form of proxy and return it promptly in the envelope provided for
that purpose. You may nevertheless vote in person at the meeting if you choose
to attend the meeting. The enclosed proxy is being solicited by the Board of
Trustees of the Trust.

By order of the Board of Trustees,

/s/David M. Goldenberg
DAVID M. GOLDENBERG
Secretary

April 23, 2004

FRESCO INDEX SHARES FUNDS
c/o UBS Global Asset Management (US) Inc.
51 West 52nd Street
New York, NY 10019

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PROXY STATEMENT
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INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of Fresco Index Shares Funds (the "Trust") for
use at the special meeting of shareholders, to be held at 51 West 52nd Street,
16th Floor, New York, New York 10019, on June 16, 2004, at 2:00 p.m., local
time, and at any adjournments thereof.

This Proxy Statement and the form of proxy are being mailed to shareholders
on or about April 23, 2004. Any shareholder giving a proxy has the power to
revoke it by mail (addressed to Secretary, Fresco Index Shares Funds, c/o UBS
Global Asset Management (US) Inc., 51 West 52nd Street, New York, NY 10019), or
in person at the meeting, by executing a superseding proxy or by submitting a
notice of revocation to the Trust. All properly executed proxies received in
time for the meeting will be voted as specified in the proxy or, if no
specification is made, for the proposal referred to in this Proxy Statement. For
purposes of determining the presence of a quorum for transacting business at the
Meeting, executed proxies marked as abstentions and broker "non-votes" (that is,
proxies from brokers or nominees indicating that such persons have not received
instructions from the beneficial owners or other persons entitled to vote shares
on a particular matter with respect to which the brokers or nominees do not have
discretionary power) will be treated as shares that are present for quorum
purposes but which have not been voted. Accordingly, abstentions and broker
non-votes will have the same effect as a "No" vote on Proposal 1 for which a
"vote of a majority of the outstanding voting securities" of a Fund which is
defined under the 1940 Act as the lesser of the vote of (i) 67% or more of the
shares of a Fund entitled to vote thereon present at the special shareholder
meeting if the holders of more than 50% of such outstanding shares of such Fund
are present in person or represented by proxy; or (ii) more than 50% of the
outstanding shares of such Fund entitled to vote thereon, is required; and
Proposal 2, for which the required vote is a majority of the votes cast.

The Board of Trustees has fixed the close of business on April 15, 2004 as
the record date (the "Record Date") for the determination of shareholders
entitled to notice of and to vote at the meeting and at any adjournments
thereof. Shareholders on the Record Date will be entitled to one vote for each
share held, with no shares having cumulative voting rights. As of the Record
Date, the Fresco Dow Jones STOXX 50 Fund had outstanding 750,000 shares of
beneficial interest and the Fresco Dow Jones EURO STOXX 50 Fund had outstanding
1,950,000 shares of beneficial interest.

Management of the Trust knows of no item of business other than those
mentioned in Proposals 1 and 2 of the Notice of Meeting that will be presented
for consideration at the meeting. If any other matter is properly presented, it
is the intention of the persons named in the enclosed proxy to vote in
accordance with their best judgment.

The Trust will furnish, without charge, a copy of its annual report for its
fiscal year ended September 30, 2003 to any shareholder requesting such report.
Requests for the annual report should be made by writing to Fresco Index Shares
Funds, c/o UBS Global Asset Management (US) Inc., 51 West 52nd Street, New York,
NY 10019, attention: Secretary, or by calling 1-800-647-1568.

PROPOSAL 1--APPROVAL OR DISAPPROVAL OF PROPOSED
INVESTMENT ADVISORY AGREEMENT

Shareholders of the Trust are being asked to approve a new investment
advisory agreement (the "Proposed Investment Advisory Agreement") with SSgA
Funds Management, Inc. ("SSgA FM") which, if approved, would replace the current
investment advisory agreement with UBS Global Asset Management (US) Inc. ("UBS
Global AM")(the "Current Investment Advisory Agreement"). Under the Proposed
Investment Advisory Agreement, SSgA FM would provide investment advisory
services to each fund of the Trust (each a "Fund" and collectively the "Funds")
under the same unitary fee structure as is currently in place for the Funds, at
the same rate currently paid to UBS Global AM. It is also anticipated that SSgA
FM and its affiliates will provide a range of services that is comparable to
those presently furnished by UBS Global AM and its affiliates. If the Proposed
Investment Advisory Agreement is approved, the Funds would be renamed to be
consistent with SSgA FM's existing streetTRACKS[RegTM] family of exchange-traded
funds ("ETFs"). The Board of Trustees has determined that the Proposed
Investment Advisory Agreement is in the best interests of each Fund and its
shareholders. If approved, the Proposed Investment Advisory Agreement will go
into effect as of July 1, 2004 for an initial two-year term, and would remain in
effect thereafter for successive annual periods as long as such continuance is
approved in accordance with the Investment Company Act of 1940, as amended (the
"1940 Act"). If the shareholders do not approve the Proposed Investment Advisory
Agreement, UBS Global AM will continue to serve as investment adviser to the
Trust but may propose other options to the Board of Trustees, such as the
liquidation of the Funds.

The Board of Trustees recommends that shareholders vote in favor of the
Proposed Investment Advisory Agreement. The reasons for the Board's decision are
discussed below. A description of the Proposed Investment Advisory Agreement,
including the services to be provided by SSgA FM thereunder, is set forth below.
The description is qualified in its entirety by reference to the form of the
Proposed Investment Advisory Agreement attached to this Proxy Statement as
Appendix A.

The Current Investment Advisory Agreement

The Current Investment Advisory Agreement, between the Trust and UBS Global
AM, was approved by the Board of Trustees, including a majority of the trustees
who are not "interested persons" (as defined in the 1940 Act) of any party
thereto (the "Independent Trustees"), at the organizational meeting of the Board
of Trustees of the Trust held on August 19, 2002 and was approved by the initial
shareholder. Under the terms of the Current Investment Advisory Agreement, UBS
Global AM furnishes certain investment advisory and portfolio management
services to each Fund. The Current Investment Advisory Agreement provides that
UBS Global AM is not liable for any act or omission, error of judgment or
mistake of law, or for any loss suffered by a Fund in connection with matters to
which the Current Investment Advisory Agreement relates, except for losses
resulting from willful misfeasance, bad faith or gross negligence on the part of
UBS Global AM in the performance of its duties, or from reckless disregard by
UBS Global AM of its obligations and duties under the Current Investment
Advisory Agreement.

For its services under the Current Investment Advisory Agreement, UBS
Global AM receives a unitary fee, computed weekly and payable monthly, at the
contractual rate of 0.29% per annum as a percentage of each respective Fund's
average daily net assets. UBS Global AM pays the operating expenses of each
Fund, except for the management fee, brokerage, taxes, interest, fees and
expenses of the Independent Trustees of the Trust (including Trustees' counsel
fees), litigation expenses and any other extraordinary expenses.

For the fiscal year ended September 30, 2003, the Funds paid the following
amounts to UBS Global AM:

Fund Name Amount Paid
--------- -----------
Fresco Dow Jones STOXX 50 Fund ............... $ 60,901
Fresco Dow Jones EURO STOXX 50 Fund .......... $401,958

The Proposed Investment Advisory Agreement

The material terms of the Proposed Investment Advisory Agreement are
substantially similar to the terms of the Current Investment Advisory Agreement.

Under the terms of the Proposed Investment Advisory Agreement, SSgA FM will
furnish certain investment advisory and portfolio management services to each
Fund substantially similar to those currently provided by UBS Global AM. The
Proposed Investment Advisory Agreement provides that SSgA FM will not be liable
for any act or omission, error of judgment or mistake of law, or for any loss
suffered by the Funds in connection with matters to which the Proposed
Investment Advisory Agreement relates, except for losses resulting from willful
misfeasance, bad faith or gross negligence on the part of SSgA FM in the
performance of its duties, or from reckless disregard by SSgA FM of its
obligations and duties under the Proposed Investment Advisory Agreement.

For its services under the Proposed Investment Advisory Agreement, SSgA FM
would be entitled to receive the same unitary fee as UBS Global AM, accrued
daily, computed weekly and payable monthly, at the contractual rate of 0.29% of
each respective Fund's average daily net assets. SSgA FM would pay the operating
expenses of each Fund, except for the management fee, brokerage, taxes,
interest, fees and expenses of the Independent Trustees of the Trust (including
Trustees' counsel fees), litigation expenses and any other extraordinary
expenses.

The Proposed Investment Advisory Agreement may be terminated at any time,
without payment of any penalty, by a Fund or by SSgA FM upon sixty days' written
notice or by vote of the shareholders of the Fund. The Proposed Investment
Advisory Agreement will automatically terminate in the event of its assignment,
as defined in the 1940 Act.

Description of SSgA Funds Management, Inc.

SSgA FM is a registered investment adviser with it principal address at;
State Street Financial Center, One Lincoln Center, Boston, Massachusetts 02211.
As of December 31, 2003, SSgA FM managed in excess of $92 billion in assets.

SSgA FM manages the State Street MSCI EAFE Index Portfolio, a master-feeder
product sold exclusively to institutional investors with a similar investment
objective as the Fresco Dow Jones EURO STOXX 50 Fund. As of December 31, 2003,
the State Street MSCI EAFE Index Portfolio has assets of $124,825,502. As
consideration for the SSgA FM's services as adviser, and State Street's services
as administrator, transfer agent and custodian to the State Street MSCI EAFE
Index Portfolio (and for assuming ordinary operating expenses of the Portfolio,
including ordinary legal and audit expenses), SSgA FM receives an annual fee,
accrued daily at the rate of 1/365th of the applicable fee rate and payable
monthly on the first business day of each month, of the 0.15% of the average
daily net assets during the month.

Description of State Street Global Advisors

State Street Global Advisors ("SSgA")(1) is the investment management arm
of State Street Corporation. SSgA's principal address is 225 Franklin Street,
Boston, MA 02110. As of December 31, 2003, SSgA managed in excess of $1.1
trillion in assets.

Together, SSgA and SSgA FM are among the largest ETF managers in the world.
They have sponsored and managed ETFs in the U.S., Europe, Australia, Hong Kong,
and Singapore and have consultancy or

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(1) Prior to May 1, 2001, banks were not required to register with the
Securities and Exchange Commission as registered investment advisers. As a
result of legislative changes requiring banks to register as investment
advisers, SSgA FM was organized as a wholly-owned subsidiary of State Street
Corporation and registered as an investment adviser. On May 1, 2001, SSgA FM
took over management of all US registered ETFs that were previously managed by
SSgA.

advisory agreements in several other Asian markets. SSgA's European ETFs include
the streetTRACKS[RegTM] MSCI Pan Europe, the streetTRACKS[RegTM] MSCI Europe
Sectors, and the streetTRACKS[RegTM] AEX Index ETF. SSgA has been an innovator
in the ETF field with the creation of SPDR[RegTM] Trust, Series 1 (along with
the AMEX) and the introduction of the successful Tracker Fund of Hong Kong TraHK
Fund.

SSGA FM and SSgA have a long history of managing many different index
strategies and vehicles and is prepared to take on the management of the Funds.
See summary of ETFs managed below:

U.S. ETFs Managed by SSgA FM (1) ASSETS AS OF 3/31/04
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DIAMONDS[RegTM] Trust, Series 1 ......................................... $ 6,826,177,657
FORTUNE 500[RegTM] Index Fund ........................................... $ 108,141,086
SPDR[RegTM] Trust, Series 1 ............................................. $ 40,771,778,854
Materials Select Sector SPDR[RegTM] Fund ................................ $ 814,438,939
Energy Select Sector SPDR[RegTM] Fund ................................... $ 900,633,724
Financial Select Sector SPDR[RegTM] Fund ................................ $ 824,461,865
Industrial Select Sector SPDR[RegTM] Fund ............................... $ 565,295,622
Technology Select Sector SPDR[RegTM] Fund ............................... $ 1,052,339,631
Consumer Staples Select Sector SPDR[RegTM] Fund ......................... $ 422,726,487
Utilities Select Sector SPDR[RegTM] Fund ................................ $ 1,179,429,888
Health Care Select Sector SPDR[RegTM] Fund .............................. $ 636,247,082
Consumer Discretionary Select Sector SPDR[RegTM] Fund ................... $ 292,605,541
streetTRACKS[RegTM] Dow Jones Global Titans Index Fund .................. $ 33,396,911
streetTRACKS[RegTM] Dow Jones US Large Cap Growth Index Fund ............ $ 58,498,558
streetTRACKS[RegTM] Dow Jones US Large Cap Value Index Fund ............. $ 81,195,740
streetTRACKS[RegTM] Dow Jones US Small Cap Growth Index Fund ............ $ 55,505,083
streetTRACKS[RegTM] Dow Jones US Small Cap Value Index Fund ............. $ 69,401,653
streetTRACKS[RegTM] Morgan Stanley Technology Index Fund ................ $ 31,593,834
streetTRACKS[RegTM] Wilshire REIT Index Fund ............................ $ 647,949,406
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Total U.S. ETFs Managed by SSgA FM ...................................... $ 55,371,817,568
================
International ETFs Managed by SSgA (2)
streetTRACKS[RegTM] AEX Index ETF ....................................... $ 179,682,350
streetTRACKS[RegTM] ASX S&P 200 Index Fund .............................. $ 325,164,022
streetTRACKS[RegTM] ASX S&P 50 Index Fund ............................... $ 29,323,473
streetTRACKS[RegTM] ASX S&P 200 PR Index Fund ........................... $ 89,879,906
streetTRACKS[RegTM] MSCI Europe Consumer Discretionary ETF .............. $ 16,516,889
streetTRACKS[RegTM] MSCI Europe Consumer Staples ETF .................... $ 23,033,904
streetTRACKS[RegTM] MSCI Europe Energy ETF .............................. $ 54,307,428
streetTRACKS[RegTM] MSCI Europe Financials ETF .......................... $ 38,105,928
streetTRACKS[RegTM] MSCI Europe Health Care ETF ......................... $ 18,746,216
streetTRACKS[RegTM] MSCI Europe Industrials ETF ......................... $ 46,012,260
streetTRACKS[RegTM] MSCI Europe Information Technology ETF .............. $ 11,516,952
streetTRACKS[RegTM] MSCI Europe Materials ETF ........................... $ 14,997,960
streetTRACKS[RegTM] MSCI Europe Telecommunication Services ETF .......... $ 36,739,447
streetTRACKS[RegTM] MSCI Europe Utilities ETF ........................... $ 13,411,756
streetTRACKS[RegTM] MSCI Pan-Euro ETF ................................... $ 803,501,820
Tracker Fund of Hong Kong (TraHK) ....................................... $ 3,661,162,289
UNICO i-tracker MSCI Eur Financial Sector ............................... $ 70,234,607
UNICO i-tracker MSCI World .............................................. $ 129,998,515
streetTRACKS[RegTM] Straits Times ....................................... $ 250,280,827
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Total International ETFs Managed by SSgA ................................ $ 5,812,616,549
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Total ETFs Managed by SSgA FM and SSgA .................................. $ 61,184,434,117
================

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(1) All U.S. registered products structured as open-end management investment
companies or unit investment trusts.

(2) Non U.S. registered products.

(3) Joint Venture with local investment management firm.

Background Information on the Senior Officers of SSgA FM

The principal address for each of the Senior Officers of SSgA FM is State
Street Global Advisors, State Street Financial Center, One Lincoln Street,
Boston, MA 02111-2900.

Timothy B. Harbert

Mr. Harbert is a Director of SSgA FM and is also Chairman and Chief
Executive Officer of SSgA. Mr. Harbert joined SSgA as head of Systems and
Investment Operations in 1987. He was appointed President responsible for
non-U.S. sites in 1991, and in 1992 was appointed Chief Operating Officer. He
became Chairman and CEO of SSgA in 2001. Mr. Harbert was instrumental in the
expansion of SSgA's operations overseas. Most notably, he launched SSgA's highly
successful London-based operations in 1990 and led the company's expansion into
critical Pacific Rim markets. Mr. Harbert serves on several advisory committees,
and is Chairman of State Street's Japan Advisory Board, which is responsible for
overseeing corporate initiatives in Japan.

Mr. Harbert joined SSgA from Price Waterhouse & Company (now
PricewaterhouseCoopers LLP), where he served in the Management Consulting
Services division, advising major financial services companies on strategic and
operational issues. He began his career at M.D. Oppenheim & Company P.A.

Mr. Harbert received a BS (Cum Laude) in Accounting from Bentley College.
He is a Vietnam Era veteran having served in the U.S. Navy from 1973 to 1976
aboard the USS Mississinewa in the Navigation Division.

Agustin J. Fleites, CFA

Mr. Fleites is President and a Director of SSgA FM and a Senior Principal
of SSgA. He is responsible for distribution of SSgA and SSgA FM investment
products into third party distribution channels.

Mr. Fleites joined SSgA in 1987. Before taking on his current
responsibilities, Mr. Fleites was responsible for SSgA's U.S. and global
expansion of ETFs. Prior to that, he was responsible for SSgA's Asset Allocation
team. He is credited with the successful development and implementation of
SSgA's Asset Allocation Strategy. He established SSgA's Australian office in
1991 where, as Managing Director, he was responsible for portfolio management
services, client support, and the development of new client relationships.

Mr. Fleites earned an MBA in Finance from Babson College and a BS in
Finance and Multinational Management from the Wharton School of the University
of Pennsylvania.

James E. Ross

Mr. Ross is a Principal of SSgA FM and SSgA. He is primarily responsible
for the product support division of SSgA and SSgA FM's distribution of
investment products. This includes assessing all aspects of the current products
and services provided by the area. Prior to entering his current role, Mr. Ross
was responsible for global development and implementation of ETFs where he was
the project manager for the development of the Tracker Fund of Hong Kong, the
DIAMONDS[RegTM] Trust, Series 1 and the Select Sector SPDR[RegTM] Trust. Prior
to joining State Street in 1992, Mr. Ross was employed by Ernst & Young as a
senior accountant.

Mr. Ross is a graduate of Bentley College where he earned a BS in
Accountancy and passed the Certified Public Accountancy examination in
Massachusetts.

Michael Feehily, CFA

Mr. Feehily is a Principal of SSgA and head of the U.S. Equity Team within
the Global Structured Products Group. Mr. Feehily is responsible for overseeing
the management of all U.S. equity index funds for SSgA. He also serves as
Portfolio Manager for the firm's Russell 1000 Value and Growth ERISA Funds, the
S&P Midcap 400 ERISA Fund, and the SSgA IAM Shares Mutual Fund, in addition to
several other
5

commingled and separately managed products. Mr. Feehily joined SSgA in 1997,
initially working in the Performance and Analytics group. Preceding this, he was
part of the Global Operations Department of State Street Corporation where he
helped to develop Private Edge, a proprietary application used to analyze
venture capital, real estate, and other private investments. Mr. Feehily has
been working in the investment management field since 1992.

Mr. Feehily holds a BS in Finance, Investments, and Economics from Babson
College and an MBA in Finance from Bentley College. He earned the Chartered
Financial Analyst designation, and is a member of the Boston Security Analysts
Society and the Association for Investment Management and Research.

Peter Leahy, CFA

Mr. Leahy is a Senior Principal of SSgA and Head of the Global Structured
Products Group. In this capacity, he overseas a group of 65 portfolio managers
worldwide, and over 800 portfolios with assets in excess of $400 billion. In
addition, Mr. Leahy is Vice-chair of the SSgA Investment Committee, Chairman of
the Independent Fiduciary Committee, and a member of the Senior Management
Group.

Prior to joining SSgA in 1991, Mr. Leahy spent four years at Bankers Trust
Investment Management in the derivative products and index management groups.
Before that, he worked for two years as a Research Analyst at Foster, Dykema,
Cabot & Company in Boston.

Mr. Leahy holds a BA in Economics from Middlebury College and an MBA in
Finance from the University of Chicago. He earned the Chartered Financial
Analyst designation, and is a member of the FTSE Equity Index Committee, the
S&P/IFC Index Advisory Panel, and the Russell Index Advisory Board.

John Tucker, CFA

Mr. Tucker is a Principal of SSgA and Unit Head of the portfolio management
team responsible for the firm's ETFs. He manages a number of domestic and
international portfolios. In addition, Mr. Tucker is responsible for new product
research and development.

Previously, Mr. Tucker was head of the Structured Products group in SSgA's
London office. Prior to joining the investment management group, he was the
Operations Manager for SSgA's International Structured Products group, where he
was responsible for the operations staff and functions. He has been working in
the investment management field since 1988.

Mr. Tucker received a BA in Economics from Trinity College and an MS in
Finance from Boston College. He also earned the Chartered Financial Analyst
designation and is a member of the Boston Security Analysts Society.

Mark J. Duggan, Esq.

Mr. Duggan is a Principal and Chief Legal Counsel at SSgA FM and Principal
and Associate Counsel at SSgA. He joined the firm in 1996. Mr. Duggan is
responsible for legal issues relating to the securities laws, including
investment adviser and mutual fund regulation, as well as ERISA, tax, and
banking law issues. Prior to this, Mr. Duggan was in-house counsel at The Boston
Company, Inc., specializing in mutual fund administration and investment
advisory work. Preceding this, he was an associate in the corporate department
of the Boston law firm Ropes & Gray, concentrating on mutual funds, investment
advisory and other financial services issues.

Mr. Duggan received a BA from the University of Notre Dame and a JD from
the University of Chicago.

Peter A. Ambrosini, Esq.

Mr. Ambrosini is a Senior Principal and is the Chief Compliance and Risk
Management Officer for SSgA and its affiliates, including SSgA FM. Prior to
joining SSgA in March 2001, he was the Managing Director of the Regulatory
Compliance and Consulting Group at PricewaterhouseCoopers LLP ("PWC") for 15
years
6

(1985-2001). Previously, Mr. Ambrosini managed the regulatory programs for the
New England Region of the U.S. Securities and Exchange Commission ("SEC") for
six years. This included inspections of all registered investment companies,
investment advisers, broker-dealers and transfer agents in the region. From 1974
to 1978, he was Special Counsel to the SEC's Division of Investment Management
in Washington, D.C. Mr. Ambrosini has designed and conducted special compliance
reviews of registered investment companies, investment advisers and
broker-dealers mandated by the SEC and voluntary compliance reviews for both PWC
audit and non-audit clients.

Mr. Ambrosini received his AB from Holy Cross College and his JD from
Boston College. Mr. Ambrosini has been an Adjunct Professor of Law at Suffolk
University Law School since 1978 and is admitted to practice law in Maine,
Massachusetts, and the District of Columbia.

Karen B. Clark

Ms. Clark is a Principal and Senior Compliance Officer of SSgA and its
affiliates, including SSgA FM. Ms. Clark is primarily responsible for compliance
of the equity areas and for the SEC registered investment adviser, SSgA FM. Ms.
Clark joined SSgA in 2001 after working as a Principal Consultant in the
Regulatory Compliance Consulting Group of PWC. At PWC, she participated in
compliance and control reviews of a variety of entities including investment
advisers, investment companies, hedge funds, private equity funds and variable
insurance product sponsors. She also participated in several specialized
projects for financial services clients and frequently served as an author and
instructor for PWC's Professional Development Program.

Prior to joining PWC, Ms. Clark was an Investment Company/Investment
Adviser Examination Branch Chief at the SEC in Washington, D.C. At the SEC, she
served as the project manager for the soft dollar inspection sweep of
broker-dealers, investment advisers and investment companies. She oversaw the
analysis of the data collected and drafted large sections of the report issued
in September 1998.

Ms. Clark received her BA from Brandeis University and her MBA from The
American University.

Roger Petrin

Mr. Petrin is a Senior Principal of SSgA FM and Head of Global Trading. He
joined the firm in May 1994 and has over twenty years of experience in equity
execution utilizing both traditional and quantitative methods. Prior to joining
SSgA, Mr. Petrin was affiliated with IBM where he was responsible for the
development, implementation, and management of equity trading for IBM's
retirement funds. Previously, he also worked at Travelers Investment Management
Company and in the State of Connecticut Treasurer's Office. Mr. Petrin has been
working in the investment management field since 1974.

Mr. Petrin holds a BS in Finance from the University of Connecticut and an
MBA in Finance from the University of Hartford. Mr. Petrin is currently a member
of the National Organization of Investment Professionals, NYSE Institutional
Traders Advisory Committee, Boston Stock Exchange EPAC Committee, and Boston
Securities Traders Association. He is also a past president of the Connecticut
Security Traders Association.

Thomas P. Kelly

Mr. Kelly is a Senior Principal and Treasurer of SSgA FM and a Principal of
SSgA. He joined SSgA in 1979. Mr. Kelly manages the team that is responsible for
monitoring all aspects of SSgA's revenue and expense budgets as well as the
financial reporting processes. Prior to joining SSgA, he worked for the Chief
Financial Officer as Corporate Staff Comptroller. Preceding this, Mr. Kelly was
responsible for managing all administrative activities for the Information
Systems division of the firm. Previously, he has also heldpositions in the Funds
Flow Department and the Master Trust Division of State Street Corporation. Mr.
Kelly has been working in the investment management field since 1993.

Mr. Kelly holds an MBA from Babson College and is a graduate of Bentley
College.

Board of Trustees' Considerations

In connection with their consideration of the Proposed Investment Advisory
Agreement, the Trustees received information from UBS Global AM and SSgA FM,
which the Trustees reviewed at a Board of Trustees meeting, called to consider
the approval of the Proposed Investment Advisory Agreement, held on March 29,
2004. At the meeting, the Trustees were advised by independent counsel
concerning their duties in considering the Proposed Investment Advisory
Agreement and the various factors to be considered and standards to be applied.
After consideration, the Trustees, including a majority of the Independent
Trustees, voted to approve the Proposed Investment Advisory Agreement with SSgA
FM and to submit the Proposed Investment Advisory Agreement to the Funds'
shareholders for approval.

The Board received and considered information relating to the quality of
services to be rendered by SSgA FM and information describing SSgA FM's
experience in the ETF industry. As discussed above, the Trustees considered that
SSgA FM manages many US registered ETFs. The Trustees then reviewed and
discussed the nature and extent of the services to be provided by SSgA FM, the
costs of the services to be provided, the personnel and operating methods of
SSgA FM, possible conflicts of interest, and other compensation to be received
by SSgA FM or State Street. The Trustees noted that SSgA FM would provide
investment advisory services to the Funds that are substantially similar to
those currently provided by UBS Global AM. The Trustees further considered that
SSgA FM was willing to provide those services pursuant to the same unitary fee
that the Funds currently pay to UBS Global AM. The Trustees were told that the
same personnel that oversee the other US registered ETFs advised by SSgA FM
would oversee these Funds as well. Additionally, the Trustees considered that an
affiliate of SSgA FM, State Street, would be acting as the Trust's
administrator, custodian, transfer agent, distributor and securities lending
agent. The Trustees noted that State Street currently serves as administrator,
custodian and transfer agent for the Trust. The Trustees noted that there would
not be any increased expense to the Trust as a result of these affiliations.

The Board also received a memorandum from UBS Global AM which explained UBS
Global AM had decided to exit the ETF business in the U.S. as a result of UBS
Global AM's decision to focus on its core capabilities. UBS Global AM also
informed the Board of Trustees that UBS Global AM was not receiving any direct
consideration from SSgA FM in connection with the proposed transaction. UBS
noted, however, that SSgA FM has agreed to assume the expenses of the
transaction, including additional costs of counsel.

The Board concluded: (i) SSgA FM has significant experience advising ETFs;
(ii) the Funds will be aligned with a major ETF service provider in the U.S.
market that has significant experience in the management and marketing of ETFs;
and (iii) the fees to be paid to SSgA FM by the Funds will be the same as under
the Current Investment Advisory Agreement with UBS Global AM. In deciding to
approve the Proposed Investment Advisory Agreement, the Board did not identify
any single factor as all-important or controlling.

Based on its conclusions, and with the advice of counsel, the Board of
Trustees, including a majority of the Independent Trustees, determined that the
Proposed Investment Advisory Agreement with SSgA FM was in the best interests of
the Trust's shareholders. Accordingly, the Board of Trustees, including a
majority of the Independent Trustees, voted to approve the Proposed Investment
Advisory Agreement.

Shareholder Approval

To become effective, the Proposed Investment Advisory Agreement must be
approved by the "vote of a majority of the outstanding voting securities" of a
Fund which is defined under the 1940 Act as the lesser of the vote of (i) 67% or
more of the shares of a Fund entitled to vote thereon present at the special
shareholder meeting if the holders of more than 50% of such outstanding shares
of such Fund are present in person or represented by proxy; or (ii) more than
50% of the outstanding shares of such Fund entitled to vote thereon. The Board
of Trustees determined to submit the Proposed Investment Advisory Agreement for
consideration by the shareholders of the Funds. If the shareholders do not
approve the Proposed Investment Advisory Agreement, UBS Global AM will continue
to serve as investment adviser to the Trust but may propose other options to the
Board of Trustees, such as the liquidation of the Funds. THE BOARD OF TRUSTEES
OF THE FUNDS RECOMMENDS A VOTE "FOR" APPROVAL OF THE PROPOSED INVESTMENT
ADVISORY AGREEMENT.

PROPOSAL 2--ELECTION OF TRUSTEES

In connection with the proposed transition to SSgA FM, the Board of
Trustees considered that it would be appropriate for the Board of Trustees to
nominate the Trustee-Nominees to serve as trustee to the Trust at its meeting on
March 29, 2004. The Board of Trustees considered the qualifications of each
Trustee-Nominee. If the shareholders approve the Proposed Investment Advisory
Agreement, the shareholders will be asked to approve five new Trustees. The
current members of the Board of Trustees have offered their resignations and
named the Trustee-Nominees to replace them. The Trustees' resignations would
become effective on July 1, 2004.

Background Information Concerning Trustee-Nominees

The following table sets forth information concerning the Trustee-Nominees.
As noted above, the Trustee-Nominees currently serve as Trustees to SSgA FM's
streetTRACKS[RegTM] Series Trust.

Number of
Portfolios
Principal Occupation or In Fund
Employment During Past Five Complex
Name (Age) and Years and Directorships in Director Overseen by Other Directorships Held by
Address of Director Publicly Held Companies Since Trustee Trustee
------------------- -------------------------------- -------- ----------- -------------------------------

Interested Trustee-Nominees:
AGUSTIN J. FLEITES* Senior Principal, State Street N/A 8 Select Sector SPDR[RegTM] Trust
SSgA Funds Management, Inc. Global Advisors (Trustee); streetTRACKS[RegTM]
State Street Financial Center (1987-present); President Series Trust (Trustee).
One Lincoln Street and Director of SSgA FM
Boston, MA 02111-2900 (2002-present); Member
Age: 38 SSgA Investment Committee
( 1994-present).

Number of
Portfolios
Principal Occupation or In Fund
Employment During Past Five Complex
Name (Age) and Years and Directorships in Director Overseen by Other Directorships Held by
Address of Director Publicly Held Companies Since Trustee Trustee
------------------- ---------------------------- -------- ----------- ---------------------------------

TIMOTHY B. HARBERT* Chairman and CEO of SSgA N/A 8 Director, SSgA FM
State Street Global Advisors (2001-present); President, (investment advisor);
State Street Financial Center SSgA (1995-2001); Citistreet, LLC (plan
One Lincoln Street Executive Vice President of recordkeeper); State Street
Boston, MA 02111-2900 State Street Corporation Banque, S.A. (French bank);
Age: 53 (1996-present); Member, State Street Global Advisors,
Executive Operating Group Ltd., London (investment
of State Street Corporation management); State Street
( 1995-present). Global Advisors, GmbH,
Munich (investment
management); State Street
Global Advisors, Canada,
Ltd. (investment
management); State Street
Global Advisors, Australia,
Ltd. (investment
management); State Street
Global Advisors, Japan, Ltd.
(investment management);
State Street Global Markets,
LLC (broker-dealer); Bentley
College; Chairman of the
Board, SSgA Funds
Management, Inc.
(investment adviser); State
Street Global Advisors, Inc.
(Delaware) (holding
company); Bel Air
Investment Advisors, LLC
(investment management);
and President and Director,
SSgA, Cayman (investment
manager); streetTRACKS[RegTM]
Series Trust (Trustee).
Independent Trustee-Nominees:

DAVID M. KELLY President and CEO, NSCC N/A 8 Chicago Stock Exchange
4 Jodi Lane (1983 February 2000)(a (Public Governor/Director);
Chatham, NJ 07928 clearing org.); Vice Penson Worldwide Inc.
Age: 65 Chairman, DTCC (1999- (Director); Thomas Murray
February 2000)(a depository Ltd. (Director); Custodial
in U.S.); Vice Chairman and Trust Co. (Director);
CEO, Government Securities streetTRACKS[RegTM] Series Trust
Clearing Corp. (1990- (Trustee).
February 2000) (a
government securities
clearing company); Trustee,
streetTRACKS Series Trust
( 2000-present).

Number of
Portfolios
Principal Occupation or In Fund
Employment During Past Five Complex
Name (Age) and Years and Directorships in Director Overseen by Other Directorships Held by
Address of Director Publicly Held Companies Since Trustee Trustee
------------------- ---------------------------- -------- ----------- --------------------------------

FRANK NESVET Chief Executive Officer, N/A 8 streetTRACKS[RegTM] Series Trust
c/o streetTRACKS Series Trust Libra Group, Inc. (Trustee); Jefferson Pilot
225 Franklin Street (1998-present)(a financial Variable Fund, Inc., Director.
Boston, Massachusetts 02110 services consulting
Age: 60 company); Managing
Director, Senior Vice
President and Fund
Treasurer, New England
Funds (1993-1998); Trustee,
streetTRACKS Series Trust
(2000-present).

HELEN F. PETERS Professor of Finance, Carroll N/A 8 streetTRACKS[RegTM] Series Trust
133 South Street School of Management, Boston (Trustee); Tradeware Systems
Needham, Massachusetts College (August Corp. (Director).
02492 2000-present); Partner,
Age: 56 Samuelson Peters, LLC
(1999-August 2000);
Director of Global Bond
Group, Scudder Kemper
Investments (1998-1999);
Chief Investment Officer,
Colonial Management
(1991-1998); Trustee,
streetTRACKS Series Trust
(2000-present).

- ------------

* Mr. Fleites and Mr. Harbert would be interested persons of the Trust based on
their positions with SSgA and SSgA FM.

The following table sets forth information describing the dollar range of
equity securities beneficially owned by each Trustee-Nominee in the Trust as of
March 31, 2004:

Aggregate Dollar Range
of Equity Securities in All
Registered Investment
Companies Overseen by
Dollar Range of Equity Trustee in Family of
Name of Trustee-Nominee Securities in the Trust Investment Companies
- ------------------------ ----------------------- ---------------------------
Agustin J. Fleites ..... None None
Timothy B. Harbert ..... None None
David M. Kelly ......... None None
Frank Nesvet ........... None None
Helen F. Peters ........ None None

The following table sets forth information describing the dollar range of
equity securities beneficially owned by each current Trustee in the Trust as of
April 19, 2004:

Aggregate Dollar Range
of Equity Securities in All
Registered Investment
Companies Overseen by
Dollar Range of Equity Trustee in Family of
Name of Trustee Securities in the Trust Investment Companies
- --------------- ----------------------- ---------------------------
Joseph La Corte ......... None None
Walter E. Auch .......... None None
Frank K. Reilly ......... None None
Edward M. Roob .......... None None

The aggregate remuneration for Trustees not affiliated with UBS Global AM
was $54,000 during the fiscal year ending September 30, 2003 and, for that
period, the aggregate amount of expenses reimbursed by the Trust for Trustees'
attendance at Trustees' meetings, including interested Trustees, was $0. Each
Independent Trustee currently receives an annual fee of $15,000, plus $300 per
Fund per meeting for scheduled quarterly meetings of the Board attended by the
Trustee. These fees are paid by the Trust. Currently, one Trustee, Joseph La
Corte, is affiliated with UBS Global AM. SSgA FM currently contemplates that the
compensation for Trustee-Nominees would be substantially similar to the
compensation currently received by the Trustees of the Trust.

The following table sets forth the aggregate compensation from the Trust
paid to each current Trustee during the fiscal year ended September 30, 2003:

Pension or Retirement Total Compensation
Aggregate Benefits Accrued Estimated Annual From Trust and Fund
Compensation As Part of Trust Benefits Complex Paid To
Name of Trustee From Trust Expenses Upon Retirement Trustees(1)
- --------------- ------------ --------------------- ---------------- -------------------

Joseph La Corte ......... $ -- -- -- $ --
Walter E. Auch .......... $18,000 -- -- $47,700
Frank K. Reilly ......... $18,000 -- -- $61,200
Edward M. Roob .......... $18,000 -- -- $61,200

- ------------

(1) This amount represents the aggregate amount of compensation paid to the
Trustees for (a) service on the Board for the Trust's fiscal year ended
September 30, 2003; and (b) service on the Boards of Trustees of four other
investment companies managed by UBS Global AM or one of its affiliates for
the fiscal year ended September 30, 2003, with respect to Messrs. Reilly
and Roob, and three other investment companies managed by UBS Global AM or
one of its affiliates for the fiscal year ended September 30, 2003, with
respect to Mr. Auch. Mr. La Corte will not receive any compensation from
the Trust for the current fiscal year.

The Trust's Board of Trustees has an Audit Committee, which is responsible
for reviewing financial and accounting matters. The Trust's Audit Committee is
comprised entirely of the Independent Trustees, Messrs. Auch, Reilly and Roob,
and its actions are governed by the Trust's written Audit Committee Charter. All
members of the Audit Committee are independent, as independence is defined in
the New York Stock Exchange, Inc.'s listing standards. The Audit Committee met
three times during the fiscal year ended September 30, 2003.

The Trust does not currently have a standing nominating committee. All of
the Independent Trustees of the Trust participate in the consideration of
nominees. The Board does not believe that it is necessary to have a separate
nominating committee at this time due to the small size of the Board and the
fact that the majority of the members of the Board are Independent Trustees. The
Board will, however, consider establishing a nominating committee in the future.
If the Board establishes a nominating committee, the nominating committee would
establish the process to be followed by the committee in identifying and
evaluating nominees and would consider adopting a written charter to govern the
nominating committee. Currently, the

Independent Trustees take into consideration such factors that they deem
appropriate in evaluating candidates for the Board, which may include, among
others, judgment, skill and experience with investment companies and similar
organizations.

The Trust does not have a specified process for shareholders to send
communications to the Board of Trustees because the Trust's reports to
shareholders disclose contact information, which may be used to direct
communications to the Board of Trustees.

The Trust's Board of Trustees held four regular meetings during the fiscal
year ended September 30, 2003. Each Trustee attended at least seventy-five
percent of the aggregate number of meetings of the Board and any committee on
which he served.

Officers of the Trust

Term of Office*
Position(s) Held and Length of Principal Occupation(s)
Name, Address and Age with Fund Time Served During Past 5 Years
--------------------- ------------------ ---------------- ------------------------------------

Joseph A. La Corte Trustee and Since 2002 Mr. LaCorte is a managing
51 West 52nd Street President director and co-head of the Global
New York, NY 10019-6114 Index Market group of UBS
Age: 44 Global AM (since 2000). From
1997 to 2000, he founded and
served as a Managing Member of
S-Network, LLC to provide
consulting services specializing in
the development, secondary
market trading and distribution of
Exchange Traded Funds.

Amy R. Doberman Vice President Since 2002 Ms. Doberman is a managing
UBS Global Asset Management and Assistant director and general counsel of
(US) Inc., Secretary UBS Global AM. From December
51 West 52nd Street, 1997 through July 2000, she was
New York, New York 10019 general counsel of Aeltus
Age: 42 Investment Management, Inc.
Ms. Doberman is vice president
and assistant secretary of five
investment companies (consisting
of 44 portfolios) and a vice
president and secretary of 17
investment companies (consisting
of 37 portfolios) for which UBS
Global AM (Americas), or one of
its affiliates serves as investment
advisor, sub-advisor or manager.

David M. Goldenberg Vice President Since 2002 Mr. Goldenberg is an executive
UBS Global Asset Management and Secretary director and deputy general
(US) Inc., counsel of UBS Global AM. From
51 West 52nd Street, 2000 to 2002, he was director,
New York, New York 10019 legal affairs at Lazard Asset
Age: 37 Management. Mr. Goldenberg
served in various capacities,
including most recently as global
director of compliance, at SSB
Citi Asset Management Group
from 1996 to 2000.
Mr. Goldenberg is a vice president
and secretary of five investment
companies (consisting of 44
portfolios) and a vice president
and assistant secretary of 17
investment companies (consisting
of 37 portfolios) for which UBS
Global AM (Americas) or one of
its affiliates serves as investment
advisor, sub-advisor or manager.

Joseph T. Malone Assistant Since 2002 Mr. Malone is a director and a
UBS Global Asset Management Treasurer senior manager of the mutual fund
(US) Inc., finance department of UBS Global
51 West 52nd Street, AM. From August 2000 through
New York, New York 10019 June 2001, he was the controller
Age: 36 at AEA Investors Inc. From March
1998 to August 2000, Mr. Malone
was a manager within investment
management services of PWC.
Mr. Malone is an assistant
treasurer of four investment
companies (consisting of 43
portfolios) for which UBS Global
AM (Americas) or one of its
affiliates serves as investment
advisor, sub-advisor or manager.

Paul H. Schubert Treasurer, Since 2002 Mr. Schubert is an executive
UBS Global Asset Management Vice President director and head of the mutual
(US) Inc., and Principal fund finance department of UBS
51 West 52nd Street, Accounting Global AM. Mr. Schubert is
New York, New York 10019 Officer Treasurer and Principal
Age: 41 Accounting Officer of three
investment companies (consisting
of 41 portfolios), a Vice President
and Treasurer of 18 investment
companies (consisting of 38
portfolios) and treasurer and chief
financial officer of one investment
company (consisting of two
portfolios) for which UBS Global
AM (Americas), or one of its
affiliates serves as investment
advisor, sub-advisor or manager.

- ------------
* Officers of the Trust are appointed by the Trustees and serve at the pleasure
of the Board of Trustees.

Independent Accountants of the Trust

The Board of Trustees of the Trust, including a majority of the Independent
Trustees, selected PWC to act as independent accountants for the Trust for the
fiscal year ending September 30, 2004. PWC acted as the independent accountants
for the fiscal year ended September 30, 2003. The Trust knows of no direct
financial or material indirect financial interest of PWC in the Trust.
Representatives of PWC are not expected to be present at the meeting, but they
will to have the opportunity to make a statement and respond to appropriate
questions if they choose to do so.

Audit Fees

For the fiscal year ended September 30, 2003, PWC billed the Trust
aggregate fees of $27,500 for professional services rendered for the audit of
the Funds' annual financial statements and review of financial statements
included in the Funds' annual report to shareholders.

Audit-Related Fees

For the fiscal year ended September 30, 2003, PWC did not bill the Funds
any fees for assurances and related services that are reasonably related to the
performance of the audit or review of the Funds' financial statements and are
not reported under the section Audit Fees above.

Tax Fees

For the fiscal year ended September 30, 2003, PWC billed the Funds
aggregate fees of $7,000 for professional services rendered for tax compliance,
tax advice, and tax planning. The nature of the services comprising the tax fees
was the review of the Funds' income tax returns and tax distribution
requirements.

All Other Fees

For the fiscal year ended September 30, 2003, PWC did not bill the Funds
any fees for products and services other than those disclosed above.

The Trust's Audit Committee Charter requires that the Audit Committee
pre-approve all audit and non-audit services to be provided to the Trust by the
Trust's independent accountants; provided, however, that the pre-approval
requirement with respect to non-auditing services to the Trust may be waived,
consistent with the exceptions provided for in the Securities Exchange Act of
1934, as amended (the "1934 Act"). All of the audit and tax services described
above for which PWC billed the Trust fees for the fiscal year ended September
30, 2003 were pre-approved by the Audit Committee. For the fiscal year ended
September 30, 2003, the Trust's Audit Committee did not waive the pre-approval
requirement of any non-audit services to be provided to the Trust by PWC.

For the fiscal year ended September 30, 2003, the aggregate non-audit fees
billed by PWC for services rendered to the Trust and UBS Global AM with respect
to the Trust were $60,000.

Audit Committee Report

The Audit Committee has reviewed and discussed the Funds' audited financial
statements for the fiscal year ended September 30, 2003 with management of the
Trust and with PWC, and has discussed with PWC the matters required to be
discussed by Statement on Auditing Standards No. 61 (Communications with Audit
Committees). The Audit Committee has received written disclosures on auditor
independence from PWC required by the SEC and the American Institute of
Certified Public Accountants and has discussed with PWC its independence. Based
on the Audit Committee's review and discussions referred to above, the Audit
Committee recommended to the Board of Trustees that the audited financial
statements of the Funds for the fiscal year ended September 30, 2003 be included
in the annual report to shareholders and the Funds' annual report filed with the
SEC. The current members of the Audit Committee are Messrs. Auch, Reilly, and
Roob. The Trust's Audit Committee Charter is attached to this Proxy Statement as
Appendix B.

Audit Committee Pre-Approval Policy

The Audit Committee Charter provides that the Audit Committee must review
and pre-approve all audit and non-audit services proposed to be provided to the
Trust by its independent accountants; and review and pre-approve all non-audit
services proposed to be provided by the Trust's independent accountants to the
investment adviser or any of its subsidiaries or affiliates that provide
on-going services to the Trust. The Audit Committee delegated to its Chairman,
Mr. Reilly, the authority to consider the pre-approval of all non-audit services
between Audit Committee meetings. Pursuant to the procedures adopted by the
Audit Committee, Mr. Reilly would contact one of the two other Audit Committee
members, and Mr. Reilly and such other member would determine whether to
pre-approve the proposed non-audit services. Alternatively, if Mr. Reilly is not
available, Messrs. Auch and Roob may act together to pre-approve proposed
non-audit services. Any such pre-approvals are subject to ratification by the
entire Audit Committee at its next meeting.

Shareholder Approval

Election of the Trustee-Nominees requires the affirmative vote of the
holders of a majority of the shares of beneficial interest of the Fund present
or represented by proxy. THE BOARD OF TRUSTEEES OF THE FUND RECOMMENDS THAT THE
SHAREHOLDERS VOTE "FOR" THE ELECTION OF THE TRUSTEE-NOMINEES.

PRINCIPAL HOLDERS

Although the Funds do not have information concerning the beneficial
ownership of the Funds held in the names of DTC participants, as of April 15,
2004, the names, addresses and percentage ownership of each DTC participant that
owned of record 5% or more of the outstanding shares of a Fund were as follows:

PERCENTAGE OF
FUND NAME AND ADDRESS OWNERSHIP
- ------------------------ ------------------------------------------ --------------

Fresco Dow Jones EURO Lehman Brothers Holding Inc. 20.04%
STOXX 50 Fund 745 Seventh Avenue
New York, NY 10019

UBS Financial Services Inc. 16.55%
1285 Avenue of the Americas,
New York, NY 10019

Brown Brothers Harriman & Co. 15.04%
59 Wall Street
New York, NY 10005

Bank of New York 12.31%
One Wall Street
New York, NY 10288

Merrill Lynch Professional Clearing Corp 6.56%
101 Hudson Street, 7th Floor,
Jersey City 07302

Morgan Stanley Dean Witter Inc. 6.39%
5690 West Cyprus Street,
Tampa, FL 33607

Bear Sterns Co., Inc. 6.16%
245 Park Avenue
New York, NY 10167

Fresco Dow Jones STOXX Goldman Sachs & Co. 36.60%
50 Fund 85 Broad Street,
New York, NY 10004

UBS Financial Services Inc. 18.74%
1285 Avenue of the Americas,
New York, NY 10019

Morgan Stanley & Co. Inc. 15.04%
1251 Avenue of the Americas, 23rd Floor,
New York, NY 10019

Brown Brothers Harriman & Co. 6.00%
59 Wall Street
New York, NY 10005

Citigroup, Inc. 5.75%
399 Park Avenue
New York, NY 10043

Bear Sterns Co., Inc. 5.36%
245 Park Avenue
New York, NY 10167

MISCELLANEOUS

Fund Management and Administration

UBS Global AM, a Delaware corporation, located at 51 West 52nd Street, New
York, New York 10019-6114, is an investment advisor registered with the SEC. UBS
Global AM acts as the investment advisor to the Funds pursuant to the Current
Investment Advisory Agreement. Under the Current Investment Advisory Agreement,
each Fund pays UBS Global AM a unitary fee, computed daily and paid monthly, at
the annual rate of 0.29% of average daily net assets of the Fund. The Current
Investment Advisory Agreement provides that UBS Global AM will pay the operating
expenses of each Fund, except for the management fee, brokerage, taxes,
interest, fees and expenses of the Independent Trustees (including any Trustees'
counsel fees), litigation expenses and any other extraordinary expenses, from
the unitary fee.

UBS Global AM entered into a sub-advisory agreement (the "Sub-Advisory
Contract") with UBS Global Asset Management Ltd, 21 Lombard Street, London,
England EC3V 9AH. UBS Global AM Ltd is an affiliate of UBS Global AM. UBS Global
AM Ltd serves as Sub-Advisor to each Fund. The Sub-Advisor furnishes UBS Global
AM with investment recommendations, asset allocation advice, research and other
investment services, subject to the direction of the Trust's Board of Trustees
and officers. Under the direction of UBS Global AM, the Sub-Advisor is
responsible for managing the investment and reinvestment of that portion of a
Fund's portfolio that UBS Global AM designates from time to time. For the fiscal
year ended September 30, 2003, UBS Global AM paid $87,262 to UBS Global AM Ltd
for its services as Sub-Advisor. Upon approval of the Proposed Investment
Advisory Agreement, UBS Global Asset Management Ltd. would cease to be a
sub-advisor to the Funds.

UBS Global AM is also the principal underwriter of each Fund's shares.

State Street Bank and Trust Company ("State Street") acts as administrator
to the Funds pursuant to an Administration Agreement between State Street and
the Trust. The principal business address of State Street is 225 Franklin
Street, Boston, Massachusetts 02110.

Proxies will be solicited by mail and may be solicited in person or by
telephone or telegraph, by officers of the Trust or personnel of the
Administrator. The expenses connected with the solicitation of proxies,
including proxies solicited by the Trust's officers or agents in person, by
telephone or by telegraph, will be borne by SSgA FM. SSgA FM will reimburse
banks, brokers, and other persons holding the Trust's shares registered in their
names or in the names of their nominees for their expenses incurred in sending
proxy material to and obtaining proxies from the beneficial owners of such
shares.

Shareholder Proposals

The Trust does not hold annual shareholder meetings. Any shareholder
proposal intended to be presented at any future meeting of shareholders must be
received by the Trust at its principal office a reasonable time before the
solicitation of proxies for such meeting in order for such proposal to be
considered for inclusion in that Proxy Statement relating to such meeting.
Shareholders wishing to submit proposals for inclusion in a proxy statement for
a subsequent shareholder meeting should send their written proposals to the
Secretary of Fresco Index Shares Funds, c/o UBS Global Asset Management (US)
Inc., 51 West 52nd Street, New York, NY 10019.

In the event that sufficient votes in favor of the proposals set forth in
the Notice of this meeting are not received by June 16, 2004, the persons named
as attorneys in the enclosed proxy may propose one or more adjournments of the
meeting to permit further solicitation of proxies. Any such adjournment will
require the affirmative vote of the holders of a majority of the shares present
in person or by proxy at the session of the meeting to be adjourned. The persons
named as proxies in the enclosed proxy card will vote in favor of such
adjournment those proxies which they are entitled to vote in favor of the
proposal for which further solicitation of proxies is to be made. They will vote
against any such adjournment those proxies required to

be voted against such proposal. The costs of any such additional solicitation
and of any adjourned session will be borne by SSgA FM.

By order of the Board of Trustees,

/s/David M. Goldenberg
DAVID M. GOLDENBERG
Secretary

51 West 52nd Street
New York, NY 10019
April 23, 2004

APPENDIX A

INVESTMENT ADVISORY AGREEMENT
BETWEEN
SSGA FUNDS MANAGEMENT, INC.
AND
FRESCO INDEX SHARES FUNDS

This Agreement is made as of this day of , 2004, between Fresco Index
Shares Funds, a Massachusetts business trust (the "Trust"), and SSgA Funds
Management, Inc., a Massachusetts corporation (the "Adviser").

WHEREAS, the Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), currently
consisting of the two separate portfolio series set forth on Exhibit A to this
Agreement (each a "Fund" and collectively, the "Initial Funds"), each having its
own investment policies; and

WHEREAS, the Adviser is in the business of providing investment advisory
services; and

WHEREAS, the Trust desires to retain the Adviser to render investment
advisory services to the Trust with respect to the Initial Funds and such other
series subsequently established by the Trust and made subject to this Agreement
in accordance with paragraph 1(b) (the "Additional Funds") (the Initial Funds
together with the Additional Funds being referred to herein as the "Funds"), and
the Adviser is willing to render such services;

NOW, THEREFORE, in consideration of the mutual agreements contained herein,
the Trust and Adviser agree as follows:

1. APPOINTMENT OF ADVISER.

(a) Initial Funds: The Trust hereby appoints the Adviser to act as
investment adviser to the Initial Funds for the period and on the terms set
forth in this Agreement. The Adviser accepts such appointment and agrees to
render the services herein set forth, for the compensation herein provided. The
Trust warrants that the Adviser has been duly appointed to act hereunder.

(b) Additional Funds: In the event that the Trust establishes one or more
series other than the Initial Funds with respect to which it desires to retain
the Adviser to render investment advisory services hereunder, it shall so
notify the Adviser in writing, indicating the advisory fee to be payable with
respect to each Additional Fund. If the Adviser is willing to render such
services, it shall so notify the Trust in writing, whereupon each such
Additional Fund shall become a Fund hereunder. In such event, a writing signed
by both the Trust and the Adviser shall be annexed hereto as a part hereof
indicating that each such Additional Fund has become a Fund hereunder and
reflecting the agreed-upon fee schedule for each such Additional Fund.

2. ADVISORY DUTIES. Subject to the supervision of the Board of Trustees of the
Trust (the "Board"), the Adviser shall manage the investment operations and
determine the composition of the portfolio of each Fund, including the purchase,
retention and disposition of the securities and other instruments held by the
Fund, in accordance with such Fund's investment objective and policies as stated
in the then current prospectus and Statement of Additional Information for such
Fund contained in the Trust's Registration Statement on Form N-1A (the
"Registration Statement"), as such prospectus and Statement of Additional
Information are amended or supplemented from time to time. The Adviser's duties
hereunder are subject to the following understandings:

(a) The Adviser shall provide supervision of investments, furnish a
continuous investment program for the Funds, determine from time to time what
investments or securities will be purchased, retained or sold by the Funds, and
what portion of the assets will be invested or held uninvested as cash;

(b) The Adviser, in the performance of its duties and obligations under
this Agreement, shall act in conformity with the Trust's Declaration of Trust,
By-Laws, Registration Statement and the terms and

A-1

conditions of the order of exemption under the 1940 Act of the Securities and
Exchange Commission (IC Release No. 25767) (October 11, 2002) granted pursuant
to the Amended and Restated Application, and with the instructions and
directions of the Board, provided, however, the Adviser shall not be responsible
for acting contrary to any of the foregoing that are changed without notice of
such change to the Adviser; and the Adviser shall conform to and comply with the
applicable requirements of the 1940 Act and all other applicable federal or
state laws and regulations;

(c) The Adviser shall promptly communicate to the officers and Trustees of
the Trust such information relating to transactions of the Funds as they may
reasonably request. On occasions when the Adviser deems the purchase or sale of
a security to be in the best interest of a Fund as well as other clients, the
Adviser, to the extent permitted by applicable laws and regulations, may
aggregate the securities to be sold or purchased, provided that all accounts are
treated equitably and fairly. In such event, allocation of the securities so
purchased or sold, as well as the expenses incurred in the transactions, shall
be made by the Adviser in the manner it considers to be the most equitable and
consistent with its fiduciary obligations to the Trust and to such other
clients;

(d) The Adviser shall maintain books and records with respect to the
Trust's securities transactions and shall render to the Board such periodic and
special reports as the Board may reasonably request;

(e) The Adviser shall provide the Trust with a list of all securities
transactions as reasonably requested by the Trust;

(f) The investment advisory services of the Adviser to the Trust under this
Agreement are not to be deemed exclusive, and the Adviser shall be free to
render similar services to others; and

(g) The Adviser shall initially determine and make such modifications to
the identity and number of shares of the Deposit Securities and the Fund
Securities required for a Fund Deposit or Redemption for each Fund as may be
necessary as a result of rebalancing adjustments and corporate action events
(and may give directions to the Trust's Custodian with respect to such
designation).

3. EXECUTION AND ALLOCATION OF PORTFOLIO BROKERAGE COMMISSIONS. The Adviser,
subject to and in accordance with any directions which the Board may issue from
time to time, shall place, in the name of the Trust, orders for the execution of
the securities transactions in which any Fund is authorized to invest. When
placing such orders, the primary objective of the Adviser shall be to obtain the
best net price and execution ("best execution") for the Trust but this
requirement shall not be deemed to obligate the Adviser to place any order
solely on the basis of obtaining the lowest commission rate if the other
standards set forth in this section have been satisfied. The Trust recognizes
that there are likely to be many cases in which different brokers are equally
able to provide such best execution and that, in selection among such brokers
with respect to particular trades, it is desirable to choose those brokers who
furnish "brokerage and research services" (as defined in Section 28(e)(3) of the
the 1934 Act) or statistical quotations and other information to the Trust
and/or the Adviser in accordance with the standards set forth below. The Adviser
may, where it deems appropriate, place orders with a broker who charges a higher
commission than another broker would have charged for effecting that
transaction, provided that the excess commission is reasonable in relation to
the value of brokerage and research services provided by that broker.
Accordingly, the Trust and the Adviser agree that the Adviser may select brokers
for the execution of any Fund's securities transactions from among:

a. Those brokers and dealers who provide brokerage and research services,
or statistical quotations and other information to the Trust, specifically
including the quotations necessary to determine the Trust's net assets, in such
amount of total brokerage as may reasonably be required in light of such
services.

b. Those brokers and dealers who provide brokerage and research services to
the Adviser which relate directly to portfolio securities, actual or potential,
of the Trust, or which place the Adviser in a better position to make decisions
in connection with the management of the Trust's assets, whether or not such
data may also be useful to the Adviser in managing other portfolios or advising
other clients, in such amount of total brokerage as may reasonably be required.

A-2

The Adviser agrees that no investment decision will be made or influenced
by a desire to provide brokerage for allocation in accordance with the
foregoing, and that the right to make such allocation of brokerage shall not
interfere with the Adviser's primary duty to obtain the best execution for the
Trust.

4. BOOKS AND RECORDS. The Adviser shall keep the Trust's books and records
required to be maintained by it pursuant to paragraph 2(d) hereof. The Adviser
agrees that all records which it maintains for the Trust are the property of the
Trust and it shall surrender promptly to the Trust any of such records upon the
Trust's request. The Adviser further agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act any such records as are required to
be maintained by Rule 31a-1(f) under the 1940 Act. Nothing herein shall prevent
the Adviser from maintaining its own records as required by law, which may be a
duplication of the Trust's records.

5. REPORTS TO ADVISER. The Trust agrees to furnish the Adviser at its
principal office all prospectuses, proxy statements, reports to shareholders,
sales literature or other material prepared for distribution to shareholders of
the Trust or the public, which refer in any way to the Adviser, if reasonably
practicable ten (10) days prior to use thereof and not to use such material if
the Adviser should object thereto in writing within seven (7) days after receipt
of such material; provided, however, that the Adviser hereby approves all uses
of its name which merely refer in accurate terms to its appointment as
investment adviser hereunder, which merely identifies the Trust, or which are
required by the Securities and Exchange Commission or a state securities
commission. In the event of termination of this Agreement, the Trust shall, on
written request of the Adviser, forthwith delete any reference to the Adviser
from any materials described in the preceding sentence. The Trust shall furnish
or otherwise make available to the Adviser such other information relating to
the business affairs of the Trust as the Adviser at any time, or from time to
time, reasonably requests in order to discharge its obligations hereunder.

6. PROXIES. Unless the Trust gives written instructions to the contrary, the
Adviser shall vote or not vote all proxies solicited by or with respect to the
issuers of securities in which assets of any Fund may be invested. The Adviser
shall use its best good faith judgment to vote or not vote such proxies in a
manner which best serves the interests of the Trust's shareholders.

7. EXPENSES. During the term of this Agreement, the Adviser shall pay all of
the expenses of each Fund of the Trust except for the advisory fee, brokerage
expenses, taxes, interest, fees and expenses of the Independent Trustees
(including any Trustee's counsel fees), litigation expenses and other
extraordinary expenses.

8. COMPENSATION OF THE ADVISER. For the services to be rendered by the Adviser
as provided in this Agreement, the Trust shall pay to the Adviser such
compensation as is designated in Exhibit A to this Agreement, so long as the
Adviser has not waived all or a portion of such compensation.

9. LIMITATION OF ADVISER'S LIABILITY. In the absence of (a) willful
misfeasance, bad faith or gross negligence on the part of the Adviser in
performance of its obligations and duties hereunder, (b) reckless disregard by
the Adviser of its obligations and duties hereunder, or (c) a loss resulting
from a breach of fiduciary duty with respect to the receipt of compensation for
services (in which case, any award of damages shall be limited to the period and
the amount set forth in Section 36(b)(3) of the 1940 Act), the Adviser shall not
be subject to any liability whatsoever to the Trust, or to any shareholder of
the Trust, for any error of judgment, mistake of law or any other act or
omission in the course of, or connected with, rendering services hereunder
including, without limitation, for any losses that may be sustained in
connection with the purchase, holding, redemption or sale of any security on
behalf of the Trust.

10. DURATION AND TERMINATION.

(a) This Agreement shall become effective with respect to each Initial Fund
on the date hereof, or, with respect to any Additional Fund on the date of the
written notification specified in Section 1(b). This Agreement, unless sooner
terminated as provided herein, shall continue for each Fund for two years
following the effective date of this Agreement with respect to the Fund, and
thereafter shall continue for periods of one year so long as such continuance is
specifically approved at least annually (a) by the vote of a majority of

A-3

those members of the Board who are not parties to this Agreement or "interested
persons" (as defined in the 1940 Act) of any such party, cast in person at a
meeting called for the purpose of voting such approval, and (b) by the Board or
by vote of a majority of the outstanding voting securities of the Fund in
accordance with the provisions of the 1940 Act.

(b) This Agreement may be terminated by the Trust at any time, without the
payment of any penalty, by the Board or by the majority vote of either the
entire Board or by vote of a majority of the outstanding voting securities of
the Fund (in accordance with the provisions of the 1940 Act) on 60 days' written
notice to the Adviser. This Agreement may also be terminated by the Adviser on
90 days' written notice to the Trust. This Agreement will automatically and
immediately terminate in the event of its assignment (as defined in the 1940 Act
and the rules thereunder).

11. CHOICE OF LAW. This Agreement shall be construed in accordance with the
laws of The Commonwealth of Massachusetts and any applicable federal law.

12. LIMITATION OF LIABILITY. The Declaration of Trust filed on February 16,
2002, which is hereby referred to and a copy of which is on file with the
Secretary of The Commonwealth of Massachusetts, provides that the name Fresco
Index Shares Funds means the Trustees from time to time serving (as Trustees but
not personally) under such Declaration of Trust. It is expressly acknowledged
and agreed that the obligations of the Trust hereunder shall not be binding upon
any of the shareholders, Trustees, officers, employees or agents of the Trust,
personally, but shall bind only the trust property of the Trust, as provided in
its Declaration of Trust. The execution and delivery of this Agreement have been
authorized by the Trustees of the Trust and signed by an officer of the Trust,
acting as such, and neither such authorization by such Trustees nor such
execution and delivery by such officer shall be deemed to have been made by any
of them individually or to impose any liability on any of them personally, but
shall bind only the trust property of the Trust as provided in its Declaration
of Trust.

IN WITNESS WHEREOF, the due execution hereof as of the date first above
written.

Attest: FRESCO INDEX SHARES FUNDS

By: ____________________ By: _________________________

Name: _________________________

Title: _________________________

Attest: SSGA FUNDS MANAGEMENT, INC.

By: ____________________ By: _________________________

Name: _________________________

Title: _________________________

A-4

EXHIBIT A

As consideration for the Adviser's services to each of the following Funds,
the Adviser shall receive from each Fund a unitary fee, accrued daily at the
rate of 1/365th of the applicable fee rate and payable monthly on the first
business day of each month, of the following annual percentages of the Fund's
average daily net assets during the month. The Adviser will pay all of the
expenses of each Fund of the Trust except for the advisory fee, brokerage
expenses, taxes, interest, fees and expenses of the Independent Trustees
(including any Trustee's counsel fees), litigation expenses and other
extraordinary expenses.

Annual % of
average daily net
Fund assets
---- -----------------

Fresco Dow Jones Stoxx 50 Fund .............. 0.29%
Fresco Dow Jones EURO Stoxx 50 Fund ......... 0.29%

A-5

APPENDIX B

FRESCOSM INDEX SHARES FUNDS
AMENDED AND RESTATED AUDIT COMMITTEE CHARTER

1. The Audit Committee shall be composed entirely of independent trustees of
the Fresco Index Shares Funds (the "Trust").

2. The purposes of the Audit Committee are:

(a) to select, oversee and set the compensation of the Trust's independent
auditors;

(b) to oversee the Trust's accounting and financial reporting policies and
practices, its internal controls and, as appropriate, the internal
controls of certain service providers;

(d) to act as a liaison between the Trust's independent auditors and the
full Board of Trustees (the "Board").

The function of the Audit Committee is oversight; it is management's
responsibility to maintain appropriate systems for accounting and internal
control, and the auditor's responsibility to plan and carry out a proper audit.

3. To carry out its purposes, the Audit Committee shall have the following
duties and powers:

(a) to select, retain or terminate the Trust's independent auditors to
provide audit, review or attest services to the Trust and in
connection therewith, to evaluate the independence of the auditors,
and in connection therewith to receive the auditors' specific
representations as to their independence;

(b) to pre-approve all non-audit services to be provided to the Trust by
the independent auditor when, without such pre-approval, the auditor
would not be independent of the Trust under applicable federal
securities laws, rules or auditing standards;

(c) to establish, if deemed necessary or appropriate as an alternative to
Audit Committee pre-approval of services to be provided by the
independent auditor as required by paragraph (b) herein, policies and
procedures to permit such services to be pre-approved by other means,
such as by action of a designated member or members of the Audit
Committee, subject to subsequent Audit Committee review or oversight;

(d) to meet with the Trust's independent auditors, including private
meetings, as necessary (i) to review the arrangements for and scope of
the Trust's annual audit and any special audits; (ii) to discuss any
matters of concern relating to the Trust's financial statements;
including any adjustments to such statements recommended by the
auditors, or other results of said audit(s); (iii) to receive and
consider the auditors' comments with respect to the Trust's financial
policies, procedures and internal accounting controls and management's
responses thereto; and (iv) to review the form of opinion the auditors
propose to render to the Board and shareholders;

(e) to consider the effect upon the Trust of any changes in accounting
principles or practices proposed by management or the auditors;

(f) to review and approve the fees charged by the auditors for audit and
non-audit services;

(g) to receive and consider reports from the Trust's independent auditor
regarding: (i) all critical accounting policies and practices of the
Trust to be used; (ii) all alternative accounting treatments for
policies and practices related to material items that have been
discussed with management, including the potential ramifications of
use of those treatments and the treatment preferred by the auditor;
(iii) any material written communications between the auditor and
management; and (iv) all non-audit

B-1

services provided to any entity in the Trust's investment company
complex that were not pre-approved by the Committee or pursuant to
pre-approval policies and procedures established by the Committee and
associated fees;

(h) to review and pre-approve all audit and non-audit services proposed to
be provided to the Trust by its independent auditors;

(i) to review and pre-approve all non-audit services proposed to be
provided by the Trust's independent auditors to the investment adviser
or any of its subsidiaries or affiliates that provide on-going
services to the Trust, when, without such pre-approval by the Audit
Committee, the auditor would not be independent of the Trust under
applicable federal securities laws, rules or auditing standards;

(j) to investigate improprieties or suspected improprieties in Trust
operations;

(k) to report its activities to the full Board on a regular basis and to
make such recommendations with respect to the above and other matters
as the Audit Committee may deem necessary or appropriate;

(l) to consult with the Board in connection with the Board's determination
whether one or more members of the Audit Committee qualify as an
"audit committee financial expert;" and

(m) to receive reports from Trust management of any significant
deficiencies in the design or operation of the Trust's internal
controls that could adversely affect the Trust's ability to record,
process, summarize and report financial data, any material weaknesses
in the Trust's internal controls and any fraud, whether or not
material that involves management or other employees of the Trust who
have a significant role in the Trust's internal controls, and to
evaluate any corrective actions taken by management or that should be
taken by management or the Board.

4. Audit Committee shall meet at least once annually with the independent
auditors (outside the presence of Trust management) and at least once
annually with the representatives of Trust management responsible for the
financial and accounting operations of the Trust. The Audit Committee shall
hold special meetings when and if circumstances require.

5. The appropriate officers of the Trust shall provide or arrange to provide
such information, data and services as the Audit Committee may request. The
Audit Committee shall have the authority to discharge its responsibilities,
including the authority to retain counsel and other experts and consultants
whose expertise would be considered helpful to the Audit Committee, at the
expense of the Trust.

6. The Audit Committee shall review this Charter at least annually and
recommend any changes to the full Board.

7. Procedure for Handling Complaints. The Audit Committee shall establish
procedures for (i) receipt, retention and treatment of complaints received
by the Trust or the Trust's adviser regarding accounting, internal
accounting controls, or accounting matters, and (ii) the confidential,
anonymous submission by employees of the Trust or the Trust's adviser of
concerns regarding questionable accounting or auditing matters.

8. Compliance with Applicable Rules. The Audit Committee shall comply with the
rules of the New York Stock Exchange and the US Securities and Exchange
Commission applicable to exchange-traded funds.

Adopted by the Audit Committee on August 19, 2002, and amended on May 19, 2003.

B-2

Proxy

Fresco Dow Jones Stoxx 50 Fund

THIS Proxy Solicited on Behalf of the BOARD OF TRUSTEES

The undersigned hereby appoints DAVID M. GOLDENBERG and RITA RUBIN each of them
attorneys and proxies for the undersigned, with full power of substitution and
revocation, to represent the undersigned and to vote on behalf of the
undersigned all shares of Fresco Dow Jones Stoxx 50 Fund (the "Fund") which the
undersigned is entitled to vote at the Special Meeting of Shareholders of the
Fund to be held at 51 West 52nd Street, 16th Floor, New York, New York 10019, on
Wednesday, June 16, 2004 at 2:00 p.m., and at any adjournments thereof. The
undersigned hereby acknowledges receipt of the Notice of Special Meeting and
accompanying Proxy Statement and hereby instructs said attorneys and proxies to
vote said shares as indicated hereon. In their discretion, the proxies are
authorized to vote upon such other business as may properly come before the
Meeting. A majority of the proxies present and acting at the Meeting, in person
or by substitute (or, if only one shall be so present, then that one), shall
have any may exercise all of the power or authority of said proxies hereunder.
The undersigned hereby revokes any proxy previously given.

(Continued and to be signed on the reverse side)

- --------------------------------------------------------------------------------
COMMENTS:

- --------------------------------------------------------------------------------

SPECIAL MEETING OF SHAREHOLDERS OF
Fresco Dow Jones Stoxx 50 Fund
June 16, 2004

Please date, sign and mail your proxy card in the envelope provided as soon as
possible. Please detach and mail in the envelope provided.

- --------------------------------------------------------------------------------
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" PROPOSAL 1 AND "FOR" THE
ELECTION OF THE TRUSTEE-NOMINEES
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE. X
- --------------------------------------------------------------------------------
For Against Abstain
1. Approval or disapproval of a new Investment
Advisory Agreement between Fresco Index Shares [ ] [ ] [ ]
Funds, on behalf of the Fresco Dow Jones Stoxx 50
Fund, and SSgA Funds Management, Inc. (a vote
"For" is a vote for approval).

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
2. Election of Trustee-Nominees

NOMINEE
[ ] FOR ALL NOMINEES O Timothy B. Harbert

[ ] WITHHOLD AUTHORITY FOR 0 Agustin J. Fleites
ALL NOMINEES
0 David M. Kelly
[ ] FOR ALL EXCEPT
(See instructions below) 0 Frank Nesvet

0 Helen F. Peters

Instruction: To withhold authority to vote for any individual nominee(s), mark
"FOR ALL EXCEPT" and fill in the circle next to each nominee you wish to
withhold.

This proxy, if properly executed, will be voted in the manner directed by the
shareholder. If no direction is made, this proxy will be voted FOR the approval
of the Investment Advisory Agreement between SSgA Funds Management, Inc. and the
Trust in Proposal 1 and FOR the election of the five Trustee-Nominees in
Proposal 2. Please refer to the Proxy Statement for a discussion of the
Proposals.

PLEASE VOTE, DATE AND SIGN THE REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.

- --------------------------------------------------------------------------------
To change the address on your account, please check the box at the right
and indicate your new address in the address space above. Please note
that changes to the registered name(s) on the account may not be submitted
via this method. [ [

Please check if you plan on attending the meeting. [ ]

Signature of Shareholder_____________________________

Date:______________________________

Signature of Shareholder _____________________________

Date:______________________________

Note: This proxy must be signed exactly as the name appears hereon. When shares
are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title. If the
signer is a corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.

Proxy

Fresco Dow Jones EURO Stoxx 50 Fund

THIS Proxy Solicited on Behalf of the BOARD OF TRUSTEES

The undersigned hereby appoints DAVID M. GOLDENBERG and RITA RUBIN each of them
attorneys and proxies for the undersigned, with full power of substitution and
revocation, to represent the undersigned and to vote on behalf of the
undersigned all shares of Fresco Dow Jones EURO Stoxx 50 Fund (the "Fund") which
the undersigned is entitled to vote at the Special Meeting of Shareholders of
the Fund to be held at 51 West 52nd Street, 16th Floor, New York, New York
10019, on Wednesday, June 16, 2004 at 2:00 p.m., and at any adjournments
thereof. The undersigned hereby acknowledges receipt of the Notice of Special
Meeting and accompanying Proxy Statement and hereby instructs said attorneys and
proxies to vote said shares as indicated hereon. In their discretion, the
proxies are authorized to vote upon such other business as may properly come
before the Meeting. A majority of the proxies present and acting at the Meeting,
in person or by substitute (or, if only one shall be so present, then that one),
shall have any may exercise all of the power or authority of said proxies
hereunder. The undersigned hereby revokes any proxy previously given.

(Continued and to be signed on the reverse side)

- --------------------------------------------------------------------------------
COMMENTS:

- --------------------------------------------------------------------------------

SPECIAL MEETING OF SHAREHOLDERS OF
Fresco Dow Jones eURO Stoxx 50 Fund
June 16, 2004

Please date, sign and mail your proxy card in the envelope provided as soon as
possible. Please detach and mail in the envelope provided.

- --------------------------------------------------------------------------------
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" PROPOSAL 1 AND "FOR" THE
ELECTION OF THE TRUSTEE-NOMINEES
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE. X
- --------------------------------------------------------------------------------
For Against Abstain
1. Approval or disapproval of a new Investment
Advisory Agreement between Fresco Index Shares [ ] [ ] [ ]
Funds, on behalf of the Fresco Dow Jones EURO
Stoxx 50 Fund, and SSgA Funds Management, Inc. (a
vote "For" is a vote for approval).

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
2. Election of Trustee-Nominees

NOMINEE
[ ] FOR ALL NOMINEES O Timothy B. Harbert

[ ] WITHHOLD AUTHORITY FOR 0 Agustin J. Fleites
ALL NOMINEES
0 David M. Kelly
[ ] FOR ALL EXCEPT
(See instructions below) 0 Frank Nesvet

0 Helen F. Peters

Instruction: To withhold authority to vote for any individual nominee(s), mark
"FOR ALL EXCEPT" and fill in the circle next to each nominee you wish to
withhold.

PLEASE VOTE, DATE AND SIGN THE REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.

Please check if you plan on attending the meeting. [ ]

Signature of Shareholder_____________________________

Date:______________________________

Signature of Shareholder _____________________________

Date:______________________________