Purchase Agreement
                          Fresco'sm' Index Shares Funds

1. Share Purchase. UBS Global Asset Management (US) Inc. ("UBS Global AM")
hereby purchases from Fresco'sm' Index Shares Funds (the "Trust"), a series-type
investment company having two investment portfolios (the "Funds"), the following
shares of beneficial interest ("Shares") of the below named Funds at the
per-share purchase price indicated below, on the terms and conditions set forth
herein and in the registration statement described below:

                                               Amount      Price       Shares
Funds                                        Purchased   Per Share   Purchased
-----                                        ---------   ---------   ---------
Fresco'sm' Dow Jones STOXX 50'sm'Fund         $50,000     $10.00       5,000
Fresco'sm' Dow Jones EURO STOXX 50'sm'Fund    $50,000     $10.00       5,000

     UBS Global AM hereby acknowledges receipt of a purchase confirmation
reflecting the purchase of the Shares, and the Trust hereby acknowledges receipt
from UBS Global AM of funds in the amount of $100,000 in full payment of the
Shares.

     UBS Global AM understands that the Trust has filed with the Securities and
Exchange Commission a Registration Statement which contains the prospectus
describing the Trust and the Shares to be issued thereunder. By its signature
hereto, the undersigned hereby acknowledges receipt of a copy of the
Registration Statement.

2. Representations and Warranties. UBS Global AM hereby represents and warrants
to the Trust as follows:

     (a)  It understands that the Trust has indicated to it that no federal or
          state agency has made any findings or determinations as to the
          fairness for investment, nor any recommendations or endorsement, of
          the Shares;

     (b)  It has such knowledge and experience of financial and business matters
          as will enable it to utilize the information made available to it in
          connection with the offering described in the Trust's Registration
          Statement, to evaluate the merits and risks of the prospective
          investment and to make an informed investment decision;

     (c)  It recognizes that the Trust has only recently been organized and has
          no financial or operating history and, further, that investment in the
          Trust involves certain risks related to the purchase of the Shares,
          and it acknowledges that it has suitable financial resources and
          anticipated income to bear the economic risk of such an investment;







     (d)  It is purchasing the Shares for its own account, for investment, in
          order to provide initial capital or "seed money," for each of the
          Funds and not with any intent to distribute or resell the Shares,
          either in whole or in part, and with no present intent to sell or
          otherwise dispose of the Shares, either in whole or in part;

     (e)  It will not sell the Shares purchased by it without registration of
          such Shares under the Securities Act of 1933, as amended, except in
          reliance upon an exemption therefrom;

     (f)  It has been furnished with, and has carefully read, this purchase
          agreement and the Registration Statement and such material documents
          relating to the Trust as its has requested and as have been provided
          to it by the Trust; and

     (g)  It has had the opportunity to ask questions of, and receive answers
          from, the Trust concerning each Fund and the terms of the offering.

IN WITNESS WHEREOF, the undersigned have executed this instrument as of October
8, 2002.

                                UBS Global Asset Management (US) Inc.


                                By: /s/ Robert Wolfangel
                                    --------------------------------------------
                                    Name:  Robert Wolfangel
                                    Title:  Executive Director and CFO


                                By: /s/ James Giallanza
                                    --------------------------------------------
                                    Name:  James Giallanza
                                    Title:  Director and Controller

                                Fresco'sm' Index Shares Funds


                                By: /s/ David M. Goldenberg
                                    --------------------------------------------
                                    Name:  David M. Goldenberg
                                    Title:  Secretary