WEBS Index Fund, Inc., et al.; Notice of Application

SECURITIES AND EXCHANGE COMMISSION

[Rel. No. IC-23860; 812-10756]

WEBS Index Fund, Inc., et al.; Notice of Application

June 7, 1999.

AGENCY: Securities and Exchange Commission (``Commission'' or ``SEC'').

ACTION: Notice of application for an order under section 6(c) of the

Investment Company Act of 1940 (the ``Act'') for an exemption from

sections 2(a)(32), 5(a)(1), 22(d), and 22(e) of the Act and rule 22c-1

under the Act, and under sections 6(c) and 17(b) of the Act for an

exemption from sections 17(a)(1) and (2) of the Act.

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

SUMMARY OF APPLICATION: Applicants request an order that would permit

an open-end management investment company, whose portfolios will

consist of the component securities of certain indices, to issue shares

of limited redeemability; permit secondary market transactions in the

shares of the portfolios at negotiated prices on the American Stock

Exchange LLC (the ``AMEX''); permit affiliated persons of the

portfolios to deposit securities into, and receive securities from, the

portfolios in connection with the purchase and redemption of

aggregations of the portfolios' shares; and permit certain portfolios

to pay redemption proceeds more than seven days after the tender of

shares of the portfolios for redemption.

APPLICANTS: WEBS Index Fund, Inc. (the ``Fund''), Barclays Global Fund

Advisors (the ``Adviser''), and Funds Distributor, Inc. (the

``Distributor'').

FILING DATES: The application was filed on August 14, 1997. Applicants

have agreed to file an amendment, the substance of which is reflected

in this notice, during the notice period.

HEARING OR NOTIFICATION OF HEARING: An order granting the application

will be issued unless the SEC orders a hearing. Interested persons may

request a hearing by writing to the SEC's Secretary and serving

applicants with a copy of the request, personally or by mail. Hearing

requests should be received by the SEC by 5:30 p.m. on July 2, 1999,

and should be accompanied by proof of service on applicants, in the

form of an affidavit, or, for lawyers, a certificate of service.

Hearing requests should state the nature of the writer's interest, the

reason for the request, and the issues contested. Persons may request

notification of a hearing by writing to the SEC's Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth Street, NW, Washington, DC 20549-

0609. Applicants, WEBS Index Fund, Inc., 400 Bellevue Parkway,

Wilmington, Delaware 19809, Attn: Gary M. Gardner, Esq., Asst.

Secretary.

FOR FURTHER INFORMATION CONTACT: Timothy Kane, Senior Counsel, at (202)

942-0615, or Mary Kay Frech, Branch Chief, at (202) 942-0564 (Division

of Investment Management, Office of Investment Company Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the

application. The complete application may be obtained for a fee from

the SEC's Public Reference Branch, 450 Fifth Street, NW, Washington, DC

20549-0102 (tel. (202) 942-8090).

Applicants' Representations

1. The Fund is an open-end management investment company

incorporated in the State of Maryland and registered under the Act. The

Adviser, an investment adviser registered under the Investment Advisers

Act of 1940, serves as investment adviser to the Fund. The Distributor,

a broker registered under the Securities Exchange Act of 1934 (the

``Exchange Act'') and a member of the National Association of

Securities Dealers, Inc., serves as the principal underwriter of the

Fund's shares on an agency basis.

2. Currently, the Fund has 17 series operating and now proposes to

establish 11 new series (each such new series, a ``WEBS Index

Series''). Each WEBS Index Series will invest in a portfolio of equity

securities (``Portfolio Securities'') generally consisting of component

securities of a specified securities index compiled by Morgan Stanley

Capital International Inc. (collectively, the ``MSCI Indices'').\1\ The

eleven proposed WEBS Index Series are the Brazil WEBS Index Series, the

Greece WEBS Index Series, the Indonesia (Free) WEBS Index Series,\2\

the South Korea WEBS Index

[[Page 31659]]

Series, the Portugal WEBS Index Series, the Taiwan WEBS Index Series,

the Thailand (Free) WEBS Index Series, the Turkey WEBS Index Series,

the South Africa WEBS Index Series, the United States WEBS Index

Series, and the EMU WEBS Index Series.

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

\1\ Each of the MSCI Indices is calculated by Morgan Stanley

Capital International Inc. (``MSCI''). The trade price of the WEBS

of each WEBS Index Series, as traded on the AMEX, will be

disseminated over the facilities of the Consolidated Tape

Association.

\2\ MSCI calculates two indices in some countries in order to

address the issue of restrictions on foreign ownership in such

countries. The additional indices are called ``Free'' indices, and

they include only companies and share classes which foreigners may

purchase.

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

3. The investment objective of each WEBS Index Series will be to

provide investment results that correspond generally to the price and

yield performance of publicly traded securities in the markets that are

represented by the particular MSCI Index. Each WEBS Index Series will

be passively managed by the Adviser with the assistance of, among other

things, computer analytics designed to help the Adviser select

securities that will provide the returns of the relevant MSCI Index. A

WEBS Index series generally will not hold all of the issues that

comprise the subject MSCI Index. Instead, each WEBS Index Series will

attempt to hold a representative sample of the securities in the

subject index, which will be selected by the Adviser using quantitative

analytical models in a technique known as ``portfolio sampling.'' \3\

Using portfolio sampling, a WEBS Index Series will normally not

replicate exactly the particular index. The Adviser expects that, over

time, the ``expected tracking error'' of a WEBS Index Series relative

to the performance of its corresponding index will be less than 5

percent.\4\

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

\3\ Under this technique, each stock in a benchmark index will

be considered for inclusion in the portfolio of a WEBS Index Series

based on its contribution to certain capitalization, industry, and

fundamental investment characteristics. Subject to the need to

comply with the diversification and other requirements of the

Internal Revenue Code and other restrictions on portfolio

management, the Adviser will seek to construct the portfolio of each

WEBS Index Series so that, in the aggregate, its capitalization,

industry, and fundamental investment characteristics perform like

those of the subject MSCI Index. Certain WEBS Index Series may

invest in securities that are not in its benchmark index to a

limited extent.

\4\ The tracking error will generally be greater for WEBS Index

Series that have corresponding indices with fewer component stocks.

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

4. Shares of a WEBS Index Series (``WEBS'') will be sold in

aggregations of 50,000 to 500,000 shares (``Creation Units'') depending

on the WEBS Index Series. The price of a Creation Unit will be

approximately $450,000 to $10,000,000 (based on the range of values of

the Portfolio Securities of each WEBS Index Series as of April 30,

1999).

5. Creation Units may be purchased only by or through a Depository

Trust Company (``DTC'') participant that has entered into an authorized

participant agreement with the fund and the Distributor (``Authorized

Participant''). WEBS generally will be issued in exchange for an in-

kind deposit of securities and cash. The Fund also may sell WEBS on a

``cash only'' basis or permit a cash purchase option. An investor

wishing to make an in-kind purchase of a Creation Unit from a WEBS

Index Series will have to transfer to the Fund a ``Portfolio Deposit''

consisting of: (i) a portfolio of securities that has been selected by

the Adviser to correspond to the returns on the relevant MSCI Index

(``Deposit Securities''),\5\ (ii) a cash payment equal per Creation

Unit to the dividends accrued on the Portfolio Securities of the WEBS

Index Series since the last dividend payment on the Portfolio

Securities, net of expenses and liabilities (the ``Dividend Equivalent

Payment''), and (iii) a cash payment or credit to equalize any

differences between (a) the sum of the market value per Creation Unit

of the Deposit Securities and the Dividend Equivalent Payment and (b)

the net asset value (``NAV'') per Creation Unit of the WEBS Index

Series (the ``Balancing Amount'' and, together with the Dividend

Equivalent Payment, the ``Cash Component'').\6\ Cash purchases of

Creation Units will be made in the same manner as in-kind purchases

except that an investor must pay the cash equivalent of the Deposit

Securities. An investor purchasing a Creation Unit from a WEBS Index

Series will be charged a purchase fee (``Transaction Fee'') to prevent

the dilution of the interests of the remaining shareholders resulting

from the WEBS Index Series incurring costs in connection with the

purchase of the Creation Units.\7\ Each WEBS Index Series will disclose

in its prospectus the Transaction Fees charged by the WEBS Index Series

for both in-kind and cash purchases of Creation Units.

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

\5\ The identity and number of shares of the Deposit Securities

required for each WEBS Index Series will change as rebalancing

adjustments and corporate events are reflected from time to time by

the Adviser. The composition of the Deposit Securities may also

change in response to adjustments to the weighting or composition of

the securities constituting an MSCI Index. The Fund may permit or

require the substitution of an amount of cash for any Deposit

Security that is unavailable in sufficient quantity or for other

reasons.

\6\ On each business day, the Adviser will make available

through the Distributor, immediately prior to the opening of trading

on the AMEX, the list of the names and the required number of shares

of each Deposit Security for each WEBS Index Series that permits in-

kind purchases of Creation Units. The Portfolio Deposit will be

applicable to purchases of Creation Units until a change in the

Portfolio Deposit composition is next announced. In addition, the

Fund will make available on each business day the Dividend

Equivalent Payment effective through and including the previous

business day, per outstanding WEBS of each WEBS Index Series, and

the AMEX will make available throughout the trading day, the sum of

the Dividend Equivalent Payment effective through and including the

close of the previous trading session in the relevant securities

market, plus the current value of the Deposit Securities as in

effect on such day reflected in U.S. dollars at the prevailing

exchange rate.

\7\ To offset the Fund's brokerage and other transaction costs

associated with using cash to purchase the requisite Deposit

Securities, the investor will be required to pay a fixed purchase

fee plus an additional variable charge expressed as a percentage of

the Portfolio Deposit's NAV.

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

6. Orders to purchase Creation Units will be placed with the

Distributor who will be responsible for transmitting the orders to the

Fund. The Distributor will issue confirmations of acceptance, issue

delivery instructions to the WEBS Index Series to implement the

delivery of Creation Units, and maintain records of the orders and the

confirmations. The Distributors also will be responsible for delivering

prospectuses to purchasers of Creation Units.

7. Persons purchasing Creation Unit-size aggregations of WEBS from

a WEBS Index Series may hold the WEBS or sell some or all of them in

the secondary market. WEBS will be listed on the AMEX and traded in the

secondary market in the same manner as other equity securities. One or

more AMEX specialists will be assigned to make a market in WEBS. The

price of WEBS traded on the AMEX will be based on a current bid/offer

market, and each WEBS is expected to have a market value of less than

$50 (based on the value of the Portfolio Securities of each WEBS Index

Series as of April 30, 1999). Transactions involving the sale of WEBS

in the secondary market will be subject to customary brokerage

commissions and charges. Applicants expect that the price at which WEBS

trade will be disciplined by arbitrage opportunities by the ability to

continually purchase or redeem Creation Units at their NAV, which

should ensure that WEBS will not trade at a material discount or

premium in relation to their NAV.

8. Applicants expect that purchasers of Creation Units will include

institutional investors and arbitrageurs (which could include

institutional investors). The AMEX specialist, in providing for a fair

and orderly secondary market, for WEBS, also may purchase WEBS for use

in its market-making activities on the AMEX. Applicants expect that

secondary market purchasers of WEBS will include both institutional and

retail investors.\8\

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

\8\ WEBS will be registered in book-entry form only. DTC or its

nominee will be the registered owner of all outstanding WEBS.

Records reflecting the beneficial owners of WEBS will be maintained

by DTC or its participants.

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

[[Page 31660]]

9. WEBS will not be individually redeemable. WEBS will only be

redeemable in Creation Unit-size aggregations through each WEBS Index

Series. To redeem an investor will have to accumulate enough WEBS to

constitute a Creation Unit. An investor redeeming a Creation Unit

generally will receive a portfolio of securities generally consisting

of the Deposit Securities in effect on the date the redemption request

is received, together with a ``Cash Redemption Payment'' consisting of

an amount identical to the amount of the Cash Component and equal to a

proportional amount of the Dividend Equivalent Payment, plus or minus

the Balancing Amount. An investor may receive the cash equivalent of a

Portfolio Security (i) if neither the investor nor the Authorized

Participant acting in its behalf may take delivery of the Portfolio

Security in the applicable jurisdiction, (ii) if it is not possible to

make deliveries of the Portfolio Security in the jurisdiction, or (iii)

in certain other circumstances.\9\ A redeeming investor will pay a

Transaction Fee to offset the fund's transaction costs, whether the

redemption proceeds are in-kind or cash. An additional variable charge,

expressed as a percentage of the redemption proceeds, will be made for

cash redemptions.

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

\9\ The Fund has a policy to permit residents of New Zealand and

Australia to redeem Creation Units solely for cash because residents

of those countries are subject to unfavorable tax consequences if

they are eligible to receive in-kind redemption proceeds from the

Fund.

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

10. Because each WEBS Index Series generally will redeem Creation

Units in-kind, a WEBS Index Series will not have to maintain large cash

reserves for redemptions. Even when a WEBS Index Series will require or

allow cash redemptions, the WEBS Index Series will liquidate Portfolio

Securities or utilize temporary bank borrowings in order to obtain the

necessary cash. This will allow the assets of each WEBS Index Series to

be committed as fully as possible to tracking its MSCI Index.

Accordingly, applicants state that each WEBS Index Series will be able

to track its MSCI Index more closely than certain other investment

products that must allocate a greater portion of their assets to

reserves for cash redemptions.

11. Applicants state that no WEBS Index Series will be marketed or

otherwise held out as a ``mutual fund.'' All marketing materials will

refer to a WEBS Index Series as an ``investment company'' without

reference to an ``open-end fund'' or ``mutual fund.'' Any advertising

material where features of obtaining, buying or selling Creation Unit

aggregations of WEBS are described, or where there is a reference to

redeemability, will prominently disclose that WEBS are not redeemable

and that owners of WEBS may acquire and tender WEBS for redemption to

the Fund in Creation Unit aggregations only. The same type of

disclosure will be provided in each WEBS Index Series' prospectus,

statement of additional information (``SAI''), marketing or advertising

materials published under rule 482 under the Securities Act of 1933

(``Securities Act''), and all reports to shareholders.\10\ The Fund

will provide copies of its annual and semi-annual shareholder reports

to DTC participants for distribution to beneficial holders of WEBS.

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

\10\ Applicants state that persons purchasing Creation Units

will be cautioned in the prospectus or SAI that some activities on

their part may, depending on the circumstances, result in their

being deemed statutory underwriters and subject them to the

prospectus delivery and liability provisions of the Securities Act.

For example, a broker-dealer firm or its client may be deemed a

statutory underwriter if it takes Creation Units after placing an

order with the Distributor, breaks them down into the constituent

WEBS, and sells WEBS directly to its customers; or if it chooses to

couple the creation of a supply of new WEBS with an active selling

effort involving solicitation of secondary market demand for WEBS.

The prospectus will state that whether a person is an underwriter

depends upon all the facts and circumstances pertaining to that

person's activities. The prospectus or SAI also will state that

broker-dealer firms should note that dealers who are not

``underwriters'' but are effecting transactions in WEBS, whether or

not participating in a distribution of WEBS, are generally required

to deliver a prospectus because the prospectus delivery exemption in

section 4(3) of the Securities Act is not available to such

transactions under section 24(d) of the Act.

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

Applicants' Legal Analysis

1. Applicants request an order under section 6(c) of the Act

granting an exemption from sections 2(a)(32), 5(a)(1), 22(d), and 22(e)

of the Act and rule 22c-1 under the Act; and under sections 6(c) and

17(b) of the Act granting an exemption from sections 17(a) (1) and (2)

of the Act.

2. Section 6(c) of the Act provides that the Commission may exempt

any person, security, or transaction, or any class of persons,

securities, or transactions, if and to the extent that such exemption

is necessary or appropriate in the public interest and consistent with

the protection of investors and the purposes fairly intended by the

policy and provisions of the Act.

Sections 5(a)(1) and 2(a)(32) of the Act

3. Section 5(a)(1) of the Act defines an ``open-end company'' as a

management investment company that is offering for sale or has

outstanding any redeemable security of which it is the issuer. Section

2(a)(32) of the Act defines a redeemable security as any security,

other than short-term paper, under the terms of which the holder, upon

its presentation to the issuer, is entitled to receive approximately

his proportionate share of the issuer's current net assets, or the cash

equivalent. Because WEBS will not be individually redeemable,

applicants request an order under section 6(c) of the Act that would

permit the Fund to register and operate as an open-end management

investment company and issue WEBS that are redeemable in Creation Unit

aggregations. Applicants state that investors may purchase WEBS in

Creation Units from each WEBS Index Series and redeem Creation Units

through each WEBS Index Series. Applicants further state that because

the market price of Creation Units will be disciplined by arbitrage

opportunities, investors generally should be able to sell WEBS in the

secondary market at approximately their NAV.

Section 22(d) of the Act and Rule

22c-1 Under the Act

4. Section 22(d) of the Act, among other things, prohibits a dealer

from selling a redeemable security that is being currently offered to

the public by or through an underwriter, except at a current public

offering price described in the prospectus. Rule 22c-1 under the Act

generally requires that a dealer selling, redeeming, or repurchasing a

redeemable security do so only at a price based on its NAV. Applicants

state that secondary market trading in WEBS will take place at

negotiated prices, not at a current offering price described in the

prospectus, and not at a price based on NAV. Thus, purchases and sales

of WEBS in the secondary market will not comply with section 22(d) and

rule

22c-1. Applicants request an exemption under section 6(c) of the Act

from these provisions.

5. Applicants assert that the concerns sought to be addressed by

section 22(d) of the Act and rule 22c-1 under the Act with respect to

pricing are equally satisfied by the proposed method of pricing WEBS.

Applicants maintain while there is little legislation history regarding

section 22(d), its provisions, as well as those of rule 22c-1, appear

to have been designed to (i) prevent dilution caused by certain

riskless-trading schemes by principal underwriters and contract

dealers, (ii) prevent unjust discrimination or preferential treatment

among buyers resulting from sales at different prices,

[[Page 31661]]

and (iii) assure an orderly distribution of investment company shares

by eliminating price competition from dealers offering shares at less

than the published sales price and repurchasing shares at more than the

published redemption price.

6. Applicants believe that none of these purposes will be thwarted

by permitting WEBS to trade in the secondary market at negotiated

prices. Applicants state (i) that secondary market trading in WEBS

would not cause dilution for owners of WEBS because such transactions

do not directly involve Fund assets, and (ii) to the extent different

prices exist during a given trading day, or from day to day, these

variances will occur as a result of third-party market forces, such as

supply and demand. Therefore, applicants assert that secondary market

transactions in WEBS will not lead to discrimination or preferential

treatment among purchasers. Finally, applicants contend that the

proposed distribution system will be orderly because arbitrage activity

will ensure that the difference between the market price of WEBS and

their NAV generally remains narrow.

Section 22(e) of the Act

7. Section 22(e) of the Act generally prohibits a registered

investment company from suspending the right of redemption or

postponing the date of payment of redemption proceeds for more than

seven days after the tender of a security for redemption. Applicants

state that local market delivery cycles for transferring Portfolio S

ecurities to redeeming investors, together with local market holiday

schedules, will require a delivery process in excess of seven calendar

days for some WEBS Index Series in certain circumstances during the

calendar year. Applicants request relief under section 6(c) from

section 22(e) so that certain of the WEBS Index Series may pay

redemption proceeds up to twelve calendar days after the tender of WEBS

for redemption.\11\ Except as otherwise subsequently disclosed in the

prospectus or SAI for the relevant WEBS Index Series, applicants

expect, however, that these WEBS Index Series will be able to deliver

redemption proceeds within seven days at all other times.\12\

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

\11\ Specifically, applicants request that the (i) Brazil WEBS

Index Series be permitted to make redemption payments up to ten

calendar days after the tender of a Creation Unit for redemption,

(ii) Indonesia (Free) WEBS Index Series be permitted to pay

redemption proceeds up to twelve calendar days after the tender of a

Creation Unit for redemption, (iii) South Korea WEBS Index Series be

permitted to pay redemption proceeds up to ten calendar days after

the tender of a Creation Unit for redemption, (iv) Taiwan WEBS Index

Series be permitted to pay redemption proceeds up to eleven calendar

days after tender of a Creation Unit for redemption, (v) Thailand

(Free) WEBS Index Series be permitted to pay redemption proceeds up

to ten calendar days after tender of a Creation Unit for redemption,

(vi) Turkey WEBS Index Series be permitted to pay redemption

proceeds up to ten calendar days after tender of a Creation Unit for

redemption, and (vii) EMU WEBS Index Series be permitted to pay

redemption proceeds up to twelve calendar days after tender of a

Creation Unit for redemption. Applicants do not request relief from

section 22(e) with respect to the other four WEBS Index Series.

\12\ Applicants acknowledge that no relief obtained from the

requirements of section 22(e) will affect any obligations applicants

may otherwise have under rule 15c6-1 under the Exchange Act. Rule

15c6-1 requires that most securities transactions be settled within

three business days of the trade date.

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

8. The principal reason for the requested exemption is that

settlement of redemptions for the WEBS Index Series is contingent not

only on the settlement cycle of the United States market but also on

the currently practicable delivery cycles in the local markets for the

underlying foreign securities of each WEBS Index Series. Applicants

believe that the Fund will be able to comply with the delivery

requirement of section 22(e) except where the holiday schedule

applicable to the specific foreign market will not permit delivery of

redemption proceeds within seven calendar days.

9. Applicants state that section 22(e) of the Act was designed to

prevent unreasonable, undisclosed, and unforeseen delays in the payment

of redemption proceeds. Applicants assert that their requested relief

will not lead to the problems section 22(e) was designed to prevent.

Delays in the payment of WEBS redemption proceeds will occur

principally due to local holidays. Applicants state that the local

holidays relevant to each WEBS Index Series (for the following year)

will be listed in the series' prospectus or SAI or both, and these

disclosure documents will identify instances in such year when, due to

such holidays, more than seven days will be needed to deliver

redemption proceeds.

Section 17(a) of the Act

10. Section 17(a) of the Act generally prohibits an affiliated

person of a registered investment company, or an affiliated person of

such person, from selling any security to or purchasing any security

from the company. Because purchases and redemptions of Creation Units

may be ``in-kind'' rather than cash transactions, section 17(a) may

prohibit affiliated persons of a WEBS Index Series from purchasing or

redeeming Creation Units in-kind. Because the definition of

``affiliated person'' of another person in section 2(a)(3) of the Act

includes any person owning five percent or more of an issuer's

outstanding voting securities, every purchaser of a Creation Unit will

be affiliated with the WEBS Index Series so long as fewer than twenty

Creation Units are extant. Applicants request an exemption from section

17(a) under sections 6(c) and 17(b), to permit affiliated persons of

the WEBS Index Series to purchase and redeem Creation Units.

11. Section 17(b) authorizes the Commission to exempt a proposed

transaction from section 17(a) if evidence establishes that the terms

of the transaction, including the consideration to be paid or received,

are reasonable and fair and do not involve overreaching, and the

proposed transaction is consistent with the policies of the registered

investment company and the general provisions of the Act. Applicants

contend that no useful purpose would be served by prohibiting

affiliated persons of the WEBS Index Series described above from

purchasing or redeeming Creation Units. The composition of a Portfolio

Deposit made by a purchaser or given to a redeeming investor will be

the same regardless of the investor's identity, and will be valued

under the same objective standards applied to valuing the Portfolio

Securities. Therefore, applicants state that in-kind purchases and

redemptions will afford no opportunity for an affiliated person of a

WEBS Index Series to effect a transaction detrimental to the other

holders of WEBS. Applicants also believe that in-kind purchases and

redemptions will not result in abusive self-dealing or overreaching by

affiliated persons of the WEBS Index Series.

Applicants' Conditions

Applicants agree that the order granting the requested relief will

be subject to the following conditions:

1. Applicants will not register a new WEBS Index Series of the

Fund, whether identical or similar to a WEBS Index Series, by means of

filing a post-effective amendment to the Fund's registration statement

or by any other means, unless applicants have requested and received

with respect to such new series, either exemptive relief from the

Commission or a no-action letter from the Division of Investment

Management of the Commission.

2. Each WEBS Index Series' prospectus will clearly disclose that,

for purposes of the Act, WEBS are issued by the WEBS Index Series and

that the acquisition of WEBS by investment companies is subject to the

restrictions of section 12(d)(1) of the Act.

[[Page 31662]]

3. As long as the Fund operates in reliance on the requested order,

the WEBS will be listed on a national securities exchange.

For the Commission, by the Division of Investment Management,

pursuant to delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 99-14873 Filed 6-10-99; 8:45 am]

BILLING CODE 8010-01-M