[Federal Register Volume 61, Number 29 (Monday, February 12, 1996)]
[Notices]
[Pages 5425-5429]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-3045]



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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-21737; Int'l Series Release No. 929; 812-9234]


The Foreign Fund, Inc., et al.; Notice of Application

February 6, 1996.
AGENCY: Securities and Exchange Commission (``SEC'').

ACTION: Notice of Application for Exemption under the Investment 
Company Act of 1940 (the ``Act'').

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APPLICANTS: The Foreign Fund, Inc. (the ``Fund''), BZW Barclays Global 
Funds Advisors (the ``Adviser''), and Fund Distributor, Inc. (the 
``Distributor'').

RELEVANT ACT SECTIONS: Order requested under section 6(c) of 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 thereunder and under sections 6(c) and 17(b) of 
the Act for an exemption from section 17(a) of the Act.

SUMMARY OF APPLICATION: Applicants request an order permitting the Fund 
to issue securities of limited redeemability that are intended to trade 
on the American Stock Exchange (the ``AMEX'') at negotiated prices. The 
order also would permit certain transactions between the Fund and 
affiliated persons and permit the Fund to make payment for redeemed 
securities more than seven days from the date such securities are 
tendered in certain circumstances.
FILING DATE: The application was filed on August 19, 1994 and amended 
on December 23, 1994, May 19, 1995, and January 17, 1996. Applicants 
have agreed to file an additional amendment, the substance of which is 
incorporated herein, 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 March 4, 1996, 
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, N.W., Washington, D.C. 
20549. Applicants, 400 Bellevue Parkway, Wilmington, Delaware 19809.

FOR FURTHER INFORMATION CONTACT:
James M. Curtis, Senior Counsel, at (202) 942-0563, or Robert A. 
Robertson, 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 at the 
SEC's Public Reference Branch.

Applicants' Representations

    1. The Fund is an open-end management investment company that 
initially will consist of seventeen series (the ``Index Series''). Each 
Index Series will invest in a portfolio of equity securities consisting 
of some or all of the component securities of a specified foreign 
securities index (the ``Portfolio Securities''). Applicants have 
selected the indices compiled by Morgan Stanley Capital International 
(the ``MSCI Indices'') as the indices for the seventeen Index Series. 
The seventeen Index Series will represent, respectively, the MSCI 
Indices for Australia, Austria, Belgium, Canada, France, Germany, Hong 
Kong, Italy, Japan, Malaysia, Mexico, the Netherlands, Singapore, 
Spain, Sweden, Switzerland, and the United Kingdom.
    2. The Fund will be managed and advised by the Adviser. PFPC Inc. 
is expected to provide certain administrative services to each Index 
Series. The principal underwriter and distributor of the Fund's shares 
will be the Distributor.
    3. The Fund may impose a sales commission on all cash sales orders 
received during the initial subscription period of an Index Series. 
Applicants expect that pursuant to a plan adopted by the board of 
directors of the Fund for each Index Series under rule 12b-1 under the 
Act, each Index Series will pay fees to the Distributor, calculated 
daily and payable monthly, on an annualized basis, of a specified 
percentage of the average daily net assets of the Index Series (subject 
to the maximum of .25% per annum thereof). Such monies may be used to 
cover the expenses of the Distributor primarily intended to result in 
the sale of shares of each Index Series. The Adviser and PFPC Inc. also 
will receive fees for their services. 

[[Page 5426]]

    4. Each Index Series will issue shares referred to as ``World 
Equity Benchmark SharesSM'' (the ``WEBS''). WEBS of an Index 
Series will be issued and sold by the Fund only in aggregations of a 
specified number of WEBS (the ``Creation Units'') that will be 
separable at the option of the holder into WEBS. Shareholders of an 
Index Series will have one vote per WEB with respect to matters 
regarding the Fund or the respective Index Series upon which a 
shareholder vote is required. The initial net asset value of the 
Creation Units is expected to range from approximately $450,000 to 
$10,000,000. Applicants intend to list the WEBS on the AMEX.
    5. The Depository Trust Company, New York, New York, a limited 
purpose trust company organized under the laws of the State of New York 
(the ``Depository'') or its nominee will be the record or registered 
owner of all outstanding WEBS. Beneficial ownership of WEBS will be 
shown on the records of the Depository or its participating 
organizations (``DTC Participants''). Creation Units of WEBS may be 
purchased only by or through a DTC Participant that has entered into an 
Authorized Participant Agreement with the Fund and the Distributor (an 
``Authorized Participant''). The Distributor will be responsible for 
distributing prospectuses to purchasers of Creation Units.
    6. The Fund will offer, issue, and sell Creation Units through the 
Distributor on a continuous basis at the net asset value per share next 
determined after it receives an order in proper form. Creation Units 
generally will be issuable in exchange for the deposit of portfolio 
securities and a specified cash payment; redemptions of Creation Units 
generally will be for portfolio securities and a specified cash 
payment. The Fund will sell shares of each Index Series only on 
Business Days. A ``Business Day'' is defined with respect to each Index 
Series as any day that the New York Stock Exchange and the stock 
exchange(s) and Fund subcustodian(s) relevant to such Index Series are 
open for business.
    7. Payment with respect to orders placed through the Distributor 
will be made by in-kind deposit or, when available in respect of a 
particular Index Series, by cash. An in-kind purchase will be made by 
the in-kind deposit with the Fund of a portfolio of securities that is 
of essentially the same composition and weighting as the component 
shares selected by the Adviser to correspond to the returns of the 
relevant index (the ``Deposit Securities''), together with a cash 
payment in an amount equal to the Dividend Equivalent Payment (as 
defined below), plus or minus a Balancing Amount (as defined below). 
The ``Dividend Equivalent Payment'' is an amount equal, on a per 
Creation Unit basis, to the dividends on all the Portfolio Securities 
with exdividend dates within the accumulation period for such 
distribution, net of expenses and liabilities for such period, as if 
all of the Portfolio Securities had been held by the Fund for the 
entire period. The ``Balancing Amount'' is an amount equal to the 
difference between the net asset value (per Creation Unit) of the Index 
Series and the sum of the Dividend Equivalent Payment and the market 
value (per Creation Unit) of the securities deposited with the Fund. 
The Dividend Equivalent Payment and the Balancing Amount are 
collectively referred to as the ``Cash Component,'' and the deposit of 
the Deposit Securities together with the appropriate Cash Component is 
referred to as a ``Portfolio Deposit.'' In addition, investors 
purchasing shares in-kind will bear the costs of transferring the 
securities to the Fund. All purchases will be subject to a transaction 
fee, with a higher fee charged for cash purchases.
    8. The Adviser will make available through the Distributor and by 
other means on each Business Day, immediately prior to the opening of 
business on the AMEX, the names and required number of shares of each 
Deposit Security included in the current Portfolio Deposit for each 
Index Series. Such Portfolio Deposit will be applicable, subject to any 
adjustments, for purchases of Creation Unit aggregations of shares of a 
given Index Series until such time as the next-announced Portfolio 
Deposit composition is made available. The adjustments will reflect 
changes, known to the Adviser on the date of announcement to be in 
effect by the time of delivery of the Portfolio Deposit, in the 
composition of the subject index being tracked by the Relevant Index 
Series, or resulting from stock splits and other corporate actions.
    9. Broker-dealers and other persons will be cautioned in the 
prospectus and/or the Fund's statement of additional information 
(``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 of 1933. For example, a broker-dealer firm may be deemed 
a statutory underwriter if it purchases Creation Units from the Fund, 
breaks them down into the constituent WEBS, and sells the 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 a 
secondary market demand for WEBS. The prospectus and/or the SAI will 
state that whether a person is an underwriter depends upon all the 
facts and circumstances pertaining to that person's and his client's 
activities. The prospectus and/or the SAI will explain that dealers who 
are not statutory underwriters, but are participating in a distribution 
(as contrasted to ordinary secondary trading transactions), and thus 
dealing with WEBS that are part of an ``unsold allotment'' within the 
meaning of section 4(3) of the Securities Act of 1933, would be unable 
to take advantage of the prospectus-delivery exemption provided by 
section 4(3) of the Securities Act of 1933.
    10. Creation Units will be redeemable for a portfolio of securities 
generally consisting of Deposit Securities as announced by the 
Distributor on the Business Day that the request for redemption is 
received in proper form, together with a cash redemption payment, which 
on any given Business Day will be an amount identical to the amount of 
the Cash Component. A redeeming beneficial owner, or Authorized 
Participant acting on behalf of such beneficial owner, must maintain 
appropriate securities broker-dealer, bank, or other custody 
arrangements in each jurisdiction in which any of the Portfolio 
Securities are customarily traded, to which account such Portfolio 
Securities will be delivered. If neither the redeeming beneficial owner 
nor the Authorized Participant has appropriate arrangements to take 
delivery of the Portfolio Securities in the applicable foreign 
jurisdiction, and it is not possible to make other such arrangements, 
or if it is not possible to effect deliveries of the Portfolio 
Securities in such jurisdiction, the Fund may in its discretion redeem 
such shares for cash. In such circumstances, or if the Fund concludes 
that operating on an exclusively in-kind basis presents marketing or 
operational problems for a specific series, the Fund reserves the right 
to offer a cash option for sales and to make redemptions in cash in 
respect of any Index Series. A transaction fee to cover brokerage and 
other transaction costs will be deducted from the redemption proceeds, 
with a higher fee charged for cash redemptions. In addition, investors 
redeeming shares in-kind will bear the costs of transferring the 
securities from the Fund.
    11. Owners of Creation Units may hold the units or sell some or all 
of them into the secondary market as WEBS. Applicants intend to list 
the WEBS on 

[[Page 5427]]
the AMEX so that they may trade in the secondary market in the same 
manner as other equity securities. However, the WEBS may not be 
redeemed from the Fund unless reconstituted into Creation Units. The 
price of WEBS on the AMEX will be based on a current bid/offer market. 
Transactions involving the sale of WEBS will be subject to customary 
brokerage commissions and charges. The Distributor will act as 
coordinator in connection with the distribution of prospectuses to 
broker-dealers. In addition, the Fund will provide copies of its annual 
and semi-annual shareholder reports to the DTC Participants for 
distribution to the beneficial holders of WEBS.
    12. In order to avoid confusion in the public's mind between the 
Fund and a conventional ``open-end investment company'' or ``mutual 
fund,'' the Fund will limit the designation of the Fund in all 
marketing materials, including the Fund's prospectus and SAI, to the 
term ``investment company,'' without reference to ``open-end fund'' or 
``mutual fund.'' The term ``mutual fund'' will not be used at any time. 
The term ``open-end investment company'' will be used in the prospectus 
only to the extent required by item 4 of Form N-1A.\1\ The cover page 
of the prospectus and the summary will include a distinct paragraph 
stating that the WEBS will not be individually redeemable. The 
description of the Creation Units and the method of their purchase and 
redemption will follow such paragraph on the WEBS. The SAI will include 
an explanation of the issuance and redemption procedures for Creation 
Units. All marketing materials that describe the method of obtaining, 
buying, or selling WEBS, will state that the WEBS are non-redeemable.

    \1\ Item 4 of Form N1A requires an investment company to state 
in its prospectus its classification and subclassification under 
sections 4 and 5 of the Act.
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    13. Applicants believe that there are two large categories of 
investors who are likely to be interested in purchasing Creation Units. 
One is the institutional investor who desires a foreign index-based 
fund with the liquidity provided by exchange traded shares. The other 
likely institutional investor is the arbitrageur, who will purchase or 
redeem Creation Units in pursuit of arbitrage profit. Applicants 
believe that arbitrage activity will enhance the liquidity of the WEBS 
in the secondary market and also help ensure that WEBS will not trade 
at a material discount or premium in relation to the Fund's net asset 
value.
    14. Applicants expect WEBS to be purchased and traded by ``retail'' 
investors that primarily seek to invest in WEBS in smaller quantities 
exclusively through purchases and sales executed on the AMEX and 
institutional investors that may purchase and redeem Creation Unit 
aggregations of WEBS directly with the Fund in addition to trading such 
shares on the AMEX.
    15. Because applicants expect that ``retail'' investors will 
purchase WEBS on the AMEX and not Creation Units, the prospectus of an 
Index Series would include only a minimal description of the creation 
and redemption mechanics pertaining to Creation Units. The SAI will 
contain a detailed description of the mechanics for purchasing and 
redeeming Creation Units. Applicants contemplate that in all cases the 
SAI would be delivered along with the prospectus to any investors in 
connection with purchases of Creation Units.

Applicants' Legal Analysis

Section 6(c)

    1. Applicants request relief under section 6(c) of the Act from 
sections 2(a)(32), 5(a)(1), 17(a)(1), 17(a)(2), 22(d), and 22(e) and 
rule 22c-1 and under sections 6(c) and 17(b) from sections 17(a)(1) and 
17(a)(2). Section 6(c) permits the SEC to exempt any person or 
transaction from any provision of the Act, if 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 
of the Act. Section 17(b) authorizes the SEC to exempt a transaction 
from section 17(a) if the terms of the proposed transaction, including 
the consideration to be paid or received, are reasonable and fair and 
do not involve overreaching on the part of any person concerned, the 
proposed transaction is consistent with the policy of each registered 
investment company concerned, and the proposed transaction is 
consistent with the general policy of the Act. Section 17(b) could be 
interpreted to exempt only a single transaction. However, the SEC, 
under section 6(c), may exempt a series of transactions that otherwise 
would be prohibited by section 17(a).

Sections 2(a)(32) and 5(a)(1)

    1. Section 5(a)(1) of the Act defines an ``open-end company'' as a 
``management company which is offering for sale or has outstanding any 
redeemable security of which it is the issuer.'' The term ``redeemable 
security'' is defined in section 2(a)(32) as a security which entitles 
the holder to receive, upon presentation of the security to the issuer, 
approximately his or her proportionate share of the issuer's current 
net assets.
    2. Because the Creation Units are separable into WEBS that are not 
individually redeemable, a question arises as to whether the definition 
of a ``redeemable security'' or an ``open-end company'' under the Act 
would be met if such shares are viewed as non-redeemable securities. In 
light of this question, the Fund requests an order to permit it to 
maintain its registration as an open-end investment company and to 
issue shares that are redeemable only in Creation Units.
    3. Applicants note that owners of WEBS wishing to redeem may 
purchase additional WEBS and tender the resulting Creation Unit for 
redemption. Moreover, AMEX listing will afford shareholders the benefit 
of liquidity. Applicants believe that because Creation Units may always 
be purchased and redeemed at net asset value, arbitrage opportunities 
will ensure that the price of WEBS on the secondary market will not 
vary substantially from the net asset value of Creation Units. Also, 
the investor has the ability to purchase or redeem Creation Unit 
aggregations of shares rather than trade in the secondary market.

Section 22(d) and Rule 22c-1

    1. Section 22(d), 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 the current public 
offering price described in the prospectus. Rule 22c-1 generally 
requires that a dealer selling, redeeming, or repurchasing a redeemable 
security do so only at a price based on its net asset value. Secondary 
market transactions in WEBS will take place at negotiated prices and 
not at a current offering price described in the prospectus or on the 
basis of net asset value. Thus, purchases and sales of WEBS by dealers 
in the secondary market may not comply with section 22(d) and rule 22c-
1.
    2. While there is little legislative history regarding section 
22(d), its provisions, as well as those of rule 22c-1, appear to have 
been enacted (a) to prevent dilution caused by certain risk-free 
trading schemes by principal underwriters and contract dealers, (b) to 
prevent unjust discrimination or preferential treatment among buyers 
resulting from sales at different prices, and (c) to assure an orderly 
distribution of investment company shares by eliminating price 
competition from 

[[Page 5428]]
dealers offering shares at less than the published sales price and 
repurchasing shares at more than the published redemption price. 
Applicants believe that the concerns sought to be addressed by section 
22(d) and rule 22c-1 with respect to pricing are equally satisfied by 
the proposed method of pricing WEBS. First, secondary market trading in 
WEBS, because it does not involve the Fund as a party, cannot result in 
dilution of a beneficial owner's investment. Second, to the extent 
different prices exist during a given trading day, or from day to day, 
such variances occur as a result of third-party market forces, such as 
supply and demand and interest rates, not as a result of unjust or 
discriminatory manipulation. Therefore, secondary market trading 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 net asset value 
remains narrow.

Section 22(e)

    1. Section 22(e) provides that an investment company may not 
postpone the date of payment or satisfaction upon the redemption of any 
redeemable security for more than seven calendar days following tender 
of such security for redemption. To the extent that Creation Units may 
be deemed to be redeemable securities, applicants request an exemption 
to permit the Spain Index Series to redeem Creation Units within eight 
days, the Belgium and Netherlands Index Series within nine days, the 
Austria, Germany, Hong Kong, Italy, Mexico, Singapore, Sweden, and 
Switzerland Index Series within ten days, the Malaysia Index Series 
within eleven days, and the Japan Index Series within thirteen days at 
certain times during the calendar year. The custodian has advised the 
Fund that local holiday schedules combined with local delivery cycles 
will require more than seven calendar days for delivery of redemption 
proceeds several times during the calendar year for these Index Series. 
Applicants expect, however, that these Index Series will be able to 
deliver redemption proceeds within seven days at all other times. 
Applicants do not request an exemption from section 22(e) with respect 
to the other four Index Series.\2\

    \2\ 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 Securities Exchange 
Act of 1934. Rule 15c6-1 requires that most securities transactions 
be settled within three business days of the trade date.
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    2. The principal reason for the requested exemption is that 
settlement of redemptions in respect of the Fund's Index Series is 
contingent not only on the settlement cycle of the United States market 
but also on the delivery cycles possible in the local markets for the 
underlying foreign securities of each 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.
    3. Applicants intend to utilize in-kind redemptions to the maximum 
extent possible to assure the fullest investment of Fund assets in 
portfolio securities. Applicants believe that the requested exemption 
will make issuance and redemption of Fund shares less costly to 
administer, enhance the appeal of the product to professional 
participants, and thereby promote the liquidity of WEBS in the 
secondary market which would benefit all shareholders.
    4. The Fund believes that Congress adopted section 22(e) to prevent 
unforeseen delays in the actual payment of redemption proceeds. The 
prospectus, SAI, and all relevant sales literature for the affected 
Index Series will disclose that redemption requests for those series 
will be honored within the specified number of days following the date 
on which a request for redemption is made. Applicants contend that the 
redemption mechanism described above will not lead to unreasonable, 
undisclosed, or unforeseen delays in the redemption process.
    5. Applicants believe that allowing redemption payments for 
Creation Units of an Index Series to be made within the number of days 
indicated above would not be inconsistent with the spirit and intent of 
section 22(e), and that a redemption payment occurring within such 
number of calendar days following redemption request would adequately 
afford investor protection.

Section 17(a)

    1. Applicants request an exemption under sections 6(c) and 17(b) 
from section 17(a) of the Act to permit affiliated persons of the Fund 
to purchase and redeem creation Units. Section 17(a) generally 
prohibits an affiliated person of a registered investment company from 
purchasing from or selling to such company any security or other 
property. Because purchases and redemptions will be in-kind rather than 
cash transactions, section 17(a) may prohibit affiliated persons of the 
Fund from purchasing or redeeming Creation Units. Moreover, because the 
definition of affiliated person includes anyone owning 5% or more of an 
issuer's outstanding voting stock, at least one purchaser of a Creation 
Unit will be affiliated with the Fund so long as there are twenty or 
fewer holders of Creation Units.
    2. Applicants contend that no useful purpose would be served by 
prohibiting affiliated persons from making in-kind purchases or 
redemptions of Creation Unites. Both the deposit procedures for in-kind 
purchases of shares and the redemption procedures for in-kind 
redemptions will be effected in exactly the same manner for all 
creations and redemptions, regardless of size or number. The securities 
to be used for the in-kind purchase or redemption will be determined by 
the Portfolio Deposit, which is based on the MSCI Indices. The MSCI 
Indices are widely publicized and not subject to manipulation by the 
Fund or its affiliates. Portfolio securities will be valued in the same 
manner as those portfolio securities currently held by the Fund and the 
valuation of portfolio securities will be made in an identical manner 
regardless of the identity of the person purchasing or redeeming. Thus, 
applicants believe that there will be no opportunity for affiliated 
persons to effect a transaction detrimental to the other shareholders. 
Applicants believe that in-kind purchases and redemptions will not 
result in abusive self-dealing or overreaching by affiliated persons of 
the Fund. Accordingly, applicants believe that the requested relief 
meets the section 6(c) and section 17(b) standards for relief.

Applicants' Arguments

    1. Applicants assert that WEBS will allow investors to have a 
beneficial interest in a standardized portfolio of foreign equity 
securities in a size comparable to a share of common stock. Applicants 
believe that the ability to take deposits and make redemptions in-kind 
will help the Index series that offer this feature to track closely the 
relevant foreign securities index and therefore aid in achieving the 
Index Series' objectives.
    2. Applicants state that they will take such steps as may be 
necessary to avoid confusion in the public's mind between the Fund and 
a conventional ``open-end investment company'' or ``mutual fund,.'' In 
addition, applicants state that brokers will deliver a prospectus to 
each investor in connection with the secondary market purchases by 

[[Page 5429]]
investors of WEBS on the AMEX. For the above reasons, applicants 
believe that the requested relief meets the section 6(c) standards for 
relief.

Applicants' Conditions

    Applicants agree that any order granting the requested relief will 
be subject to the following conditions:
    1. The Fund will not be advertised or marketed as an open-end 
investment company, i.e., as a mutual fund offering redeemable 
securities. The Fund's or any Index Series' prospectus will prominently 
disclose that WEBS are not redeemable shares and will disclose that the 
owners of WEBS may acquire and tender those shares for redemption to 
the Fund in Creation Unit aggregations only. Any advertising material 
where features of obtaining, buying or selling Creation Units are 
described or where there is reference to redeemability will prominently 
disclose that WEBS are not redeemable and that owners of WEBS may 
acquire and tender those shares for redemption to the Fund in Creation 
Unit aggregations only.
    2. The Fund will provide copies of its annual and semi-annual 
shareholder reports to DTC Participants for distribution to beneficial 
holders of WEBS.
    3. Applicants will not seek to have the Fund's registration 
statement declared effective until the SEC has approved such proposed 
rule change pursuant to rule 19b-4 under the Securities Exchange Act of 
1934 as may be necessary to enable a national securities exchange to 
list the WEBS.
    4. In addition, 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, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-3045 Filed 2-9-96; 8:45 am]
BILLING CODE 8010-01-M