[Federal Register Volume 64, Number 112 (Friday, June 11, 1999)]
[Notices]
[Pages 31658-31662]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-14873]
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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.
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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.
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\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.
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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\
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\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.
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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.
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\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.
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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\
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\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.
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[[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.
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\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.
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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.
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\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.
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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\
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\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.
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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