[Federal Register Volume 65, Number 91 (Wednesday, May 10, 2000)]
[Notices]
[Pages 30155-30163]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 00-11611]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-42748; International Series Release No. 1222; File No. 
SR-Amex-98-49]


Self-Regulatory Organizations; American Stock Exchange LLC; Order 
Approving Proposed Rule Change and Amendment Nos. 1 and 2 Thereto and 
Notice of Filing and Order Granting Accelerated Approval of Amendment 
Nos. 3, 4, and 5 to the Proposed Rule Change Relating to Listing 
Additional Series of World Equity Benchmark Shares TM

May 2, 2000.

I. Introduction

    On December 23, 1998, the American Stock Exchange LLC (``Amex'' or 
``Exchange'') filed with the Securities and Exchange Commission

[[Page 30156]]

(``Commission''), pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a 
proposed rule change to list additional series of World Equity 
Benchmark Shares (``WEBS''). The Exchange submitted Amendment No. 1 to 
its proposal on February 24, 1999,\3\ and Amendment No. 2 on April 9, 
1999.\4\ The proposed rule change and Amendment Nos. 1 and 2 were 
published for comment in the Federal Register on April 29, 1999.\5\ No 
comments were received on the proposal. The Exchange submitted 
Amendment No. 3 to its proposed rule change on December 15, 1999,\6\ 
Amendment No. 4 on January 11, 2000,\7\ and Amendment No. 5 on March 
20, 2000.\8\ This notice and order approves the proposed rule change, 
as amended, and solicits comments from interested persons on Amendment 
Nos. 3, 4, and 5.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Restated 19b-4 Filing marked Amendment No. 1 
(``Amendment No. 1'').
    \4\ See Letter from Michael Cavalier, Associate General Counsel, 
Legal & Regulatory Policy, Amex, to Katherine England, Assistant 
Director, Division of Market Regulation (``Division''), Commission, 
dated April 8, 1999 (``Amendment No. 2'').
    \5\ See Securities Exchange Act Release No. 41322 (April 22, 
1999), 64 FR 23138.
    \6\ In Amendment No. 3, the Exchange clarified the Fund's 
policies relating to the weighting of securities and industries in a 
WEBS index; the need for cash creations and redemptions in Korea, 
Taiwan, and Brazil; the surveillance procedures; the calculation of 
the indicative optimized portfolio value; and provided general 
information regarding the value of a creation unit and the expected 
NAV of individual shares. See Letter from Michael Cavalier, 
Associate General Counsel, Legal & Regulatory Policy, Amex, to Terri 
Evans, Special Counsel, Division, Commission, dated December 14, 
1999 (``Amendment No. 3'').
    \7\ In Amendment No. 4, the Exchange withdrew the WEBS Index 
Series based on the following MSCI Indicies: Greece, Indonesia 
(Free), Portugal, Thailand (Free) and Turkey. See Letter from 
Michael Cavalier, Associate General Counsel, Legal & Regulatory 
Policy, Amex, to Terri Evans, Special Counsel, Division, Commission, 
dated January 6, 2000 (``Amendment No. 4'').
    \8\ In Amendment No. 5, AMEX explained and clarified that the 
computation of the Net Asset Value (``NAV'') for the Korea, Taiwan 
and Brazil WEBS Index Series will occur at times different than was 
reflected in Amendment No. 3. The computation of the NAV for the 
Korea and Taiwan WEBS Index Series will occur at 8:30 a.m. New York 
Time. The NAV computation for the Brazil WEBS Index Series will 
occur at 5:00 p.m. New York Time. In addition, the Exchange 
clarified that Funds Distributor, Inc. will be replaced by SEI 
Investments Distribution Company no later than March 28, 2000. See 
Letter from Michael Cavalier, Associate General Counsel, Legal & 
Regulatory Policy, Amex, to Terri Evans, Special Counsel, Division, 
Commission, dated March 16, 2000 (``Amendment No. 5'').
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II. Description of the Proposal

    On March 4, 1996, the Commission approved Amex's listing and 
trading of Index Fund Shares under Amex Rules 1000A et seq.\9\ Index 
Fund Shares are shares issued by an open-end management investment 
company that seek to provide investment results that correspond 
generally to the price and yield performance of a specified foreign or 
domestic equity market index.
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    \9\ See Securities Exchange Act Release No. 36947 (March 8, 
1996), 61 FR 10606 (March 14, 1996).
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    The first Index Fund Shares approved for listing on the Exchange 
were seventeen series of WEBS issued by Foreign Fund, Inc. (now WEBS 
Index Fund, Inc.) (``Fund''), based on the following Morgan Stanley 
Capital international (``MSCI'') indices: Australia, Austria, Belgium, 
Canada, France, Germany, Hong Kong, Italy, Japan, Malaysia, Mexico 
(Free), Netherlands, Singapore (Free), Spain, Sweden, Switzerland and 
the United Kingdom.\10\ These WEBS Index Series have been trading on 
the Amex since March 18, 1996.
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    \10\ ``World Equity Benchmark Shares'' and ``WEBS'' are service 
marks of Morgan Stanley Group, Inc. ``MSCI'' and ``MSCI Indices'' 
are service marks of Morgan Stanley & Co. Incorporated.
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    The Exchange is proposing to list six additional WEBS Index Series 
based on the following MSCI indices: MSCI EMU Index,\11\ MSCI Brazil 
(Free) Index, MSCI South Korea Index, MSCI South Africa Index, MSCI 
Taiwan Index, and MSCI United States Index.
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    \11\ See Amendment No. 4, supra note 7. The MSCI EMU Index is 
comprised of stocks of companies from countries participating in the 
EMU. Currently, eleven countries are participating in the EMU: 
Austria, Belgium, Finland, France, Germany, Ireland, Italy, 
Luxembourg, the Netherlands, Portugal and Spain. The MSCI EMU is 
currently comprised of stocks of companies from ten of these EMU 
countries (e.g., all of the EMU countries except Luxembourg). MSCI 
has advised that it may, in accordance with its methodology, change 
the composition of MSCI EMU in the future, such changes could 
include adding stock(s) of companies from Luxembourg or from any 
other country that becomes a participant in EMU.
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    Issuances of WEBS by the Fund are made only in Creation Unit size 
aggregations or multiples thereof. The size of the applicable Creation 
Unit size aggregation will be set forth in the Fund's prospectus and 
varies from one WEBS Index Series to another, but is generally 
substantial (e.g., value in excess of $450,000 per Creation Unit). The 
Fund issues and sells WEBS through SEI Investments Distribution Company 
(``Distributor''),\12\ the distributor and principal underwriter, on a 
continuous basis at the NAV per share next determined after an order to 
purchase WEBS in Creation Unit size aggregations is received in proper 
form.\13\ According to the Amex, following issuance, WEBS are traded on 
the Exchange like other equity securities by professionals, as well as 
retail and institutional investors.
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    \12\ See Amendment No. 5, supra note 8.
    \13\ See infra Section II.B, Criteria for Initial and Continued 
Listing.
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    Creation Unit size aggregations of WEBS are generally issued in 
exchange for the ``in kind'' deposit of a specified portfolio of 
securities, together with a cash payment representing, in part, the 
amount of dividends accrued up to the time of issuance. Amex states 
that such deposits are made primarily by institutional investors, 
arbitrageurs and the Exchange specialist. Redemption of WEBS is 
generally made on an in-kind basis, with a portfolio of securities and 
cash exchanged for WEBS that have been tendered for redemption. 
Issuances or redemptions could also occur for cash under specified 
circumstances (e.g., if it is not possible to effect delivery of 
securities underlying the specific series in a particular foreign 
country) and at other times in the discretion of the Fund.
    Local restrictions on transfers of securities to and between 
certain types of foreign investors in Korea, Taiwan and Brazil preclude 
in-kind creations and redemptions of Creation Units of the Korea, 
Taiwan and Brazil WEBS Index Series. Accordingly, these series have 
been structured so that Creation Units may be created and redeemed 
solely for cash until such time (if ever) as the local restrictions are 
changed in a way that permits such transactions to occur on an in-kind 
basis.\14\ In addition, each of the three series will charge creation 
and redemption fees intended to offset the cost of brokerage and market 
impact associated with buying and selling the baskets of stock held by 
such Series.\15\
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    \14\ See Amendment No. 3, supra note 6.
    \15\ Id. Information regarding such fees will be included in the 
prospectus and information circular. Telephone conversation between 
Michael Cavalier, Associate General Counsel, Legal & Regulatory 
Policy, Amex, and Terri Evans, Special Counsel, Division, 
Commission, on May 1, 2000.
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    According to the Amex, an important advantage of ``in-kind'' 
redemptions and creations is that the Fund is not exposed to execution 
risk or execution costs. Amex stated in its proposal that although the 
Korea, Taiwan and Brazil WEBS Index Series will not benefit from in-
kind redemptions and creations, it is expected that the fact that 
continuous sales and redemptions are available will result in WEBS 
Index Series trading close to their NAV. Amex further notes that the 
relevant markets are among the largest and most liquid emerging 
markets. As of August 31, 1999, the market capitalizations of the 
Korean, Taiwanese and Brazilian stock markets were approximately BRL 
262.7 billion

[[Page 30157]]

or $137 billion; KRW 280,229.5 billion or $237.4 billion; and TWD 
10,393.1 billion or $326.4 billion, respectively.
    Barclays Global Fund Advisors, the Fund's investment advisor 
(``Advisor''), is of the view that the Fund should ordinarily be able 
to buy and sell Creation Unit size baskets of stocks promptly after 
receipt of an order (ordinarily on the business day after receipt of an 
order). The Fund currently intends to compute the NAV of each of the 
Korea and Taiwan WEBS Index Series at 8:30 a.m. New York Time, which is 
only a few hours after the close of each of the Korea and Taiwan 
markets. Amex notes, as with any open-end fund, a purchase or 
redemption order in respect of a WEBS Index Series is priced at the NAV 
of the series that is next determined after receipt of such an order. 
For example, if an order to purchase one or more Creation Units of 
Korea WEBS Index Series is entered with the Fund's Distributor at 4:00 
p.m. New York Time on Tuesday, the cash amount to be required to be 
transferred to the Fund would be based on the NAV of the Korea WEBS 
Index Series as of 8:30 a.m. New York Time on Wednesday (i.e., the next 
business day). According to the Amex, the Fund believes that timing the 
calculation of the NAV as of 8:30 a.m. New York Time will significantly 
lessen the exposure of the Korea and Taiwan WEBS Index Series and their 
shareholders to the risk of price movements in the local securities 
markets, because if the Korea or Taiwan WEBS Index Series receives a 
purchase or redemption order during the trading day in New York (when 
orders are accepted), that Series will have an opportunity to purchase 
or dispose of portfolio securities in the local market prior to the 
determination of the NAV following the close of the local market. 
Similarly, to ensure that the NAV of the Brazil WEBS Index Series is 
priced based on the closing prices in the Brazil markets, the Fund 
currently intends to compute the NAV of each of the Brazil WEBS Index 
Series at 5:00 p.m. New York Time.\16\
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    \16\ See Amendment No. 5, supra note 8. The timing of the 
calculation of the NAV for Brazil, South Korea, and Taiwan and the 
potential market impact of the Fund buying or selling securities in 
those markets will be disclosed in the prospectus and information 
circular. Telephone conversation between Michael Cavalier, Associate 
General Counsel, Legal & Regulatory Policy, Amex, and Terri Evans, 
Special Counsel, Division, Commission, on May 1, 2000.
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    The Fund makes available on a daily basis a list of the names and 
the required number of shares of each of the securities to be deposited 
in connection with the issuance of a particular WEBS Index Series in 
Creation Unit size aggregations, as well as information relating to the 
required cash payment representing, in part, the amount of accrued 
dividends.
    A WEBS Index Series may make periodic distributions of dividends 
from net investment income, including net foreign currency gains, if 
any, in an amount approximately equal to accumulated dividends on 
securities held by the WEBS Index Series during the applicable period, 
net of expenses and liabilities for such period.
    The NAV for each WEBS Index Series is calculated by the Fund's 
administrator, PFPC Inc. (``Administrator''). After calculation, such 
NAVs are available to the public from the Fund's Distributor via a toll 
free telephone number, and are also available to National Securities 
Clearing Corporation (``NSCC'') participants through data made 
available from NSCC.
    WEBS are registered in book entry form through The Depository Trust 
Company. Trading in WEBS on the Exchange is effected until 4:00 p.m. 
(ET) each business day. The minimum trading increment for WEBS is \1/
16\ of $1.00, pursuant to Amex Rule 127, Commentary .02.

A. MSCI Indices

    In this proposal, Amex submitted a description of the methodology 
used to calculate the MSCI Indices, which was prepared by MSCI. The 
following description, provided by Amex, supplements the description 
previously submitted to the Commission in connection with the 
Exchange's initial proposal to list WEBS.
    Each MSCI Index on which a WEBS Index Series is based is calculated 
by MSCI for each trading day in the applicable foreign exchange markets 
based on official closing prices of the applicable foreign exchange 
markets. For each trading day, MSCI publicly disseminates each index 
value for the previous day's close. MSCI Indices are reported 
periodically in major financial publications worldwide, and are also 
available through vendors of financial information.\17\
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    \17\ See also, infra Section II.C, Dissemination of Indicative 
Optimized Portfolio Value.
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    There are two broad categories of changes to the MSCI Indices. The 
first consists of market-driven changes, including mergers, 
acquisitions, and bankruptcies. These are announced and implemented as 
they occur. The second category consists of structural changes to 
reflect the evolution of a market that may occur due to changes 
industry composition or regulations, among other reasons. Structural 
changes to MSCI Indices may occur only on four dates throughout the 
year: The first business day of March, June, September and December. 
The changes are announced at least two weeks in advance.
    As noted in the WEBS prospectus for the initial seventeen WEBS 
Index Series (Registration No. 33-97598), the investment objective of 
each WEBS Index Series is to seek to provide investment results that 
correspond generally to the price and yield performance of public 
securities traded in the aggregate in particular markets, as 
represented by specific MSCI benchmark indices. Each WEBS Index Series 
utilizes a ``passive'' or indexing investment approach, which attempts 
to approximate the investment performance of its benchmark index 
through quantitative analytical procedures. Each Index Series has the 
policy to remain as fully invested as practicable in a pool of 
securities the performance of which will approximate the performance of 
the benchmark MSCI Index taken in its entirety. MSCI generally seeks to 
have 60% of the capitalization of a country's stock market reflected in 
the MSCI Index for such country, although in some cases, other 
considerations may result in an MSCI Index reflecting less or more than 
this percentage.
    The Fund maintains several policies relating to the weighting of 
securities in a WEBS Index Series, which serve to prevent excessive 
weighting by individual securities. For example, in order for the Fund 
to qualify for tax treatment as a regulated investment company, it must 
meet several requirements under the Internal Revenue Code. Among these 
is the requirement that, at the close of each quarter of the Fund's 
taxable year, (1) at least 50% of the market value of the Fund's total 
assets must be represented by cash items, U.S. government securities, 
securities of other regulated investment companies and other 
securities, with such other securities limited for purposes of this 
calculation in respect of any one issuer to an amount not greater than 
5% of the value of the Fund's assets and not greater than 10% of the 
outstanding voting securities of such issuer, and (2) not more than 25% 
of the value of its total assets may be invested in the securities of 
any one issuer, or of two or more issuers that are controlled by the 
Fund (within the meaning of section 851(b)(4)(B) of the Internal 
Revenue Code) and that are engaged in the same or similar trades or 
businesses or related trades or businesses (other than U.S. government

[[Page 30158]]

securities or the securities of other regulated investment 
companies).\18\
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    \18\ See Amendment No. 3, supra note 6.
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    The Fund also maintains an industry concentration policy of all 
WEBS Index Series. With respect to the two most heavily weighted 
industries or groups of industries in its benchmark MSCI Index, a WEBS 
Index Series will invest in securities (consistent with its investment 
objective and other investment policies) so that the weighting of each 
such industry or group of industries in the WEBS Index Series does not 
diverge by more than 10% from the respective weighting of such industry 
or group of industries in its benchmark MSCI Index. An exception to 
this policy is that if investment in the stock of a single issuer would 
account for more than 25% of the WEBS Index Series, the WEBS Index 
Series will invest less than 25% of its net assets in such stock and 
will reallocate the excess to stock(s) in the same industry or group of 
industries, and/or stock(s) in another industry or group of industries, 
in its benchmark MSCI Index. Each WEBS Index Series will evaluate these 
industry weightings at least weekly, and at the time of evaluation will 
adjust its portfolio composition to the extent necessary to maintain 
compliance with the above policy. A WEBS Index series may not 
concentrate its investments except as discussed above. This policy is a 
fundamental investment policy and may not be changed without the 
approval of a majority of a WEBS Index Series shareholders.\19\
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    \19\ Id.
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    Through the application of portfolio sampling, each of the WEBS 
Index Series is expected to contain less than all of the component 
stocks in its respective benchmark MSCI Index. The following tables set 
forth the number of stocks contained in the Benchmark MSCI Index, and 
the initial number of stocks expected to be included in each 
corresponding WEBS Index Series (data as of December 3, 1999).

------------------------------------------------------------------------
                                                 Number of    Number of
                                                 stocks in    stocks in
                 County/Region                   benchmark    WEBS index
                                                 MSCI index     series
------------------------------------------------------------------------
Brazil........................................           47           41
South Korea...................................           92           92
South Africa..................................           46           39
Taiwan........................................           76           69
United States.................................          324          155
EMU...........................................          317          125
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    Each WEBS Index Series has a policy to remain as fully invested as 
practicable in a pool of equity securities. Each WEBS Index Series will 
normally invest at least 95% of its total assets in stocks that are 
represented in its benchmark MSCI Index except, in limited 
circumstances, to assist in meeting shareholder redemptions of Creation 
Units. In order to comply with the Internal Revenue Code, and manage 
corporate actions and index changes in the smaller markets, each of the 
Brazil (Free), South Korea, South Africa, and Taiwan WEBS Index Series 
will at all times invest at least 80% of its total assets in such 
stocks and at least half of the remaining 20% of its total assets in 
such stocks or in stocks included in the relevant market but not in its 
benchmark MSCI Index.\20\
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    \20\ Id.
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    The Exchange believes that these requirements and policies prevent 
any WEBS Index Series from being excessively weighted in any single 
security or small group of securities and significantly reduce concerns 
that trading in a particular WEBS Index Series could become a surrogate 
for trading in unregistered securities.\21\
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    \21\ Id.
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    As stated above, a WEBS Index Series does not hold all of the 
issues that comprise the subject MSCI Index, but attempts to hold a 
representative sample of the securities in the Index utilizing a 
technique known as ``portfolio sampling.'' As noted in the WEBS 
prospectus, it is expected that, over time, the ``expected tracking 
error'' of a WEBS Index Series relative to the performance of the 
relevant MSCI Index will be less than 5%. An expected tracking error of 
5% means that there is a 68% probability that the net return on the 
asset value for the Index Series (including dividends and without 
reflecting expenses) will be between 95% and 105% of the return of the 
subject MSCI Index after one year without rebalancing the portfolio 
composition. While no particular level of tracking error is assured, 
the Fund's Advisor, monitors the tracking error of each Index Series on 
an ongoing basis and seeks to minimize tracking error to the maximum 
extent possible. Semi-annual and annual reports of the Fund disclose 
tracking error over the previous six-month periods, and in the event 
that tracking error exceeds 5%, the Fund Board of Directors will 
consider what action might be appropriate.

B. Criteria for Initial and Continued Listing

    WEBS are subject to the criteria for initial and continued listing 
of Index Fund Shares in Amex Rule 1002A. For each of the six WEBS Index 
Series, it is anticipated that a minimum of two Creation Units will be 
required to be outstanding at the start of trading, with the exception 
of the United States WEBS Index Series and the EMU Index Series, for 
which one Creation Unit will be required to be outstanding at 
commencement of trading. It is anticipated that a Creation Unit will 
consist of 50,000 WEBS except for the United States WEBS Index Series 
and EMU WEBS Index Series, for which the anticipated minimums are 
500,000 and 200,000 WEBS, respectively. The value of a Creation Unit at 
the start of trading would in all cases be in excess of $500,000. It is 
expected that the NAV of an individual share will initially range from 
$10 to $25.\22\ The Fund will establish a minimum number of WEBS shares 
per Creation Unit for each Index Series prior to commencement of 
trading, which minimum number will be disclosed in the Fund's 
prospectus. According to the Exchange, the proposed minimum number of 
WEBS outstanding at the start of trading for each WEBS Index Series is 
sufficient to provide market outstanding at the start of trading for 
each WEBS Index Series is sufficient to provide market liquidity and to 
further the Fund's objective to seek to provide investment results that 
correspond generally to the price and yield performance of a specified 
MSCI Index.
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    \22\ Telephone conversation between Michael Cavalier, Associate 
General Counsel, Legal & Regulatory Policy, Amex, and Terri Evans, 
Special Counsel, Division, Commission, on January 31, 2000.
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C. Dissemination of Indicative Optimized Portfolio Value

    As noted above, MSCI disseminates values for each MSCI Index once 
each trading day, based on closing prices in the relevant exchange 
market. In addition, the Fund makes available on a daily basis the 
names and required number of shares of each of the securities to be 
deposited in connection with the issuance of WEBS in Creation Unit size 
aggregations for each WEBS Index Series, as well as information 
relating to the required cash payment representing, in part, the amount 
of accrued dividends applicable to such WEBS Index Series. This 
information is made available by the Fund's Advisor to any NSCC 
participant requesting such information. In addition, other investors 
can request such information directly from the Fund's Distributor. The 
NAV for each WEBS Index Series is calculated daily by the Fund's 
Administrator.
    In order to provide updated information relating to each WEBS

[[Page 30159]]

Index Series for use by investors, professionals and persons wishing to 
create or redeem WEBS,\23\ the Exchange currently disseminates through 
the facilities of the Consolidated Tape Association (``CTA'') an 
updated ``indicative optimized protfolio value'' (``Value'') for each 
of the seventeen WEBS Index Series currently traded as calculated by 
Bloomberg, L.P. The Exchange will also disseminate a Value for the 
proposed six new WEBS Index Series over CTA facilities (Network B) as 
calculated by a securities information provider (``Value calculator''). 
The Value for the proposed WEBS Index Series will be calculated by 
Bloomberg, L.P. in the same manner utilized by Bloomberg to calculate 
the Value for the seventeen WEBS index series that are currently 
trading.\24\ The Value is disseminated on a per WEBS basis every 15 
seconds during regular Amex trading hours of 9:30 a.m. to 4 p.m. (ET). 
The equity securities values included in the Value are the values of 
the designated portfolio of equity securities (``Deposit Securities'') 
constituting an optimized representation of the benchmark MSCI foreign 
index for each WEBS Index Series, which is the same as the portfolio 
that to be utilized generally in connection with creations and 
redemptions of WEBS in Creation Unit Size aggregations on that day. The 
equity securities included in the Value reflect the same market 
capitalization weighting as the Deposit Securities in the optimized for 
the particular WEBS Index Series. In addition to the value of the 
Deposit Securities for each WEBS Index Series, the Value includes a 
cash component consisting of estimated accrued dividend and other 
income, less expenses. The Value also reflects changes in currency 
exchange rates between the U.S. dollar and the applicable home country 
currency.
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    \23\ WEBS cannot be redeemed individually but must be redeemed 
in Creation Unit size aggregations applicable to the specific WEBS 
Index Series.
    \24\ See Amendment No. 3, supra note 6.
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    The Value does not reflect the value of all securities included in 
the applicable benchmark MSCI index. In addition, the Value does not 
necessarily reflect the precise composition of the current portfolio of 
securities held by the Fund for each WEBS Index Series at a particular 
point in time. Therefore, Amex has stated that the Value of a per WEBS 
basis disseminated during Amex trading hours should not be viewed as a 
real time update of the NAV of the Fund, which is calculated only once 
a day. While the Value disseminated by the Amex at 9:30 a.m. is 
generally very close to the most recently calculated Fund NAV on a per 
WEBS basis,\25\ Amex notes that it is possible that the value of the 
portfolio of securities held by the Fund for a particular WEBS Index 
Series may diverge from the Deposit Securities Values during any 
trading day. In such case, the Value will not precisely reflect the 
value of the Fund portfolio. Following calculation of the NAV by the 
Fund's Administrator as of 4:00 p.m. (ET),\26\ the Value on a per WEBS 
basis can be expected to be the same as the NAV of the Fund on a per 
WEBS basis.
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    \25\ A slight difference between the Value disseminated at 9:30 
a.m. and the most recently calculated Fund NAV can be expected 
because the Value will include an estimated cash amount consisting 
principally of any dividend accruals for the Deposit Securities 
going ``ex-dividend'' on that day.
    \26\ The NAV for Korea and Taiwan will be calculated at 8:30 
a.m. New York Time and 5 p.m. New York Time of Brazil. See Amendment 
No. 5, supra note 8.
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    However, during the trading day, Amex believes the Value can be 
expected to closely approximate the value per WEBS share of the 
portfolio of securities for each WEBS Index Series except under unusual 
circumstances (e.g., in the case of extensive rebalancing of multiple 
securities in a WEBS Index Series at the same time by the Fund 
Advisor). According to the Amex, the circumstances that might cause the 
Value to be based on calculations different from the valuation per WEBS 
share of the actual portfolio of an Index Series would not be different 
than circumstances causing any index fund or trust to diverge from the 
underlying benchmark index.
    The Exchange believes that dissemination of the Value based on the 
Deposit Securities provides additional information regarding each WEBS 
Index Series that is not otherwise available to the public and is 
useful to professionals and investors in connection with WEBS trading 
on the Exchange or the creation or redemption of WEBS.
    For South Korea and Taiwan, there is no overlap in trading hours 
between the foreign markets and the Amex. Therefore, for each Index 
Series, the Value calculator will utilize closing prices (in applicable 
foreign currency prices) in the principal foreign market for securities 
in the WEBS portfolio, and convert the price to U.S. dollars. This 
Value will be updated every 15 seconds during Amex trading hours to 
reflect changes in currency exchange rates between the U.S. dollar and 
the applicable foreign currency. The Value will also include the 
applicable estimated cash component for each WEBS Index Series.
    For Brazil, South Africa, and countries included in the MSCI EMU 
Index, which have trading hours overlapping regular Amex trading hours, 
the Value calculator will update the applicable Value every 15 seconds 
to reflect price changes in the applicable foreign market or markets, 
and convert such prices into U.S. dollars based on the current currency 
exchange rate. When the foreign market or markets are closed but the 
Amex is open, the Value will be updated every 15 seconds to reflect 
changes in currency exchange rates after the foreign market close. The 
Value will also include the applicable estimated cash component for 
each Index Series.
    For United States WEBS Index Series, the Value calculator will 
update the Value at least every 15 seconds, and such Value will 
included the applicable estimated cash component.

D. Original and Annual Listing Fees

    The Amex original listing fee applicable to the listing of WEBS 
Index Series is $5,000 per WEBS Index Series. In addition, the annual 
listing fee applicable to WEBS Index Series under Section 141 of the 
Amex Company Guide will be based upon the year-end aggregate number of 
outstanding WEBS in all series, including the seventeen existing series 
and the additional series proposed herein.

E. Stop and Stop Limit Orders

    Amex Rule 154, Commentary .04(c) provides that stop and stop limit 
orders to buy or sell a security (other than an option, which is 
covered by Amex Rule 950(f) and Commentary thereto) the price of which 
is derivatively priced based upon another security or index of 
securities, may with the prior approval of a Floor Official, be elected 
by a quotation, as set forth in Commentary .04(c)(i-v). The Exchange 
has designated Index Fund Shares, including WEBS, as eligible for this 
treatment.\27\
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    \27\ See Securities Exchange Act Release No. 29063 (April 10, 
1991) 56 FR 15652 (April 17, 1991) note 9 (regarding Exchange 
designation of equity derivative securities as eligible for such 
treatment under Rule 154, Commentary .04(c)).
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F. Amex Rule 190

    Amex Rule 190, Commentary .04, applies to Index Fund Shares listed 
on the Exchange, including WEBS. Commentary .04 states that nothing in 
Amex Rule 190(a) should be construed to restrict a specialist 
registered in a security issued by an investment company from 
purchasing and redeeming the listed security, or securities that can be 
subdivided or

[[Page 30160]]

converted into the listed security, from the issuer as appropriate to 
facilitate the maintenance of a fair and orderly market.

G. Prospectus Delivery, Purchases, Redemptions, and Suitability

    The Exchange, in an Information Circular to Exchange members and 
member organizations, will inform members and member organizations, 
prior to commencement of trading, that investors purchasing WEBS are 
required to receive a Fund prospectus prior to or concurrently with the 
confirmation of a transaction therein. The prospectus will disclose, 
among other matters, that the NAV is determined for Brazil, South 
Korea, and Taiwan at different times than other MSCI WEBS Index Series. 
Further the prospectus will disclose the possible market impact of the 
Fund buying or selling securities in Brazil, South Korea, and Taiwan 
prior to the calculation of the NAV,\28\ as well as the creation and 
redemption fees for those WEBS.\29\
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    \28\ Telephone conversation between Georgia Bullitt, Vice 
President, Morgan Stanley Dean Witter, and Belinda Blaine, Associate 
Director, Division, Commission, on March 28, 2000.
    \29\ Telephone conservation between Michael Cavalier, Associate 
General Counsel, Legal & Regulatory Policy, Amex, and Terri Evans, 
Special Counsel, Division, Commission, on May 1, 2000.
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    In the Amex's Information Circular, members and member 
organizations will be informed that procedures for purchases and 
redemptions of WEBS in Creation Unit Size are described in the Fund 
prospectus and statement of additional information, and that WEBS are 
not individually redeemable but are redeemable only in Creation Unit 
Size aggregations or multiples thereof. Further, the Information 
Circular will discuss certain factors that make the Brazil, South 
Korea, and Taiwan WEBS Series different from the other WEBS Index 
Series. This includes that the NAV for Brazil, South Korea, and Taiwan 
is determined at a different time than the other WEBS Index Series; 
there is a fee for creations and redemptions for WEBS based on Brazil, 
South Korea, and Taiwan; and there is a potential market impact of the 
Fund buying and selling in those three markets prior to the calculation 
of the NAV.\30\ The Information Circular will also inform members and 
member organizations of the characteristics of the specific series and 
of applicable Exchange rules, as well as of the requirements of Amex 
Rule 411 (Duty to Know and Approve Customers).
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    \30\ Id.
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H. Trading Halts and Surveillance

    In addition to other factors that may be relevant, the Exchange may 
consider factors such as those set forth in Amex Rule 918C(b) in 
exercising its discretion to halt or suspend trading in Index Fund 
Shares, including WEBS. These factors would include, but are not 
limited to: (1) The extent to which trading is not occurring in stocks 
underlying the index; or (2) whether other unusual conditions or 
circumstances detrimental to the maintenance of a fair and orderly 
market are present.\31\ In addition, trading in WEBS will be halted if 
the circuit breaker parameters under Amex Rule 117 have been reached.
---------------------------------------------------------------------------

    \31\ See Amex Rule 918C.
---------------------------------------------------------------------------

    Exchange surveillance procedures applicable to trading in the 
proposed WEBS Index Series are the same as those applicable to WEBS 
currently trading on the Exchange.\32\
---------------------------------------------------------------------------

    \32\ See Amendment No. 3, supra note 6.
---------------------------------------------------------------------------

III. Discussion

    The Commission finds that the proposed rule change, as amended, is 
consistent with the requirements of the Act and the rules and 
regulations thereunder applicable to a national securities exchange 
and, in particular, the requirements of Section 6(b)(5) of the Act.\33\ 
The Commission believes that the Exchange's proposal to list and trade 
WEBS will provide investors with a convenient way of participating in 
the foreign securities markets. The Commission believes that the 
Exchange's proposal should help to provide investors with increased 
flexibility in satisfying their investment needs by allowing them to 
purchase and sell securities at negotiated prices throughout the 
business day that replicate the performance of several portfolios of 
stocks.\34\ Accordingly, the Commission finds that the Exchange's 
proposal will facilitate transactions in securities, remove impediments 
to and perfect the mechanism of a free and open market and a national 
market system, and, in general, protect investors and the public 
interest, and is not designed to permit unfair discrimination between 
customers, issuers, brokers, or dealers.\35\
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    \33\ 15 U.S.C. 78f(b)(5). In approving this rule, the Commission 
notes that is has considered the proposed rule's impact on 
efficiency, competition, and capital formation. 15 U.S.C. 78c(f).
    \34\ The Commission notes that unlike typical open-end 
investment companies, where investors have the right to redeem their 
fund shares on a daily basis, investors in WEBS can redeem in 
Creation Unit size aggregations only.
    \35\ Pursuant to Section 6(b)(5) of the Act, the Commission must 
predicate approval of exchange trading for new products upon a 
finding that the introduction of the product is in the public 
interest. Such a finding would be difficult with respect to a 
product that served no investment, hedging or other economic 
functions, because any benefits that might be derived by market 
participants would likely be outweighed by the potential for 
manipulation, diminished public confidence in the integrity of the 
markets, and other valid regulatory concerns.
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    The estimated cost of an individual WEBS, approximately $10 to $25, 
should make it attractive to individual retail investors who wish to 
hold a security replicating the performance of a portfolio of foreign 
stocks. Moreover, the Commission believes that WEBS will provide 
investors with several advantages over standard open-end investment 
companies specializing in such stocks. In particular, investors will be 
able to trade WEBS continuously throughout the business day in 
secondary market transactions at negotiated prices.\36\ Accordingly, 
WEBS should allow investors to: (1) Respond quickly to market changes 
through intra-day trading opportunities; (2) engage in hedging 
strategies not currently available to retain investors; and (3) reduce 
transaction costs for trading a portfolio of securities.
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    \36\ Because of potential arbitrage opportunities, the 
Commission believes that WEBS will not trade at a material discount 
or premium in relation to their NAV. The mere potential for 
arbitrage should keep the market price of WEBS comparable to their 
NAVs; therefore, arbitrage activity likely will not be significant. 
In addition, the Fund will generally redeem in-kind, thereby 
enabling the Fund to invest most of its assets in securities 
comprising the MSCI Indices.
---------------------------------------------------------------------------

    Although the value of WEBS will be based on the value of the 
securities and cash held in the Fund, WEBS are not leveraged 
instruments.\37\ In essence, WEBS are equity securities that represent 
an interest in a portfolio of stocks designed to reflect the applicable 
MSCI Index. Accordingly, it is appropriate to regulate WEBS in a manner 
similar to other equity securities. Nevertheless, the Commission 
believes that the unique nature of WEBS raise certain product design, 
disclosure, trading, and other issues that must be addressed.
---------------------------------------------------------------------------

    \37\ In contrast, proposals to list exchange-traded derivative 
products that contain a built-in leverage feature or component raise 
additional regulatory issues, including heightened concerns 
regarding manipulation, market impact, and customer suitability. See 
e.g., Securities Exchange Act Release No. 36165 (August 29, 1995), 
60 FR 46653 (relating to the establishment of uniform listing and 
trading guidelines for stock index, currency, and currency index 
warrants).
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A. WEBS Generally

    The Commission believes that the proposed WEBS are reasonably 
designed to provide investors with an investment vehicle that 
substantially reflects in value the index it is based upon, and, in 
turn, the performance of

[[Page 30161]]

the specified foreign equities market. WEBS will be deemed equity 
securities subject to Amex rule governing the trading of equity 
securities. As such, the Commission finds that adequate rules and 
procedures exist to govern the trading of WEBS. In this regard, the 
Commission notes that MSCI imposes specified criteria in the selection 
of Index components. MSCI generally seeks to have 60% of a market's 
capitalization reflected in that market's corresponding index. In 
selecting components for a given Index, MSCI excludes issues that are 
either small or higher illiquid. Index constituents are selected on the 
basis of seeking to maximize float and liquidity, reflecting a market's 
size and industry profiles, and minimizing cross-ownership.
    The aim of this component selection process is to make index 
components highly representative of the over-all economic sector make-
up and market capitalization of a given market. At the same time, 
securities that are illiquid or have a restricted float are avoided. 
The Commission believes that these criteria should serve to ensure that 
the underlying securities of these indices are well capitalized and 
actively traded. The Commission also notes that a WEBS series normally 
will invest at least 95% of its total assets in such stocks, 
represented by the benchmark index. Three of the new WEBS, however, are 
normally only required to invest at least 80% of their total assets in 
stocks represented in its benchmark MSCI Index, with at least half of 
the remaining 20% in such stocks or in stocks included in the relevant 
market but not its benchmark MSCI Index. The Commission believes 
nevertheless that these procedures provide sufficient investment in the 
underlying Index. As stated above, each WEBS Index Series has a policy 
to concentrate its investments in an industry or industries if, and to 
the extent that, its corresponding MSCI Index concentrates in such 
industry or industries, except where the stock of a single issuer would 
account for more than 25% of the WEBS Index Series. While the 
Commission believes these requirements should help to reduce concerns 
that the WEBS could become a surrogate for trading in a single or a few 
unregistered stocks, in the event that a series of WEBS were to become 
such a surrogate, the Commission would expect the Amex to take action 
immediately to delist the securities to ensure compliance with the Act.
    A WEBS series will not hold all of the securities that comprise the 
subject MSCI Index, but will attempt to hold a representative selection 
of such securities by means of ``portfolio sampling.'' \38\ Moreover, 
no WEBS series currently is expected to have fewer than seventeen of 
the component securities of the corresponding MSCI Index.\39\ The 
Commission believes that taken together, the foregoing are adequate to 
characterize WEBS as bona fide index funds. The Commission would be 
concerned, however, if the capitalization percentages or minimum number 
of WEBS component securities were to fall to a level such that the WEBS 
portfolio no longer would substantially reflect their corresponding 
WEBS indices.\40\
---------------------------------------------------------------------------

    \38\ See supra Country/Region Table in Section II.A, MSCI 
Indices.
    \39\ Telephone conversation between Michael Cavalier, Associate 
General Counsel, Legal & Regulatory Policy, Exchange, and Terri 
Evans, Special Counsel, Division, Commission, on February 17, 2000.
    \40\ Among other issues that may arise under the federal 
securities laws, such an occurrence could raise the issue of whether 
WEBS trading would remain consistent with Amex listing standards for 
Index Fund Shares, as well as the surrogate trading issue noted 
above.
---------------------------------------------------------------------------

B. Disclosure

    The Commission believes that the Exchange's proposal should ensure 
that investors have information that will allow them to be adequately 
apprised of the terms, characteristics, and risks of trading WEBS.\41\ 
As noted above, all WEBS investors; including secondary market 
purchasers, will receive a prospectus regarding the product. Because 
WEBS will be in continuous distribution, the prospectus delivery 
requirements of the Securities Act of 1933 will apply both to initial 
investors, and to all investors purchasing such securities in secondary 
market transaction on the Amex. The prospectus will address the special 
characteristics of a particular WEBS Index Series, including a 
statement regarding their redeemability and method of creation. As 
noted above, certain features make three of the WEBS Series operate 
different from the other WEBS Index Series. Accordingly, the prospectus 
will disclose that the NAV for Brazil, South Korea, and Taiwan is 
determined at different times than other MSCI WEBS Index Series. 
Further, the prospectus will disclose the possible market impact of the 
Fund buying or selling securities in Brazil, South Korea, and Taiwan 
and the creation and redemption fees, intended to offset the brokerage 
fees and market impact associate with buying and selling securities 
held by the Fund, that will be charged for those three indices.
---------------------------------------------------------------------------

    \41\ The Exchange states that it may, in the future, seek to 
obtain an exemption from the prospectus delivery requirement, either 
with respect to WEBS or other Index Fund Shares listed on the 
Exchange. In the event it obtains such an exemption, the Exchange 
will discuss with Commission staff the appropriate level of the 
disclosure that should be required with respect to the Index Fund 
Shares being listed, and will file any necessary rule change to 
provide for such disclosure.
---------------------------------------------------------------------------

    The Commission also notes that upon the initial listing of any 
class of WEBS, the Exchange will issue a circular to its members 
explaining the unique characteristics and risks of this type of 
security. The circular also will note Exchange members' 
responsibilities under Exchange Rule 411 (``know your customer rule'') 
regarding transactions in WEBS. Exchange Rule 411 generally requires 
that members use due diligence to learn the essential facts relative to 
every customer, every order or account accepted.\42\ The circular also 
will address members' responsibility to deliver a prospectus to all 
investors as well as highlight the characteristics of purchases in 
WEBS, including that they only are redeemable in Creation Unit size 
aggregations. In addition, the Information Circular will disclose that 
the NAV for Brazil, South Korea, and Taiwan is determined at different 
times than other MSCI WEBS Index Series. Further, the Information 
Circular will disclose the possible market impact of the Fund buying or 
selling securities in Brazil, South Korea, and Taiwan and the creation 
and redemption fees that will be charged for those three indices.
---------------------------------------------------------------------------

    \42\ Amex Rule 411.
---------------------------------------------------------------------------

C. Dissemination of WEBS Portfolio Information

    The Commission believes that the Values the Exchange proposes to 
have disseminated for the six WEBS series will provide investors with 
timely and useful information concerning the value of WEBS or a per 
WEBS basis. The Exchange represents that the information will be 
disseminated through the facilities of the CTA and will reflect 
currently available information concerning the value of the assets 
comprising the Deposit Securities. This information will be 
disseminated every 15 seconds during regular Amex trading hours of 9:30 
a.m. to 4 p.m., New York Time. In addition, since it is expected that 
the Value will closely track the applicable WEBS series, the Commission 
believes that the Values will provide investors with adequate 
information to determine the intra-day value of a given WEBS series. 
The Commission expects that the Amex will monitor the disseminated 
Value, and if the Amex were to determine that the Value does not 
closely track applicable WEBS series, it

[[Page 30162]]

would arrange to disseminate an adequate alternative value.

D. Specialists

    The Commission finds that it is consistent with the Act to allow a 
specialist registered in a security issued by an Investment Company to 
purchase or redeem the listed security from the issuers as appropriate 
to facilitate the maintenance of a fair and orderly market in that 
security. As noted in the original WEBS order, which also permitted 
specialist purchases and redemptions, the Commission believes that such 
market activities should enhance liquidity in such securities and 
facilitate a specialist's market-making responsibilities. In addition, 
because the specialist only will be able to purchase and redeem Units 
on the same terms and conditions as any other investor at NAV in 
accordance with the terms of the Fund prospectus and statement of 
additional information, the Commission believes that concerns regarding 
potential abuse are minimized. The Exchange's existing surveillance 
procedures also should ensure that such purchases are only for the 
purpose of maintaining fair and orderly markets, and not for any other 
improper or speculative purposes. Finally, the Commission notes that 
its approval of this aspect of the Exchange's rule proposal does not 
address any other requirements or obligations under the federal 
securities laws that may be applicable.

E. Surveillance

    The Commission notes that surveillance of the new WEBS product is 
the same as the original WEBS products. The Commission believes that 
the surveillance procedures developed by the Amex for WEBS are adequate 
to address concerns associated with the listing and trading of such 
securities, including any concerns associated with purchasing and 
redeeming Creation Units.
    When a broker dealer, such as Morgan Stanley Dean Witter 
(``MSDW''), or a broker dealer's affiliate, such as MSCI, in involved 
in the development and maintenance of a stock index upon which a 
product such as WEBS is based, the broker-dealer and its affiliate 
should have procedures designed specifically to address the improper 
sharing of information. The Commission notes that MSCI has implemented 
procedures to prevent the misuse of material, non-public information 
regarding changes to component stocks in the WEBS Index Series. The 
Commission believes that the information barrier procedures put in 
place by MSCI address the unauthorized transfer and misuse of material, 
non-public information.

F. Stop and Stop Limit Orders

    The Commission believes that the Amex's proposal to designate the 
additional WEBS Index Series as eligible for election by quotation with 
the prior approval of a Floor Official is consistent with the Act. Amex 
Rule 154, Commentary.04(c) generally provides that stop and stop limit 
orders to buy or sell a security or index of securities may with the 
prior approval of a Floor Official, be elected by a quotation, as set 
forth in Rule 154, Commentary.04(c)(1-v). Rule 154, Commentary.04(c)(v) 
states that election by quotation only is available for such derivative 
securities as are designated by the Exchange as eligible for such 
treatment. The Exchange's proposal would so designate WEBS.
    As previously noted by the Commission, allowing stop and stop limit 
orders in WEBS to be elected by quotation, a rule typically used in the 
options context, is appropriate because, as a result of their 
derivative nature, WEBS are in effect equity securities that have a 
pricing and trading relationship to the underlying securities similar 
to the relationship between options and their underlying 
securities.\43\
---------------------------------------------------------------------------

    \43\ See generally Securities Exchange Act Release No. 29063 
(April 10, 1991), 56 FR 15652 (approving Amex proposal relating to 
stop and stop limit orders in certain equity securities).
---------------------------------------------------------------------------

G. Scope of the Commission's Order

    The Commission is approving in general the Exchange's proposed 
listing standards for the six new WEBS described herein. Other 
similarly structured products, including WEBS based on MSCI Indices not 
described herein, would require review by the Commission pursuant to 
Section 19(b) of the Act \44\ prior to being traded on the Exchange.
---------------------------------------------------------------------------

    \44\ 15 U.S.C. 78s(b)
---------------------------------------------------------------------------

H. Accelerated Approval of Amendment Nos. 3, 4 and 5

    The Commission finds good cause for approving Amendment Nos. 3, 4 
and 5 prior to the thirtieth day after the date of publication of 
notice of filing thereof in the Federal Register. Amendment No. 3 
merely clarifies certain aspects of the proposed rule change, such as 
the Fund's policy with respect to the weighting of securities in a WEBS 
Index Series; cash creations and redemptions for Korea, Taiwan and 
Brazil WEBS Index Series; surveillance procedures; and the value of 
individual shares. Amendment No. 4 merely withdraws WEBS Index Series 
based on five different countries. And finally, Amendment No. 5 
clarifies the timing of when the NAV for Brazil South Korea, and Taiwan 
is calculated. The Commission notes that all of the countries upon 
which the Exchange is proposing to trade new WEBS were disclosed during 
comment period and no comments were received.
    The Commission believes that Amendment No. 3 strengthens the 
Exchange's proposal, because it provides greater information to 
investors regarding the weighting of securities in a WEBS Index Series. 
In addition, Amendment No. 3 assures investors that the Exchange's 
surveillance procedures for its current WEBS Index Series will apply to 
the six new WEBS Index Series. Further, the use of cash in lieu of 
``in-kind'' creations and redemptions is consistent with Amex Rule 
1000A. The Commission also believes that it is appropriate for the 
Exchange to withdraw five of the WEBS Index Series in Amendment No. 4. 
The Commission notes that Amendment No. 5 merely changes the timing of 
the NAV calculation for the Korea, Taiwan, and Brazil WEBS Index 
Series. As noted above, the Fund believes that the timing of the 
calculation of the NAV until the next day will significantly lessen 
exposure of the Korea and Taiwan WEBS Index Series and their 
shareholders to the risk of price movements in the local market. In 
addition, the timing of the NAV calculation of the Brazil WEBS Index 
Series should help to ensure that it is based on the Brazilian markets' 
closing prices. While there may be a market impact as a result of this 
change, this is disclosed in the prospectus given to all investors 
trading in WEBS and the Information Circular. Accordingly, the 
Commission believes that there is good cause, consistent with Sections 
6(b)(5) and 19(b) of the Act,\45\ to improve Amendment Nos. 3, 4, and 5 
to the proposal on an accelerated basis.
---------------------------------------------------------------------------

    \45\ 15 U.S.C. 78f(b)(5) and 78s(b).
---------------------------------------------------------------------------

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views and 
arguments concerning Amendment Nos. 3, 4, and 5, including whether 
Amendment Nos. 3, 4, and 5 are consistent with the Act. Persons making 
written submissions should file six copies thereof with the Secretary, 
Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, 
D.C. 20549-0609. Copies of the submission, all subsequent amendments, 
all written statements with respect to the proposed

[[Page 30163]]

rule change that are filed with the Commission, and all written 
communications relating to the proposed rule change between the 
Commission and any person, other than those that may be withheld from 
the public in accordance with the provisions of 5 U.S.C. 552, will be 
available for inspection and copying in the Commission's Public 
Reference Room in Washington, D.C. Copies of such filing will also be 
available for inspection and copying at the principal office of the 
Exchange. All submissions should refer to File No. SR-Amex-98-49 and 
should be submitted by May 31, 2000.

V. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\46\ that the proposed rule change (SR-Amex-98-49), as amended, is 
approved.
---------------------------------------------------------------------------

    \46\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\47\
---------------------------------------------------------------------------

    \47\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 00-11611 Filed 5-9-00; 8:45 am]
BILLING CODE 8010-01-M