October 25, 1996
U.S. Securities and Exchange Commission
Attn: Filing Desk
450 5th Street, N.W.
Washington, DC 20549
RE: Rule 24(f)-2 Notice for Foreign Fund, Inc.
File No. 33-97598
Dear Gentlemen and Ladies:
Pursuant to Rule 24(f)-2 of the Investment Company Act of 1940, the above
referenced Fund hereby files the following:
1. Rule 24(f)-2 Notice; and
2. Opinion of Counsel.
We will obtain confirmation of this filing via our CompuServe account,
72741,733. If there are any questions on this filing I can be reached at
(302) 791-2919.
Very Truly Yours,
Wendy McGee
Legal Assistant
Enclosures
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24f-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer: Foreign Fund, Inc.
400 Bellevue Parkway
Wilmington, DE 19809
2. Name of each series or class of funds for which this notice is filed:
Australia Index Series
Austria Index Series
Belgium Index Series
Canada Index Series
France Index Series
Germany Index Series
Hong Kong Index Series
Italy Index Series
Japan Index Series
Malaysia Index Series
Mexico (Free) Index Series
Netherlands Index Series
Singapore (Free) Index Series
Spain Index Series
Sweden Index Series
Switzerland Index Series
United Kingdom Index Series
3. Investment Company Act File Number: 33-97598
Securities Act File Number: 811-9102
4. Last day of fiscal year for which this notice is filed: August 31, 1996
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable:
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year: -0-
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: -0-
9. Number and aggregate sale price of securities sold during the fiscal
year:
Number Sale Price
25,632,300 $345,816,998
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number Sale Price
25,632,300 $345,816,998
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item 10): + 345,816,998
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): + 0
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 35,381,949
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable): + 0
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2
[line (i), plus line (ii), less line (iii), plus
line (iv)] (if applicable): $ 310,435,049
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation: \ 3300
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: $ 94,071.23
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[ X ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
October 17, 1996
SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By: /s/Stephen M. Wynne
Stephen M. Wynne
Treasurer
Date: October 23, 1996
October 24, 1996
Foreign Fund, Inc.,
c/o PFPC Inc.,
400 Bellevue Parkway,
Wilmington, Delaware 19809.
Dear Sirs:
You have requested our opinion in connection with the notice which you
propose to file pursuant to Rule 24f-2 under the Investment Company Act of
1940 with respect to your Capital Stock, $0.001 par value ("Capital Stock"),
as follows: 1,200,030 shares of Capital Stock of your Australia Index
Series (the "Australia WEBS"); 1,300,030 shares of Capital Stock of your
Austria Index Series (the "Austria WEBS")' 120,030 shares of Capital Stock of
your Belgium Index Series (the "Belgium WEBS"); 1,300,030 shares of Capital
Stock of your Canada Index Series (the "Canada WEBS"); 1,801,000 shares of
Capital Stock of your France Index Series (the "France WEBS"); 2,101,000
shares of Capital Stock of your Germany Index Series (the "Germany WEBS");
601,000 shares of Capital Stock of your Hong Kong Index Series (the "Hong
Kong WEBS"); 2,550,030 shares of Capital Stock of your Italy Index Series
(the "Italy WEBS"); 7,201,000 shares of Capital Stock of your Japan Index
Series (the "Japan WEBS"); 675,030 shares of Capital Stock of your Malaysia
Index Series (the "Malaysia WEBS"); 500,030 shares of Capital Stock of
your Mexico (Free) Index Series (the "Mexico (Free) WEBS"); 401,000 shares
of Capital Stock of your Netherlands Index Series (the "Netherlands WEBS");
800,030 shares of Capital Stock of your Singapore (Free) Index Series (the
"Singapore (Free) WEBS"); 300,030 shares of Capital Stock of your Spain Index
Series (the "Spain WEBS"); 300,030 shares of Capital Stock of your Sweden
Index Series (the "Sweden WEBS"); 501,000 shares of Capital Stock of your
Switzerland Index Series (the "Switzerland WEBS"); and 1,201,000 shares of
Capital Stock of your United Kingdom Index Series (the "United Kingdom
WEBS").
As your counsel, we are familiar with your organization and corporate status
and the validity of your Capital Stock.
We advise you that, in our opinion, the Australia WEBS, the Austria WEBS,
the Belgium WEBS, the Canada WEBS, the France WEBS, the Germany WEBS, the
Hong Kong WEBS, the Italy WEBS, the Japan WEBS, the Malaysia WEBS, the
Mexico (Free) WEBS, the Netherlands WEBS, the Singapore (Free) WEBS, the
Spain WEBS, the Sweden WEBS, the Switzerland WEBS, and the United Kingdom
WEBS, are legally and validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the General Corporation Law of the State
of Maryland, and we are expressing no opinion as to the effect of the laws
of any other jurisdiction.
We consent to the filing of this opinion with the Securities and Exchange
Commission in connection with the notice referred to above. In giving
such consent, we do not thereby admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act of
1933.
Very truly yours,
/s/SULLIVAN & CROMWELL
SULLIVAN & CROMWELL
