WEBS INDEX FUND INC
497, 1997-06-30
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<PAGE>   1
                         SUPPLEMENT DATED JUNE 30, 1997

                                       TO

                              WEBS INDEX FUND, INC.
                                   PROSPECTUS
                             DATED JANUARY 15, 1997


        This Supplement supersedes the Supplement dated May 22, 1997 to the
Prospectus of WEBS Index Fund, Inc. (the "Fund") dated January 15, 1997 and
should be read in conjunction with such Prospectus.

        1.     The following sentence is added after the fifth sentence of the
        eighth paragraph on the cover page of the Prospectus:

           The Statement of Additional Information, material incorporated by
           reference herein and other information regarding the Fund is
           available at the SEC's Web site (http://www.sec.gov).

        2.     On June 2, 1997, the Malaysia WEBS Index Series of the Fund 
        commenced using the Morgan Stanley Capital International ("MSCI")
        Malaysia (Free) Index as its benchmark index and changed its name
        accordingly. All references to the "Malaysia WEBS Index Series" in the
        Prospectus, except those references to historical information concerning
        the Malaysia WEBS Index Series, should be read as references to the
        "Malaysia (Free) WEBS Index Series".

               In connection with the Fund's use of the MSCI Malaysia (Free)
        Index, MSCI's creation of an Indonesia (Free) Index and Thailand (Free)
        Index and the inception of a new calculation methodology which allows
        the use of foreign prices for certain constituent stocks of the MSCI
        Indonesia (Free) Index, MSCI Malaysia (Free) Index, MSCI Thailand (Free)
        Index and the existing MSCI Singapore (Free) Index to reflect the
        investment conditions prevailing for international investors in those
        respective countries, the following changes were made to the Prospectus
        effective June 2, 1997:

           a.  The second sentence under "THE BENCHMARK MSCI INDICES UTILIZED
               BY THE WEBS INDEX SERIES" on page 21 was deleted and the third
               sentence of the second paragraph under "THE BENCHMARK MSCI
               INDICES UTILIZED BY THE WEBS INDEX SERIES - Weighting" on page
               22 was amended and restated as follows:

               Free indices are currently calculated for Malaysia, Mexico,
               Singapore, Indonesia, the Philippines and Thailand, and for
               those regional and international indices which include such
               markets.
<PAGE>   2
           b.  The following paragraph was added after the second paragraph
               under "THE BENCHMARK MSCI INDICES UTILIZED BY THE WEBS INDEX
               SERIES - Weighting" on page 22:

               Indonesia, Malaysia, Singapore and Thailand currently impose
               foreign ownership limits on domestic stock, and when the
               foreign ownership limit is reached, foreigners may only trade
               with other foreigners, frequently at a price that is higher
               than the price available to domestic investors. The Free
               Indices for such countries are designed to reflect the actual
               investment conditions for international investors by using the
               foreign prices for stocks where relevant. The Free Indices for
               Indonesia, Malaysia, Singapore and Thailand will use foreign
               prices only when a foreign ownership limit is reached on a
               constituent stock and a determination is made that there is
               sufficient long-term liquidity at the foreign price. To
               compensate for the distorting inflation of a company's weight
               that may occur as a result of using the higher foreign prices
               for its shares, a compensating factor called a Free Market
               Capitalization Factor ("FMCF") is applied to the total number
               of shares of a "foreign priced" constituent stock in the
               respective Index. A FMCF is the approximate ratio of domestic
               price to foreign price and is applied in an effort to align the
               free market capitalization weight with the domestic market
               capitalization weight.

        3.     The historical performance charts for the MSCI Australia Index 
        and MSCI Canada Index found on pages 27 and 28, respectively, are
        amended so that the bar graph for the 1988 total return figure of 36.40%
        for the MSCI Australia Index indicates positive performance and the bar
        graph for the 1994 total return figure of (3.04%) for the MSCI Canada
        Index indicates negative performance.

        4.     On June 17, 1997 the Board of Directors of the Fund approved a
        revised administrative and fund accounting services fee arrangement
        between the Fund and PFPC Inc. (the "Administrator"). The revised fee
        arrangement, which is effective July 1, 1997, involves: 1) revision of
        the Administrator's sliding fee schedule; 2) elimination of the minimum
        fees currently provided for; and 3) waiver by the Administrator of all
        deferred fees.

               In connection with the revised fee arrangement between the Fund
        and the Administrator, the following changes are made to the Prospectus
        effective July 1, 1997:

           a.  The line items "Other Expenses, after fee deferrals*" and "Total
               Operating Expenses, after fee deferrals" contained in the
               "SUMMARY OF FUND EXPENSES" tables on pages 7 and 8 are revised so
               that the words "after fee deferrals" are deleted from both line 
               items.
<PAGE>   3
           b.  Note "B." under "SUMMARY OF FUND EXPENSES - EXPLANATION OF 
               TABLES" on page 10 is revised so that:

               1) The words "and the administration fee deferral arrangements" 
                  are deleted from the second sentence.

               2) The fifth sentence is amended by: (i) deleting the first word 
                  and substituting "`Other Expenses,' which include fees" and 
                  (ii) deleting "are included in `Other Expenses,' and" and 
                  substituting a comma.

               3) The seventh, eighth and tenth sentences are deleted.

           c.  The section "MANAGEMENT OF THE FUND - Administrator" on page 31 
               is revised so that:

               1) The third sentence of the first paragraph is amended by
                  deleting ".10% per annum of the aggregate net assets of the
                  Fund less than", which is replaced with ".17% per annum of the
                  aggregate net assets of the Fund which total less than $1.5
                  billion; plus .10% per annum of the aggregate net assets of
                  the Fund between $1.5 billion and".

               2) The fifth, sixth, seventh, eighth, ninth and tenth sentences
                  of the first paragraph and the second sentence of the second
                  paragraph, are deleted.

               3) The first sentence of the second paragraph is revised so that
                  the words "and the Administrator will recoup 100% of any fees
                  waived in the first year of operations" are deleted.

        5.     The following changes are made to the second paragraph under 
        "IMPLEMENTATION OF POLICIES" on page 18:

           a.  The third sentence is amended by substituting "plus or minus 5%" 
               for "between 95% and 105%".

           b.  The fifth sentence is amended by adding "the existence of 
               uninvested assets in the portfolios (including cash and 
               deferred organizational expenses)," after "Internal Revenue 
               Code,".

        6.     It is expected that the Board of Directors of the Fund will 
        authorize a special meeting of the shareholders of the France WEBS Index
        Series to be held in August 1997, for the purpose of requesting
        shareholder approval for changing the sub-classification of the France
        WEBS Index Series from diversified to non-diversified.
<PAGE>   4
   
                         SUPPLEMENT DATED JUNE 30, 1997
    

                                       TO

                              WEBS INDEX FUND, INC.
                       STATEMENT OF ADDITIONAL INFORMATION
                             DATED JANUARY 15, 1997


   
      This Supplement supersedes the Supplement dated May 22, 1997 to the
Statement of Additional Information of WEBS Index Fund, Inc. (the "Fund") dated
January 15, 1997 and should be read in conjunction with such Statement of
Additional Information.
    

   
      1. On June 2, 1997, the Malaysia WEBS Index Series of the Fund commenced
      using the Morgan Stanley Capital International ("MSCI") Malaysia (Free)
      Index as its benchmark index and changed its name accordingly. All
      references to the "Malaysia WEBS Index Series" in the Statement of
      Additional Information, except those references to historical information
      concerning the Malaysia WEBS Index Series, should be read as references to
      the "Malaysia (Free) WEBS Index Series".
    

   
         In connection with the Fund's use of the MSCI Malaysia (Free) Index,
      MSCI's creation of an Indonesia (Free) Index and Thailand (Free) Index and
      the inception of a new calculation methodology which allows the use of
      foreign prices for certain constituent stocks of the MSCI Indonesia (Free)
      Index, MSCI Malaysia (Free) Index, MSCI Thailand (Free) Index and the
      existing MSCI Singapore (Free) Index to reflect the investment conditions
      prevailing for international investors in those respective countries, the
      following changes were made to the Statement of Additional Information
      effective June 2, 1997:
    

   
         a. The third sentence of the second paragraph under "THE MSCI INDICES -
            WEIGHTING" on page 27 was amended and restated as follows:
    

            Free indices are currently calculated for Malaysia, Mexico,
            Singapore, Indonesia, the Philippines and Thailand, and for those
            regional and international indices which include such markets.

   
         b. The following paragraph was added after the second paragraph under
            the "THE MSCI INDICES: WEIGHTING" on page 27:
    

            Indonesia, Malaysia, Singapore and Thailand currently impose foreign
            ownership limits on domestic stock, and when the foreign ownership
            limit is reached, foreigners may only trade with other foreigners,
            frequently at a price
<PAGE>   5
            that is higher than the price available to domestic investors. The
            Free Indices for such countries are designed to reflect the actual
            investment conditions for international investors by using the
            foreign prices for stocks where relevant. The Free Indices for
            Indonesia, Malaysia, Singapore and Thailand will use foreign prices
            only when a foreign ownership limit is reached on a constituent
            stock and a determination is made that there is sufficient long-term
            liquidity at the foreign price. To compensate for the distorting
            inflation of a company's weight that may occur as a result of using
            the higher foreign prices for its shares, a compensating factor
            called a Free Market Capitalization Factor ("FMCF") is applied to
            the total number of shares of a "foreign priced" constituent stock
            in the respective Index. A FMCF is the approximate ratio of domestic
            price to foreign price and is applied in an effort to align the free
            market capitalization weight with the domestic market capitalization
            weight.

   
      2. On June 17, 1997 the Board of Directors of the Fund approved a revised
      administrative and fund accounting services fee arrangement between the
      Fund and PFPC Inc. (the "Administrator"). The revised fee arrangement,
      which is effective July 1, 1997, involves: 1) revision of the
      Administrator's sliding fee schedule; 2) elimination of the minimum fees
      currently provided for; and 3) waiver by the Administrator of all deferred
      fees.
    

   
           In connection with the revised fee arrangement between the Fund and
      the Administrator, the following changes are made to the Statement of
      Additional Information effective July 1, 1997:
    
  
   
            a. The section "INVESTMENT ADVISORY, MANAGEMENT, ADMINISTRATIVE AND
               DISTRIBUTION SERVICES - THE ADMINISTRATOR" on pages 51 and 52 is
               revised so that:
    

   
               1) The first sentence of the second paragraph is amended by
                  deleting ".10% per annum of the aggregate net assets of the
                  Fund less than", which is replaced with ".17% per annum of the
                  aggregate net assets of the Fund which total less than $1.5
                  billion; plus .10% per annum of the aggregate net assets of
                  the Fund between $1.5 billion and".
    

   
               2) The third, fourth, fifth, sixth, seventh, eighth, ninth and
                  tenth sentences of the second paragraph are deleted.
    

   
               3) The first sentence of the third paragraph is revised so that
                  the words "and the Administrator will recoup 100% of any fees
                  waived during the first year of operations" are deleted.
    

   
               4) The second sentence of the third paragraph is deleted.
    

   
      3. The second sentence of the second paragraph under "INVESTMENT ADVISORY,
      MANAGEMENT, ADMINISTRATIVE AND DISTRIBUTION SERVICES - THE DISTRIBUTOR" on
      page 52 is amended so that the number "25%" is replaced
      by ".25%".
    

   
      4. The following disclosure is added after the last paragraph under
      "PERFORMANCE INFORMATION" on page 68:
    

                  A comparison of the quoted non-standard performance offered
            for various investments is valid only if performance is calculated
            in the same manner. Since there are different methods for
            calculating performance, investors should consider the effects of
            the methods used to calculate performance when comparing performance
            of the Fund with performance quoted with respect to other investment
            companies or types of investments.

                  Because some or all of the Fund's investments are denominated
            in foreign currencies, the strength or weakness of the U.S. dollar
            as against these currencies may account for part of the Fund's
            investment performance. Historical information on the value of the
            dollar versus foreign currencies may be used from time to time in
            advertisements concerning the Fund. Such historical information is
            not indicative of future fluctuations in the value of the U.S.
            dollar against these currencies. In addition, marketing materials
            may cite country and economic statistics and historical stock market
            performance information for any of the countries in which the Fund
            invests, including, but not limited to, the following: population
            growth, gross domestic product, inflation rate, average stock market
            price-earnings ratios and the total value of stock markets. Sources
            for such statistics may include official publications of various
            foreign governments and exchanges.

                  From time to time, in advertising and marketing literature,
            the Fund's performance may be compared to the performance of broad
            groups of open-end and closed-end investment companies with similar
            investment goals, as tracked
<PAGE>   6
            by independent organizations such as Investment Company Data, Inc.,
            Lipper Analytical Services, Inc., CDA Investment Technologies, Inc.,
            Morningstar, Inc., Value Line Mutual Fund Survey and other
            independent organizations. When these organizations' tracking
            results are used, the Fund will be compared to the appropriate fund
            category, that is, by fund objective and portfolio holdings, or to
            the appropriate volatility grouping, where volatility is a measure
            of a fund's risk.

                  In addition, in connection with the communication of its
            performance to current or prospective shareholders, the Fund also
            may compare those figures to the performance of certain unmanaged
            indices which may assume the reinvestment of dividends or interest
            but generally do not reflect deductions for administrative and
            management costs. Examples of such indices include, but are not
            limited to the following:

                  Dow Jones Industrial Average
                  Consumer Price Index
                  Standard & Poor's 500 Composite Stock Price Index (S&P 500)
                  NASDAQ OTC Composite Index
                  NASDAQ Industrials Index
                  International Finance Corporation's (Global) Composite and
                         (Investable) Composite Indices
                  Morgan Stanley Capital International Indices
                  NASDAQ Composite Index
                  Wilshire 5000 Stock Index

                  For examples of how these sources of information have been
            used, please see Appendix C to this Statement of Additional
            Information, "Supplemental Educational Information on WEBS."

                  In addition, the Fund from time to time may compare the
            results of each WEBS Index Series to the following national
            benchmarks:

                      COUNTRY                      NATIONAL INDEX
                     Australia                     All Ordinares
                      Austria                  Vienna Stock Exchange
                      Belgium                 Brussels Stock Exchange
                      Canada                        Toronto 300
                      France                           CAC40
                      Germany                           DAX
                     Hong Kong                       Hang Seng
                       Italy                            BCI
                       Japan                         Nikkei 225
                     Malaysia                           KLSE
                      Mexico                            IPC
<PAGE>   7
                    Netherlands                    CBS All Share
                     Singapore                        SES All
                       Spain                   Madrid Stock Exchange
                      Sweden                        Aff. General
                    Switzerland                      Swiss Bank
                       U.K.                           FTSE100

                  From time to time, the Fund may use in marketing materials a
            graph entitled "The Efficient Frontier," which illustrates the
            historical risks and returns of selected unmanaged indices which
            track the performance of various combinations of United States and
            international securities for a certain time period, such as twenty
            years. A twenty year graph, for example, shall use twenty year
            annualized international returns represented by the Morgan Stanley
            Capital International Europe, Australasia and Far East (EAFE) Index
            and twenty year annualized United States returns represented by the
            S&P 500 Index. Risk is measured by the standard deviation in overall
            performance within each index. Data presented in the graph shall be
            provided by Ibbotson Associates, Inc. Performance of an index is
            historical and does not represent performance of the Fund, and is
            not a guarantee of future results. For an example of the use of an
            "Efficient Frontier" graph, please see "The Case for International
            Index Investing" at Appendix C of this Statement of Additional
            Information.

                  Evaluation of Fund performance or other relevant statistical
            information made by independent sources may also be used in
            advertisements and sales literature concerning the Fund, including
            reprints of, or selections from, editorials or articles about the
            Fund. Sources for Fund performance information and articles about
            the Fund include, but are not limited to, the following:

            American Association of Individual Investors' Journal, a monthly
            publication of the AAII that includes articles on investment
            analysis techniques.

            Barron's, a Dow Jones and Company, Inc. business and financial
            weekly that periodically reviews investment company performance
            data.

            Business Week, a national business weekly that periodically reports
            the performance rankings and ratings of a variety of investment
            companies investing abroad.

            CDA Investment Technologies, an organization that provides
            performance and ranking information through examining the dollar
            results of hypothetical mutual fund investments and comparing these
            results against appropriate indices.
<PAGE>   8
            Forbes, a national business publication that from time to time
            reports the performance of specific investment companies.

            Fortune, a national business publication that periodically rates the
            performance of a variety of investment companies.

            The Frank Russell Company, a West-Coast investment management firm
            that periodically evaluates international stock markets and compares
            foreign equity market performance to U.S. stock market performance.

            Ibbotson Associates, Inc., a company specializing in investment
            research and data.

            Investment Company Data, Inc., an independent organization that
            provides performance ranking information for broad classes of mutual
            funds.

            Investor's Business Daily, a daily newspaper that features
            financial, economic, and business news.

            Kiplinger's Personal Finance Magazine, a monthly investment advisory
            publication that periodically features the performance of a variety
            of securities.

            Lipper Analytical Services, Inc.'s Mutual Fund Performance
            Analysis, a weekly publication of industry-wide mutual fund
            averages by type of fund.

            Money, a monthly magazine that from time to time features both
            specific funds and the mutual fund industry as a whole.

            Morgan Stanley International, an integrated investment banking firm
            that compiles statistical information.

            The New York Times, a nationally distributed newspaper that
            regularly covers financial news.

            Smart Money, a national personal finance magazine published monthly
            by Dow Jones & Company, Inc. and The Hearst Corporation that focuses
            on ideas for investing, spending and saving.

            Value Line Mutual Fund Survey, an independent organization that
            provides biweekly performance and other information on mutual funds.

            The Wall Street Journal, a Dow Jones and Company, Inc. newspaper
            that regularly covers financial news.
<PAGE>   9
            Wiesenberger Investment Companies Services, an annual compendium of
            information about mutual funds and other investment companies,
            including comparative data on funds' backgrounds, management
            policies, salient features, management results, income and dividend
            records and price ranges.

            Worth, a national publication distributed ten times per year by
            Capital Publishing Company, a subsidiary of Fidelity Investments
            that focuses on personal financial journalism.

         
      5. On May 22, 1997, all references to ING as the IOPV symbol for the
      Germany WEBS Index Series were changed to "WDG".
          

         
      6. The fourth sentence of the third paragraph under "REDEMPTION OF WEBS IN
      CREATION UNITS" on page 61 is amended so that the words "or New Zealand"
      are added after the word "Australian" and the first sentence of the
      twelfth paragraph under "REDEMPTION OF WEBS IN CREATION UNITS" on page 62
      is amended so that the words "and New Zealand" are added after the word
      "Australian".
          

         
      7. The following charts, "Average Annual Performance of MSCI Indices and
      the S&P 500 - periods ending 3/31/97," and "Annual Market Performance and
      Ranking for 17 MSCI Indices and S&P 500 - periods ending 12/31," replace
      the charts, "Average Annual Performance of MSCI Indices - periods ending
      9/30/96," and "Annual Market Performance and Ranking for 17 MSCI Indices
      and S&P 500," contained in Appendix C to the Statement of Additional
      Information:
          
<PAGE>   10
[WEBS LOGO]   Average Annual Performance of MSCI Indices and the S&P 500 - 
              periods ending 3/31/97
              In US Dollars - (Reinvestment of Net Dividends, except for 
              Mexico (Free) and S&P 500.)*

World
Equity
Benchmark
Shares

<TABLE>
<CAPTION>
                                                                                             Total Cumulative Return
                                                                                                $10,000 Investment
                          YID            1 Yr           3 Yr          5 Yr           10 Yr        3/31/87-3/31/97
                        ------          -----          -----          -----          -----        ---------------
<S>                     <C>             <C>            <C>            <C>            <C>     <C>    
Australia                -1.65           8.30          11.31          10.43           8.74          $23,107
Austria                  -2.73          -2.75          -2.03           0.06           8.18          $21,945
Belgium                   5.49          19.77          16.25          14.87          12.77          $33,253
Canada                   -1.15          19.54          14.65           9.65           6.31          $18,442
France                    5.94          18.43          12.61          10.86           8.98          $23,631
Germany                  11.29          20.57          16.04          13.18          10.20          $26,416
Hong Kong                -8.79           8.64          11.22          20.70          19.69          $60,332
Italy                     1.33          14.72           0.57           6.16           0.43          $10,433
Japan                   -11.81         -25.74          -7.80           2.88          -0.63           $9,392
Malaysia                  0.12          10.02          12.29          18.89          19.00**        $51,347**
Mexico (Free)            10.23          19.02         -10.72          -2.21          32.84**       $138,308**
Netherlands               5.71          27.36          24.69          21.98          15.78          $43,294
Singapore (Free)         -6.67         -17.08           3.93          12.35          11.90          $30,771
Spain                    -1.32          30.36          18.72          11.96          10.69          $27,613
Sweden                    6.70          33.60          30.16          21.61          15.93          $43,850
Switzerland              10.32           5.71          18.36          23.60          14.05          $37,230
United Kingdom            1.16          28.75          18.38          14.82          12.11          $31,372
- -----------------------------------------------------------------------------------------------------------------
EAFE                     -1.57           1.45           6.53          10.57           6.01          $17,923
- -----------------------------------------------------------------------------------------------------------------
EAFE EX Japan             3.33          19.44          15.95          14.98          11.30          $29,183
- -----------------------------------------------------------------------------------------------------------------
Europe                    4.88          22.45          17.05          14.98          11.15          $28,775
- -----------------------------------------------------------------------------------------------------------------
S&P 500                   2.68          19.83          22.30          16.42          13.38          $35,102
</TABLE>

MSCI: Morgan Stanley Capital International

EAFE: Europe, Australasia and Far East.

*Assumes reinvestment of net dividends except for the Mexico (Free) and the S&P
500 Indices. Net dividends means dividends after reduction for taxes withheld at
source. The Mexico (Free) and S&P 500 Indices reflect gross dividends since
Mexican and U.S. companies do not withhold tax from U.S. investors. The dividend
withholding rate used by MSCI is that relevant for residents of Luxembourg, and
such rate is higher than the rate applicable to U.S. residents in the case of
the following WEBS Index Series: Australia (30% vs. 15%), Austria (15% vs. 11%)
and Germany (15% vs. 10%).

**Return calculated since 12/31/87 (inception of indices). On June 2 1997 the
Malaysia WEBS Index Series will commence using the MSCI Malaysia (Free) Index as
its benchmark index. 

Past performance is no guarantee of future results, nor do index results
represent any past or expected future performance of WEBS. It is not possible to
invest in an index. Indices are unmanaged, and do not bear expenses, unlike
WEBS. Foreign markets may be volatile and performance is subject to market
fluctuations, political risks and currency risks.

Funds Distributor Inc., Distributor.

For more information on WEBS, including a prospectus which details charges and
expenses, please call 800-810-WEBS.

Source: Morgan Stanley Capital International and Standard and Poor's Corporation

Please read the prospectus carefully before you invest.
   
                                                                           06/97
    

<PAGE>   11
[WEBS LOGO]   Annual Market Performance and Ranking for 17 MSCI Indices and 
              S&P 500-periods ending 12/31
              In US Dollars - (Reinvestment of Net Dividends, except for 
              Mexico (Free) and S&P 500.)*

World

Equity

Benchmark

Shares

<TABLE>
<CAPTION>
Ranking               1996                            1995                           1994                            1993           
          --------------------------     ---------------------------     --------------------------     --------------------------- 
<S>       <C>                 <C>        <C>                  <C>        <C>                 <C>        <C>                  <C>    
   1.     Spain                40.05%    Switzerland           44.12%    Japan                21.44%    Hong Kong            116.70%
   2.     Sweden               37.21%    S&P 500               37.58%    Sweden               18.34%    Malaysia             110.00%
   3.     Hong Kong            33.08%    Sweden                33.36%    Netherlands          11.70%    Singapore (Free)      67.97%
   4.     Canada               28.54%    Spain                 29.83%    Italy                11.56%    Mexico (Free)         49.35%
   5.     Netherlands          27.51%    Netherlands           27.71%    Belgium               8.24%    Switzerland           45.79%
   6.     United Kingdom       27.42%    Belgium               25.88%    Singapore (Free)      6.68%    Sweden                36.99%
   7.     Malaysia             25.89%    Hong Kong             22.57%    Australia             5.40%    Germany               35.64%
   8.     S&P 500              22.96%    United Kingdom        21.27%    Germany               4.66%    Netherlands           35.28%
   9.     France               21.20%    Canada                18.31%    Switzerland           3.54%    Australia             35.17%
  10.     Mexico (Free)        18.70%    Germany               16.41%    S&P 500               1.32%    Spain                 29.78%
  11.     Australia            16.49%    France                14.12%    United Kingdom       -1.63%    Italy                 28.53%
  12.     Germany              13.58%    Australia             11.19%    Canada               -3.04%    Austria               28.09%
  13.     Italy                12.59%    Singapore (Free)       6.45%    Spain                -4.80%    Japan                 25.48%
  14.     Belgium              12.03%    Malaysia               5.16%    France               -5.18%    United Kingdom        24.44%
  15.     Austria               4.51%    Italy                  1.05%    Austria              -6.28%    Belgium               23.51%
  16.     Switzerland           2.28%    Japan                  0.69%    Malaysia            -19.90%    France                20.91%
  17.     Singapore (Free)     -6.86%    Austria               -4.72%    Hong Kong           -28.90%    Canada                17.58%
  18.     Japan               -15.50%    Mexico (Free)        -20.37%    Mexico (Free)       -40.55%    S&P 500               10.08%
</TABLE>

<TABLE>
<CAPTION>
Ranking                1992                           1991                           1990
          --------------------------     --------------------------     ---------------------------
<S>       <C>                 <C>        <C>                 <C>        <C>                  <C>
   1.     Hong Kong            32.29%    Mexico (Free)       126.05%    Mexico (Free)         62.65%
   2.     Mexico (Free)        24.98%    Hong Kong            49.52%    United Kingdom        10.29%
   3.     Malaysia             17.76%    Australia            33.64%    Hong Kong              9.17%
   4.     Switzerland          17.23%    S&P 500              30.47%    Austria                6.33%
   5.     S&P 500               7.62%    Singapore (Free)     24.96%    S&P 500               -3.10%
   6.     Singapore (Free)      6.28%    France               17.83%    Netherlands           -3.19%
   7.     France                2.81%    Netherlands          17.80%    Switzerland           -6.23%
   8.     Netherlands           2.30%    United Kingdom       16.02%    Malaysia              -7.91%
   9.     Belgium              -1.47%    Switzerland          15.77%    Germany               -9.36%
  10.     United Kingdom       -3.65%    Spain                15.63%    Belgium              -10.98%
  11.     Germany             -10.27%    Sweden               14.42%    Singapore (Free)     -11.66%
  12.     Austria             -10.65%    Belgium              13.77%    Canada               -13.00%
  13.     Australia           -10.82%    Canada               11.08%    France               -13.83%
  14.     Canada              -12.15%    Japan                 8.92%    Spain                -13.85%
  15.     Sweden              -14.41%    Germany               8.16%    Australia            -17.54%
  16.     Japan               -21.45%    Malaysia              4.95%    Italy                -19.19%
  17.     Spain               -21.87%    Italy                -1.82%    Sweden               -20.99%
  18.     Italy               -22.22%    Austria             -12.23%    Japan                -36.10%
</TABLE>

MSCI: Morgan Stanley Capital International

   
*Assumes reinvestment of net dividends except for the Mexico (Free)
and the S&P 500 Indices. Net dividends means dividends after reduction for taxes
withheld at source. The Mexico (Free) and S&P 500 Indices reflect gross
dividends since Mexican and U.S. companies do not withhold tax from U.S.
investors. U.S. Market represented by the S&P 500 Index. The dividend
withholding rate used by MSCI is that relevant for residents of Luxembourg, and
such rate is higher than the rate applicable to U.S. residents in the case of
the following WEBS Index Series: Australia (30% vs. 15%), Austria (15% vs. 11%)
and Germany (15% vs. 10%).
    

Past performance is no guarantee of future results, nor do index results
represent any past or expected future performance of WEBS. It is not possible to
invest in an index. Indices are unmanaged, and do not bear expenses, unlike
WEBS. Foreign markets may be volatile and performance is subject to market
fluctuations, political risks and currency risks. 

   
Annual total return in U.S. $ for each country index is based on the change for
the period of 1/1 through 12/31 in the market and currency value of the
individual stocks comprising each index, assuming reinvestment of any dividends.
On June 2, 1997 the Malaysia WEBS Index Series will commence using the MSCI
Malaysia (Free) Index as its benchmark index.
    

Funds Distributor Inc., Distributor.

For more information on WEBS, including a prospectus which details charges and
expenses, please call 800-810-WEBS.

Sources: Lipper Analytical Services, Morgan Stanley Capital International, and
Standard and Poor's Corporation

Please read the prospectus carefully before you invest.
   
                                                                           06/97
    
<PAGE>   12
         
      8. The following chart, "MSCI Indices vs. S&P 500 - periods ending
      3/31/97," and graph, "MSCI Indices and S&P 500 Total Cumulative Return -
      $10,000 Investment," are added to Appendix C to the Statement of
      Additional Information:
          
<PAGE>   13
MSCI Indices vs. S&P 500 - periods ending 3/31/97

In US Dollars - (Reinvestment of Net Dividends except for Mexico (Free) and the
S&P 500)*

World
Equity
Benchmark                  Ten Year Growth of $10,000
Shares                          3/31/87 - 3/31/97

<TABLE>
<S>                                                                     <C> 
Mexico (Free)**                                                         $138,308
Hong Kong                                                               $ 60,332
Malaysia**                                                              $ 51,347
Sweden                                                                  $ 43,850
Netherlands                                                             $ 43,294
Switzerland                                                             $ 37,230
- --------------------------------------------------------------------------------
S&P 500                                                                 $ 35,102
- --------------------------------------------------------------------------------
Belgium                                                                 $ 33,253
United Kingdom                                                          $ 31,372
Singapore (Free)                                                        $ 30,771
Spain                                                                   $ 27,613
Germany                                                                 $ 26,416
France                                                                  $ 23,631
Australia                                                               $ 23,107
Austria                                                                 $ 21,945
Canada                                                                  $ 18,442
Italy                                                                   $ 10,433
Japan                                                                   $  9,392
</TABLE>


                          Seven Year Growth of $10,000
                                3/31/90 - 3/31/97

<TABLE>
<S>                                                                     <C> 
Hong Kong                                                                $46,149
Mexico (Free)                                                            $36,565
Switzerland                                                              $32,431
Netherlands                                                              $31,127
- --------------------------------------------------------------------------------
S&P 500                                                                  $27,174
- --------------------------------------------------------------------------------
Sweden                                                                   $26,828
United Kingdom                                                           $24,804
Malaysia                                                                 $24,717
Belgium                                                                  $20,849
Spain                                                                    $20,596
Australia                                                                $19,804
Singapore (Free)                                                         $18,953
France                                                                   $17,803
Germany                                                                  $16,617
Canada                                                                   $15,862
Italy                                                                    $10,342
Japan                                                                    $ 9,203
Austria                                                                  $ 6,655
</TABLE>


                           Five Year Growth of $10,000
                                3/31/92 - 3/31/97

<TABLE>
<S>                                                                     <C> 
Switzerland                                                              $28,843
Malaysia                                                                 $27,753
Netherlands                                                              $27,001
Sweden                                                                   $26,596
Hong Kong                                                                $25,617
- --------------------------------------------------------------------------------
S&P 500                                                                  $21,390
- --------------------------------------------------------------------------------
Belgium                                                                  $19,998
United Kingdom                                                           $19,960
Germany                                                                  $18,575
Singapore(Free)                                                          $17,897
Spain                                                                    $17,593
France                                                                   $16,747
Australia                                                                $16,423
Canada                                                                   $15,853
Italy                                                                    $13,483
Japan                                                                    $11,525
Austria                                                                  $10,032
Mexico (Free)                                                            $ 8,943
</TABLE>


MSCI: Morgan Stanley Capital International

*Assumes reinvestment of net dividends except for the Mexico (Free) and the S&P
500 Indices. Net dividends means dividends after reduction for taxes withheld at
source. The Mexico (Free) and S&P 500 Indices reflect gross dividends since
Mexican and U.S. companies do not withhold tax from U.S. investors. The dividend
withholding rate used by MSCI is that relevant for residents of Luxembourg, and
such rate is higher than the rate applicable to U.S. residents in the case of
the following WEBS Index Series: Australia (30% vs. 15%), Austria (15% vs. 11%)
and Germany (15% vs. 10%).

**Return calculated since 12/31/87 (inception of indices). On June 2, 1997 the
Malaysia WEBS Index Series will commence using the MSCI Malaysia (Free) Index as
its benchmark index. Past performance is no guarantee of future results, nor do
index results represent any past or expected future performance of WEBS. It is
not possible to invest in an index. Indices are unmanaged and do not bear
expenses, unlike WEBS. Foreign markets may be volatile and performance is
subject to market fluctuations, political risks and currency risks.

Funds Distributor Inc., Distributor. 

For more information on WEBS, including a prospectus which details charges and
expenses, please call 800-810-WEBS.

Sources: Morgan Stanley Capital International and Standard and Poor's
Corporation.

Please read the prospectus carefully before you invest.
                                                                           04/97
<PAGE>   14
MSCI Indices and S&P 500 Total Cumulative Return -- $10,000 Investment for the
ten years ended 3/31/97 
In US Dollars (Reinvestment of Net Dividends except for Mexico (Free) 
and the S&P 500)*


World
Equity
Benchmark
Shares

<TABLE>
<CAPTION>
                             Average     
                              Annual                                                                       
                              Return       Total Cumulative Return
                             
<S>                           <C>               <C>           
Mexico (Free)**               32.84%            $138,308      
Hong Kong                     19.69%            $ 60,332      
Malaysia**                    19.00%            $ 51,347      
Sweden                        15.93%            $ 43,850      
Netherlands                   15.78%            $ 43,294      
Switzerland                   14.05%            $ 37,230      
S&P 500                       13.38%            $ 35,102      
Belgium                       12.77%            $ 33,253      
United Kingdom                12.11%            $ 31,372      
Singapore (Free)              11.90%            $ 30,771      
Spain                         10.69%            $ 27,613      
Germany                       10.20%            $ 26,416      
France                         8.98%            $ 23,631      
Australia                      8.74%            $ 23,107      
Austria                        8.18%            $ 21,945      
Canada                         6.31%            $ 18,442      
Italy                          0.43%            $ 10,433      
Japan                         -0.63%            $  9,392      
</TABLE>
                                               


MSCI: Morgan Stanley Capital International

*Assumes reinvestment of net dividends except for the Mexico (Free) and the S&P
500 Indices. Net dividends means dividends after reduction for taxes withheld at
source. The Mexico (Free) and S&P 500 Indices reflect gross dividends since
Mexican and U.S. companies do not withhold tax from U.S. investors. The dividend
withholding rate used by MSCI is that relevant for residents of Luxembourg, and
such rate is higher than the rate applicable to U.S. residents in the case of
the following WEBS Index Series: Australia (30% vs. 15%), Austria (15% vs. 11%)
and Germany (15% vs. 10%). 

**Return calculated since 12/31/87 (inception of indices). On June 2, 1997 the
Malaysia WEBS Index Series will commence using the MSCI Malaysia (Free) Index as
its benchmark index.

Past performance is no guarantee of future results, nor do index results
represent any past or expected future performance of WEBS. It is not possible to
invest in an index. Indices are unmanaged and do not bear expenses, unlike WEBS.
Foreign markets may be volatile and performance is subject to market
fluctuations, political risks and currency risks.

Funds Distributor Inc., Distributor.    

For more information on WEBS, including a prospectus which details charges and 
expenses, please call 800-810-WEBS.

Sources: Morgan Stanley Capital International and Standard and Poor's 
Corporation.       

Please read the prospectus carefully before you invest.


                                                                     04/97


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