ISHARES INC
485BPOS, 2000-12-29
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<PAGE>

  As filed with the Securities and Exchange Commission on December 29, 2000

                                                      Registration Nos. 33-97598
                                                                        811-9102

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                            ------------------------

                                    FORM N-1A

                        REGISTRATION STATEMENT UNDER THE
                           SECURITIES ACT OF 1933           [X]
                       Post-Effective Amendment No. 18      [X]

                                       and

                          REGISTRATION STATEMENT UNDER
                     THE INVESTMENT COMPANY ACT OF 1940     [X]
                              Amendment No. 20              [X]

                        (Check appropriate box or boxes)

                                  iSHARES, INC.
               (Exact name of registrant as specified in charter)


                c/o PFPC Inc.                               19809
             400 Bellevue Parkway                         (Zip Code)
             Wilmington, Delaware
   (Address of Principal Executive Offices)

       Registrant's Telephone Number, including Area Code: (302) 791-2000

                                   Nathan Most
                                    President
                              WEBS Index Fund, Inc.
                                  c/o PFPC Inc.
                              400 Bellevue Parkway
                           Wilmington, Delaware 19809
                     (Name and Address of Agent for Service)

                                   Copies to:
                            Donald R. Crawshaw, Esq.
                               Sullivan & Cromwell
                                125 Broad Street
                            New York, New York 10004

It is proposed that this filing will become effective (check appropriate box):

[_] immediately upon filing pursuant to paragraph (b)

[X] on January 2, 2001 pursuant to paragraph (b)
[_] 60 days after filing pursuant to paragraph (a)(1)
[_] on (date) pursuant to paragraph (a)(1)
[_] 75 days after filing pursuant to paragraph (a)(2)
[_] on (date) pursuant to paragraph (a)(ii) of rule 485.

If appropriate, check the following box:

[_] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>

iShares, Inc.

iShares, Inc. is an index fund consisting of separate series, each of which
seeks investment results similar to the performance of a single stock market or
all of the stock markets in a geographic region.

 .iShares MSCI Australia Index Fund

 .iShares MSCI Austria Index Fund

 .iShares MSCI Belgium Index Fund

 .iShares MSCI Brazil (Free) Index Fund

 .iShares MSCI Canada Index Fund

 .iShares MSCI EMU Index Fund

 .iShares MSCI France Index Fund

 .iShares MSCI Germany Index Fund

 .iShares MSCI Greece Index Fund

 .iShares MSCI Hong Kong Index Fund

 .iShares MSCI Indonesia (Free) Index Fund

 .iShares MSCI Italy Index Fund

 .iShares MSCI Japan Index Fund

 .iShares MSCI Malaysia (Free) Index Fund

--------------------------------------------------------------------------------

 .iShares MSCI Mexico (Free) Index Fund

 .iShares MSCI Netherlands Index Fund

 .iShares MSCI Portugal Index Fund

 .iShares MSCI Singapore (Free) Index Fund

 .iShares MSCI South Africa Index Fund

 .iShares MSCI South Korea Index Fund

 .iShares MSCI Spain Index Fund

 .iShares MSCI Sweden Index Fund

 .iShares MSCI Switzerland Index Fund

 .iShares MSCI Taiwan Index Fund

 .iShares MSCI Thailand (Free) Index Fund

 .iShares MSCI Turkey Index Fund

 .iShares MSCI United Kingdom Index Fund

 .iShares MSCI USA Index Fund

--------------------------------------------------------------------------------

The iShares MSCI Index Fund Shares, known as "iSharesSM", are listed for
trading on the American Stock Exchange LLC, or AMEX. Individual iShares are not
redeemable at their net asset value, but trade on the AMEX during the day at
prices that are normally close to, but not the same as, their net asset value.
There is no assurance that an active trading market will be maintained for
iShares or that market prices of iShares of any iShares MSCI Index Fund will be
close to their net asset values in the future. Each iShares MSCI Index Fund
issues and redeems iShares on a continuous basis -- at net asset value -- only
in large specified numbers of iShares called "Creation Units", usually in
exchange for a basket of portfolio securities and an amount of cash.

Except when aggregated in Creation Units, iShares are not redeemable
securities.

The iShares MSCI Greece, Indonesia (Free), Portugal, South Africa, Thailand
(Free), Turkey and USA Index Funds are not currently offered to the public.

These securities have not been approved or disapproved by the Securities and
Exchange Commission nor has the SEC determined whether the information in this
prospectus is accurate or complete. Anyone who tells you otherwise is
committing a crime.

                        Prospectus Dated January 2, 2001
<PAGE>

Table of Contents
Details on each Index Fund's market, benchmark index and performance
Details on the management and operations of the Index Funds

Details on buying and selling iShares
Details on the Rule 12b-1 Distribution Plan
Per share financial data for each Index Fund


<TABLE>
<S>                                                                          <C>
Introduction................................................................   1
Investment Objective........................................................   1
Principal Investment Strategies.............................................   1
Principal Risk Factors......................................................   2
Fees and Expenses...........................................................   3
The iShares MSCI Index Funds
iShares MSCI Australia Index Fund...........................................   7
iShares MSCI Austria Index Fund.............................................   8
iShares MSCI Belgium Index Fund.............................................   9
iShares MSCI Brazil (Free) Index Fund.......................................  10
iShares MSCI Canada Index Fund..............................................  11
iShares MSCI EMU Index Fund.................................................  12
iShares MSCI France Index Fund..............................................  13
iShares MSCI Germany Index Fund.............................................  14
iShares MSCI Greece Index Fund..............................................  15
iShares MSCI Hong Kong Index Fund...........................................  16
iShares MSCI Indonesia (Free) Index Fund....................................  17
iShares MSCI Italy Index Fund...............................................  18
iShares MSCI Japan Index Fund...............................................  19
iShares MSCI Malaysia (Free) Index Fund.....................................  20
iShares MSCI Mexico (Free) Index Fund.......................................  22
iShares MSCI Netherlands Index Fund.........................................  23
iShares MSCI Portugal Index Fund............................................  24
iShares MSCI Singapore (Free) Index Fund....................................  25
iShares MSCI South Africa Index Fund........................................  26
iShares MSCI South Korea Index Fund.........................................  27
iShares MSCI Spain Index Fund...............................................  28
iShares MSCI Sweden Index Fund..............................................  29
iShares MSCI Switzerland Index Fund.........................................  30
iShares MSCI Taiwan Index Fund..............................................  31
iShares MSCI Thailand (Free) Index Fund.....................................  32
iShares MSCI Turkey Index Fund..............................................  33
iShares MSCI United Kingdom Index Fund......................................  34
iShares MSCI USA Index Fund.................................................  35
Investment Policies and Strategies..........................................  36
Additional Information About Principal Risk Factors.........................  38
Management
Investment Adviser..........................................................  41
Shareholder Information
Determination of Net Asset Value............................................  41
Buying and Selling iShares..................................................  42
Dividends and Capital Gains Distributions...................................  44
Tax Matters.................................................................  44
Possible Claim..............................................................  45
Distribution Arrangements...................................................  45
Financial Highlights........................................................  46
</TABLE>

--------------------------------------------------------------------------------
                                                                         iShares
page i
<PAGE>

Introduction

This Prospectus provides you with information you need to make an informed
decision about whether to invest in an iShares MSCI Index Fund (each an "Index
Fund" and collectively, the "Index Funds") of iShares, Inc. (the "Company"). It
is organized to provide you with important facts about the Company as a whole
and each particular Index Fund. The Investment Objective, Principal Investment
Strategies and Principal Risk Factors sections discuss the general strategies
and risks applicable to all Index Funds, while the iShares MSCI Index Funds
section provides important information about each particular Index Fund,
including a brief description of its benchmark index, specific risks associated
with a particular market or region and prior performance.

Investment Objective

Each Index Fund seeks investment results similar to the performance of a single
stock market or all of the stock markets in a geographic region. The
performance of these markets is measured by stock indices compiled by Morgan
Stanley Capital International Inc. ("MSCI") and calculated based on the
reinvestment of net dividends.

Principal Investment Strategies

Unlike many investment companies, an Index Fund does not attempt to "beat" the
market or its benchmark index. Instead, it uses a "passive," or indexing,
investment approach to try to produce investment results that come as close as
possible to matching the performance of its benchmark index. The Index Fund
does this by investing in a representative sample of index stocks that the
investment adviser selects using a "portfolio sampling" technique. However,
most Index Funds do not usually invest in all of the stocks of a benchmark
index. Some Index Funds may even invest in stocks that are not in their
benchmark indices.

The use of an indexing approach may eliminate some of the risks of active
management such as poor stock selection. An indexing approach may also help
increase after-tax performance by keeping portfolio turnover low in comparison
to actively managed investment companies.

One negative feature of indexing is that the Company's investment adviser
cannot change a strategy even if it would be beneficial to do so. For example,
an Index Fund would not ordinarily sell a stock because its issuer was in
financial trouble. It would normally only sell a stock if the stock was removed
from an Index Fund's benchmark index by MSCI or if the investment adviser
believes that selling the stock would make an Index Fund's performance more
like that of its benchmark index.

Under each Index Fund's industry concentration policy, the industry weightings
in an Index Fund must be within 10% of the weightings of the two most heavily
weighted industries in its benchmark index, except when a single stock would
cause a weighting to exceed 25%.

iShares are designed for investors who want a relatively inexpensive passive
approach to investing in a portfolio of stocks from a single country or region.
International diversification is a generally recognized way to reduce
investment portfolio risk. Also, many of the foreign stocks in an Index Fund
(other than the iShares MSCI USA Index Fund) are difficult to purchase or hold,
or are, as a practical matter, not available to retail investors.

The Index Funds offer investors a convenient way to obtain index-based exposure
to the stock markets of a specific country or region. The prices of iShares may
be volatile. Therefore, if you purchase iShares, you should be able to tolerate
sudden, or even drastic, changes in the value of your investment. We cannot
assure that any Index Fund will achieve its investment objective, and you
should understand that your investment (other than an investment in the iShares
MSCI USA Index Fund) will be exposed to the risks of international equity
investing.

Each Index Fund issues and redeems iShares on a continuous basis -- at net
asset value -- only in large specified numbers of iShares called "Creation
Units", usually in exchange for a basket of portfolio

--------------------------------------------------------------------------------
Introduction
                                                                          page 1
<PAGE>

securities and an amount of cash. As a practical matter, only large
institutions purchase or redeem Creation Units of iShares. Information about
the fees paid when they do this is included in the Company's Statement of
Additional Information. Except when aggregated in Creation Units, iShares are
not redeemable securities.

Principal Risk Factors

You may lose money by investing in an Index Fund. Each Index Fund is also
subject to the following principal risks, more fully described in the
Additional Risk Considerations section in this prospectus. Additional risks
associated with a particular market or region in which an Index Fund invests
are discussed under each Index Fund's profile in the iShares MSCI Index Funds
section below. Some or all of these risks may adversely affect an Index Fund's
net asset value, yield, total return and/or its ability to achieve its
objective:

 .  Market Risk. The net asset value of an Index Fund will change with changes
   in the market value of the stocks it holds.

 .  Foreign Security Risk. Each Index Fund invests entirely within the equity
   markets of a single country or region. These markets (other than for the
   iShares MSCI USA Index Fund) are subject to special risks associated with
   foreign investment including, but not limited to: generally less liquid and
   less efficient securities markets; generally greater price volatility;
   exchange rate fluctuations and exchange controls; imposition of restrictions
   on the expatriation of funds or other assets; less publicly available
   information about issuers; the imposition of taxes; higher transaction and
   custody costs; settlement delays and risk of loss; difficulties in enforcing
   contracts; less liquidity and smaller market capitalizations; lesser
   regulation of securities markets; different accounting and disclosure
   standards; governmental interference; higher inflation; social, economic and
   political uncertainties; the risk of expropriation of assets; and the risk
   of war.

 .  Management Risk. Because an Index Fund does not fully replicate its
   benchmark index and may hold non-index stocks, it is subject to management
   risk. This is the risk that the investment advisor's strategy, the
   implementation of which is subject to a number of constraints, may not
   produce the intended results.

 .  Currency Risk. Because each Index Fund's net asset value is determined on
   the basis of US dollars, you may lose money if you invest in any Index Fund,
   other than the iShares MSCI USA Index Fund, if the local currency of a
   foreign market depreciates against the US dollar, even if the local currency
   value of an Index Fund's holdings goes up.

 .  Emerging Market Risk. Some foreign markets in which the Index Funds invest
   are considered to be emerging market countries. Investment in these
   countries subjects an Index Fund to a greater risk of loss than investments
   in a developed country. This is due to, among other things, greater market
   volatility, lower trading volume, political and economic instability,
   greater risk of market shut down and more governmental limitations on
   foreign investment policy than those typically found in a developed market.
   The following Index Funds invest in emerging markets: the iShares MSCI
   Brazil (Free), Greece, Indonesia (Free), Malaysia (Free), Mexico (Free),
   South Africa, South Korea, Taiwan, Thailand (Free) and Turkey Index Funds.

 .  Non-Diversification Risk. Each Index Fund (except for the iShares Japan,
   United Kingdom and USA Index Funds) is classified as "non-diversified." This
   means that these Index Funds may invest most of their assets in securities
   issued by a small number of companies. As a result, these Index Funds are
   more susceptible to the risks associated with these particular companies, or
   to a single economic, political or regulatory occurrence.

 .  Trading Risk. While the creation/redemption feature of iShares is designed
   to make it likely that iShares will trade close to their net asset value,
   disruptions to creations and redemptions (as has occurred because of
   Malaysia's capital controls) may result in trading prices that differ
   significantly from net asset value. Also, there can be no assurance that an
   active trading market will exist for iShares of each Index Fund on the AMEX
   (or any other securities exchange on which iShares may trade).

--------------------------------------------------------------------------------
                                                                         iShares


page 2
<PAGE>

Fees and Expenses

If you invest in an Index Fund, you will pay various expenses, either directly
or indirectly. The following tables and examples describe the fees and expenses
that you may pay if you buy and hold iShares of an Index Fund.

Shareholder Transaction Fees (fees paid directly from your investment). When
buying or selling iShares of an Index Fund through a broker, you will incur
customary brokerage commissions and charges.*

Annual Index Fund Operating Expenses (expenses that are deducted from the Index
Fund's assets). For the Index Funds that have commenced investment operations
(except the iShares MSCI Brazil (Free), EMU, South Korea and Taiwan Index
Funds, which commenced sales of iShares to the public in 2000), total annual
Index Fund operating expenses are based on actual expenses accrued by those
Index Funds for the fiscal year ended August 31, 2000, but actual fees and
expenses from September 1, 1999 to May 7, 2000 have been restated to reflect
the changes in the fee arrangements for the management fees and other expenses
of these Index Funds that became effective on May 8, 2000.

<TABLE>
<CAPTION>
                                                                       Brazil
iShares MSCI Index Fund                  Australia  Austria   Belgium  (Free)
-----------------------                  ---------  -------   -------  ------
<S>                                      <C>        <C>      <C>       <C>
Management fees.........................   0.19%     0.00%     0.00%    0.00%
Distribution (Rule 12b-1) fees..........   0.25%     0.25%     0.25%    0.25%
Other expenses..........................   0.40%     0.64%     0.61%    0.96%
                                          ------    ------    ------   ------
Total annual Index Fund operating
 expenses...............................   0.84%     0.89%     0.86%    1.21%
Expense Reimbursement by investment
 adviser................................   0.00%    (0.05%)   (0.02%)  (0.22%)
                                          ------    ------    ------   ------
Net Expenses............................   0.84%     0.84%     0.84%    0.99%
                                          ======    ======    ======   ======

<CAPTION>
iShares MSCI Index Fund                   Canada      EMU     France   Germany
-----------------------                   ------      ---     ------   -------
<S>                                      <C>        <C>      <C>       <C>
Management fees.........................   0.00%     0.00%     0.19%    0.21%
Distribution (Rule 12b-1) fees..........   0.25%     0.25%     0.25%    0.25%
Other expenses..........................   0.69%     0.98%     0.40%    0.38%
                                          ------    ------    ------   ------
Total annual Index Fund operating
 expenses...............................   0.94%     1.23%     0.84%    0.84%
Expense Reimbursement by investment
 adviser................................  (0.10%)   (0.39%)    0.00%    0.00%
                                          ------    ------    ------   ------
Net Expenses............................   0.84%     0.84%     0.84%    0.84%
                                          ======    ======    ======   ======

<CAPTION>
                                                     Hong    Indonesia
iShares MSCI Index Fund                   Greece**   Kong     (Free)**  Italy
-----------------------                   ------     ----    ---------  -----
<S>                                      <C>        <C>      <C>       <C>
Management fees.........................   0.00%     0.21%     0.00%    0.16%
Distribution (Rule 12b-1) fees..........   0.25%     0.25%     0.25%    0.25%
Other expenses..........................   0.80%     0.38%     0.77%    0.43%
                                          ------    ------    ------   ------
Total annual Index Fund operating
 expenses...............................   1.05%     0.84%     1.02%    0.84%
Expense Reimbursement by investment
 adviser................................  (0.06%)    0.00%    (0.03%)   0.00%
                                          ------    ------    ------   ------
Net Expenses............................   0.99%     0.84%     0.99%    0.84%
                                          ======    ======    ======   ======
</TABLE>
--------

*  Creation Unit Transaction Fees for Institutional Investors. The Company
   issues and redeems shares of iShares only in "Creation Units", which are
   large blocks of from 50,000 to 600,000 shares, depending on the Index Fund.
   As a practical matter, only institutions are capable of purchasing or
   redeeming these Creation Units. In connection with the purchase or the
   redemption of a Creation Unit of an Index Fund, an investor must pay to the
   Company a purchase or redemption transaction fee, which is intended to
   offset the issuance/redemption transaction costs incurred by that Index
   Fund, including market impact expenses relating to investing in or disposing
   of portfolio securities. The basic transaction fees (per Creation Unit
   purchase or redemption transaction) range from maximums of $1,500 to $8,000,
   depending on the Index Fund. In addition to the basic transaction fee,
   Creation Unit purchase or redemption transactions for cash (only if
   available) require an additional maximum variable charge based on the value
   of the Creation Unit being purchased or redeemed, depending on the Index
   Fund. See "Shareholder Information -- Buying and Selling iShares" in this
   Prospectus for a list of the Creation Unit maximum transaction fees for each
   Index Fund.

** As of the date of this prospectus, this Index Fund has not started
   investment operations. These expenses are based on estimated expenses the
   Index Fund expects to incur for the current fiscal year. Fees paid to the
   administrator are included in "other expenses" and are estimated based on
   assumed average daily net assets of $50 million for each of the iShares MSCI
   Greece, Indonesia (Free), Portugal, South Africa, Thailand (Free), Turkey
   and USA Index Funds.

--------------------------------------------------------------------------------
Fees and Expenses
                                                                          page 3
<PAGE>

<TABLE>
<CAPTION>
                                              Malaysia    Mexico
iShares MSCI Index Fund              Japan     (Free)     (Free)    Netherlands
-----------------------              -----    --------    ------    -----------
<S>                                <C>        <C>       <C>         <C>
Management fees..................    0.28%      0.16%      0.01%       0.12%
Distribution (Rule 12b-1) fees...    0.25%      0.25%      0.25%       0.25%
Other expenses...................    0.31%      0.43%      0.58%       0.47%
                                     -----      -----      -----      ------
Total annual Index Fund operating
 expenses........................    0.84%      0.84%      0.84%       0.84%
Expense Reimbursement by
 investment adviser..............    0.00%      0.00%      0.00%       0.00%
                                     -----      -----      -----      ------
Net Expenses.....................    0.84%      0.84%      0.84%       0.84%
                                     =====      =====      =====      ======

<CAPTION>
                                              Singapore    South       South
iShares MSCI Index Fund            Portugal*   (Free)     Africa*      Korea
-----------------------            ---------  ---------   -------      -----
<S>                                <C>        <C>       <C>         <C>
Management fees..................    0.16%      0.20%      0.31%       0.00%
Distribution (Rule 12b-1) fees...    0.25%      0.25%      0.25%       0.25%
Other expenses...................    0.58%      0.39%      0.43%       0.87%
                                     -----      -----      -----      ------
Total annual Index Fund operating
 expenses........................    0.99%      0.84%      0.99%       1.12%
Expense Reimbursement by
 investment adviser..............    0.00%      0.00%      0.00%      (0.13%)
                                     -----      -----      -----      ------
Net Expenses.....................    0.99%      0.84%      0.99%       0.99%
                                     =====      =====      =====      ======

<CAPTION>
iShares MSCI Index Fund              Spain     Sweden   Switzerland   Taiwan
-----------------------              -----     ------   -----------   ------
<S>                                <C>        <C>       <C>         <C>
Management fees..................    0.14%      0.09%      0.13%       0.00%
Distribution (Rule 12b-1) fees...    0.25%      0.25%      0.25%       0.25%
Other expenses...................    0.45%      0.50%      0.46%       0.98%
                                     -----      -----      -----      ------
Total annual Index Fund operating
 expenses........................    0.84%      0.84%      0.84%       1.23%
Expense Reimbursement by
 investment adviser..............    0.00%      0.00%      0.00%      (0.24%)
                                     -----      -----      -----      ------
Net Expenses.....................    0.84%      0.84%      0.84%       0.99%
                                     =====      =====      =====      ======

<CAPTION>
                                   Thailand               United
iShares MSCI Index Fund             (Free)*+   Turkey*    Kingdom       USA*
-----------------------            ---------   ------     -------       ---
<S>                                <C>        <C>       <C>         <C>
Management fees..................    0.21%      0.08%      0.22%       0.25%
Distribution (Rule 12b-1) fees...    0.25%      0.25%      0.25%       0.25%
Other expenses...................    0.53%      0.66%      0.37%       0.34%
                                     -----      -----      -----      ------
Total annual Index Fund operating
 expenses........................    0.99%      0.99%      0.84%       0.84%
Expense Reimbursement by
 investment adviser..............    0.00%      0.00%      0.00%       0.00%
                                     -----      -----      -----      ------
Net Expenses.....................    0.99%      0.99%      0.84%       0.84%
                                     =====      =====      =====      ======
</TABLE>
--------

*  As of the date of this prospectus, this Index Fund has not started
   investment operations. These expenses are based on estimated expenses the
   Index Fund expects to incur for the current fiscal year. Fees paid to the
   administrator are included in "other expenses" and are estimated based on
   assumed average daily net assets of $50 million for each of the iShares MSCI
   Greece, Indonesia (Free), Portugal, South Africa, Thailand (Free), Turkey
   and USA Index Funds.

--------------------------------------------------------------------------------
                                                                         iShares


page 4
<PAGE>

Example of Expenses

These examples are intended to help you compare the cost of investing in an
Index Fund with the cost of investing in other mutual funds. We are assuming an
initial investment of $10,000, a 5% total return each year with no changes in
operating expenses and redemption at the end of each period. Although your
actual costs may be higher or lower, based on these assumptions, your costs
would be:

<TABLE>
<CAPTION>
      iShares MSCI Index Fund   1 Year ($) 3 Years ($) 5 Years ($) 10 Years ($)
      -----------------------   ---------- ----------- ----------- ------------
      <S>                       <C>        <C>         <C>         <C>
      Australia................    110         292         490        1,058
      Austria..................    117         299         496        1,065
      Belgium..................    142         324         521        1,089
      Brazil (Free)............    598         806         N/A          N/A
      Canada...................    125         306         504        1,072
      EMU......................    132         314         N/A          N/A
      France...................     97         279         476        1,045
      Germany..................     94         276         473        1,043
      Greece...................    171         384         N/A          N/A
      Hong Kong................    144         326         523        1,090
      Indonesia (Free).........    167         380         N/A          N/A
      Italy....................     99         281         478        1,047
      Japan....................    106         288         485        1,054
      Malaysia (Free)..........    583         760         856        1,414
      Mexico (Free)............    102         284         482        1,051
      Netherlands..............    120         302         499        1,067
      Portugal.................    141         354         N/A          N/A
      Singapore (Free).........    144         325         522        1,090
      South Africa.............    159         372         N/A          N/A
      South Korea..............    598         806         N/A          N/A
      Spain....................    111         293         490        1,059
      Sweden...................    110         292         489        1,058
      Switzerland..............    112         294         492        1,060
      Taiwan...................    598         806         N/A          N/A
      Thailand (Free)..........    195         408         N/A          N/A
      Turkey...................    179         392         N/A          N/A
      United Kingdom...........    113         295         493        1,061
      USA......................     97         279         N/A          N/A
</TABLE>

--------------------------------------------------------------------------------
The iShares MSCI Index Series
                                                                          page 5
<PAGE>

You would pay the following expenses if you did not redeem your shares:

<TABLE>
<CAPTION>
      WEBS Index Series          1 Year ($) 3 Years ($) 5 Years ($) 10 Years ($)
      -----------------          ---------- ----------- ----------- ------------
      <S>                        <C>        <C>         <C>         <C>
      Australia.................     98         280         477        1,046
      Austria...................    101         283         480        1,049
      Belgium...................    114         296         493        1,060
      Brazil (Free).............    398         606         N/A          N/A
      Canada....................    105         287         484        1,052
      EMU.......................    109         291         N/A          N/A
      France....................     91         273         471        1,040
      Germany...................     90         272         469        1,039
      Greece....................    136         349         N/A          N/A
      Hong Kong.................    115         296         493        1,061
      Indonesia (Free)..........    134         347         N/A          N/A
      Italy.....................     92         274         472        1,041
      Japan.....................     96         278         475        1,044
      Malaysia (Free)...........    383         560         752        1,304
      Mexico (Free).............     94         276         473        1,042
      Netherlands...............    103         285         482        1,050
      Portugal..................    121         334         N/A          N/A
      Singapore (Free)..........    115         296         493        1,061
      South Africa..............    130         343         N/A          N/A
      South Korea...............    398         606         N/A          N/A
      Spain.....................     98         280         478        1,046
      Sweden....................     98         280         477        1,046
      Switzerland...............     99         281         478        1,047
      Taiwan....................    398         606         N/A          N/A
      Thailand (Free)...........    148         361         N/A          N/A
      Turkey....................    140         353         N/A          N/A
      United Kingdom............    100         281         479        1,047
      USA.......................     92         274         N/A          N/A
</TABLE>

The above examples are for illustration purposes only and are not a
representation of the Index Funds' actual expenses and returns, either past or
future (e.g., the above examples include the maximum transaction fees
chargeable by an Index Fund).

--------------------------------------------------------------------------------
                                                                         iShares


page 6
<PAGE>

The iShares MSCI Index Funds

iShares MSCI Australia Index Fund

CUSIP: 464286103
AMEX Trading Symbol: EWA
------------------------

Fund Investment Objective

The iShares MSCI Australia Index Fund (the "Fund") seeks to provide investment
results that correspond generally to the price and yield performance of
publicly traded securities in the aggregate in the Australian market, as
measured by the MSCI Australia Index (the "Index").

Benchmark Index Information

As of November 30, 2000, the Index consisted of 57 stocks traded primarily on
the Australian Stock Exchange. As of that date, the Index's three largest
stocks were Telstra Corp., National Australia Bank and Commonwealth Bank (which
comprised 10.89%, 10.24% and 9.11%, respectively, of the Index's market
capitalization) and its three largest industries were banks, media and metal &
mining (which comprised 25.75%, 14.97% and 13.06%, respectively, of the Index's
market capitalization).

Prior Performance

The chart and table below give you a picture of the Fund's long-term
performance. The information shows how the Fund's performance has varied year
by year and provides some indication of the risks of investing in the Fund.

                      Annual Total Returns as of 12/31/99

  1997          1998           1999
----------     ---------     ----------
(10.19%)         2.18%          19.24%


        2000 Year to Date Total Return as of September 30: (11.07%)

              Best Quarter                           Worst Quarter
              ------------                           -------------
                 13.59%                                (12.94%)
   (Quarter ended December 31, 1998)       (Quarter ended December 31, 1997)

           Average Annual Total Returns as of 12/31/99 -- Comparison

<TABLE>
<CAPTION>
                                  Since Inception
                           1 Year    (3/12/96)
                           ------ ---------------
     <S>                   <C>    <C>
     Australia Index Fund  19.24%      5.57%
     MSCI Australia Index  17.62%      6.06%
</TABLE>

 Past performance is not necessarily an indicator of how the Fund will perform
                                 in the future.


--------------------------------------------------------------------------------
The iShares MSCI Index Funds

                                                                          page 7
<PAGE>

iShares MSCI Austria Index Fund

CUSIP: 464286202
AMEX Trading Symbol: EWO
------------------------

Fund Investment Objective

The iShares MSCI Austria Index Fund (the "Fund") seeks to provide investment
results that correspond generally to the price and yield performance of
publicly traded securities in the aggregate in the Austrian market, as
represented by the MSCI Austria Index (the "Index").

Benchmark Index Information

As of November 30, 2000, the Index consisted of 16 stocks traded primarily on
the Vienna Stock Exchange. As of that date, the Index's three largest stocks
were Bank Austria, Verbund Oesterreich Elektrik A and OMV Ag (which comprised
32.28%, 15.36% and 10.57%, respectively, of the Index's market capitalization)
and its three largest industries were banks, electric utilities and oil & gas
(which comprised 32.28%, 15.36% and 10.57%, respectively, of the Index's
market capitalization).

Prior Performance

The chart and table below give you a picture of the Fund's long-term
performance. The information shows how the Fund's performance has varied year
by year and provides some indication of the risks of investing in the Fund.

                      Annual Total Returns as of 12/31/99

  1997          1998          1999
----------     ---------     ----------
  1.05%          (1.83%)      (10.36%)


        2000 Year to Date Total Return as of September 30: (10.92%)

              Best Quarter                           Worst Quarter
              ------------                           -------------
                 12.76%                                (23.45%)
     (Quarter ended March 31, 1998)        (Quarter ended September 30, 1998)

           Average Annual Total Returns as of 12/31/99 -- Comparison

<TABLE>
<CAPTION>
                                    Since
                                  Inception
                         1 Year   (3/12/96)
                         -------  ---------
     <S>                 <C>      <C>
     Austria Index Fund  (10.36%)  (3.74%)
     MSCI Austria Index   (9.11%)  (1.39%)
</TABLE>

 Past performance is not necessarily an indicator of how the Fund will perform
 in the future.

--------------------------------------------------------------------------------
                                                                         iShares

page 8
<PAGE>

iShares MSCI Belgium Index Fund

CUSIP: 464286301
AMEX Trading Symbol: EWK
------------------------

Fund Investment Objective

The iShares MSCI Belgium Index Fund (the "Fund") seeks to provide investment
results that correspond generally to the price and yield performance of
publicly traded securities in the aggregate in the Belgian market, as measured
by the MSCI Belgium Index (the "Index").

Benchmark Index Information

As of November 30, 2000, the Index consisted of 16 stocks traded primarily on
the Brussels Stock Exchange. As of that date, the Index's three largest stocks
were Fortis Belgium, KBC Bancassurance and Electrabel (which comprised 31.61%,
17.11% and 16.53%, respectively, of the Index's market capitalization) and its
three largest industries were diversified financials, banks and electric
utilities (which comprised 39.83%, 17.11% and 16.53%, respectively, of the
Index's market capitalization).

Prior Performance

The chart and table below give you a picture of the Fund's long-term
performance. The information shows how the Fund's performance has varied year
by year and provides some indication of the risks of investing in the Fund.

                      Annual Total Returns as of 12/31/99

  1997           1998          1999
----------     ---------     ----------
  11.84%          51.69%       (14.05%)


        2000 Year to Date Total Return as of September 30: (18.82%)

              Best Quarter                           Worst Quarter
              ------------                           -------------
                  17.78%                                (14.06%)
    (Quarter ended December 31, 1998)        (Quarter ended March 31, 1999)

           Average Annual Total Returns as of 12/31/99 -- Comparison

<TABLE>
<CAPTION>
                                    Since
                                  Inception
                          1 Year  (3/12/96)
                         -------- ---------
     <S>                 <C>      <C>
     Belgium Index Fund  (14.05%)  12.92%
     MSCI Belgium Index  (14.26%)  17.05%
</TABLE>

 Past performance is not necessarily an indicator of how the Fund will perform
 in the future.

--------------------------------------------------------------------------------
The iShares MSCI Index Funds

                                                                          page 9
<PAGE>

iShares MSCI Brazil (Free) Index Fund

CUSIP: 464286400
AMEX Trading Symbol: EWZ
------------------------

Fund Investment Objective

The iShares MSCI Brazil (Free) Index Fund (the "Fund") seeks to provide
investment results that correspond generally to the price and yield performance
of publicly traded securities in the aggregate in the Brazilian market, as
measured by the MSCI Brazil (Free) Index (the "Index").

Benchmark Index Information

As of November 30, 2000, the Index consisted of 47 stocks traded primarily on
the Bolsa de Valores de Sao Paulo. As of that date, the Index's three largest
stocks were Petrobras Pn, Petrobras On and Vale Do Rio Doce Pna (which
comprised 11.69%, 10.57% and 8.27%, respectively, of the Index's market
capitalization) and its three largest industries were oil & gas, diversified
telecommunication services and electric utilities (which comprised 22.73%,
13.37% and 12.58%, respectively, of the Index's market capitalization).

Fund-Specific Risks

In addition to the principal risk factors referred to elsewhere in this
prospectus, you should know that Brazil has in recent history experienced
substantial economic instability resulting from, among other things, periods of
very high inflation and significant devaluations of the Brazilian currency.
Brazil also has suffered from chronic structural public sector deficits. Such
challenges have contributed to high price volatility in the Brazilian equity
markets.

Prior Performance

Since the Fund was first offered to the public on July 11, 2000, and has been
in existence for less than one year, prior performance information is not
presented.

--------------------------------------------------------------------------------
                                                                         iShares


page 10
<PAGE>

iShares MSCI Canada Index Fund

CUSIP: 464286509
AMEX Trading Symbol: EWC
------------------------

Fund Investment Objective

The iShares MSCI Canada Index Fund (the "Fund") seeks to provide investment
results that correspond generally to the price and yield performance of
publicly traded securities in the aggregate in the Canadian market, as measured
by the MSCI Canada Index (the "Index").

Benchmark Index Information

As of November 30, 2000, the Index consisted of 73 stocks traded primarily on
the Toronto Stock Exchange. As of that date, the Index's three largest stocks
were Nortel Networks Corp., Thomson Corp. and BCE Inc. (which comprised 25.22%,
4.98% and 4.89%, respectively, of the Index's market capitalization) and its
three largest industries were communications equipment, banks and media (which
comprised 25.22%, 12.35% and 10.46%, respectively, of the Index's
market capitalization).

Prior Performance

The chart and table below give you a picture of the Fund's long-term
performance. The information shows how the Fund's performance has varied year
by year and provides some indication of the risks of investing in the Fund.

                      Annual Total Returns as of 12/31/99

  1997           1998          1999
----------     ---------     ----------
 10.91%          (6.47%)        46.13%


         2000 Year to Date Total Return as of September 30: 26.99%

              Best Quarter                           Worst Quarter
              ------------                           -------------
                 21.44%                                 (24.40%)
   (Quarter ended December 31, 1999)       (Quarter ended September 30, 1998)

           Average Annual Total Returns as of 12/31/99 -- Comparison

<TABLE>
<CAPTION>
                                 Since
                          1    Inception
                        Year   (3/12/96)
                        -----  ---------
     <S>                <C>    <C>
     Canada Index Fund  46.13%   17.30%
     MSCI Canada Index  53.74%   19.78%
</TABLE>

Past performance is not necessarily an indicator of how the Fund will perform
in the future.


--------------------------------------------------------------------------------
The iShares MSCI Index Funds

                                                                         page 11
<PAGE>

iShares MSCI EMU Index Fund

CUSIP: 464286608
AMEX Trading Symbol: EZU
------------------------

Fund Investment Objective

The iShares MSCI EMU Index Fund (the "Fund") seeks to provide investment
results that correspond generally to the price and yield performance of
publicly traded securities in the aggregate in the European Monetary Union
("EMU") markets, as measured by the MSCI EMU Index (the "Index").

Benchmark Index Information

As of November 30, 2000, the Index is comprised of 295 stocks from the
following ten countries: Austria, Belgium, Finland, France, Germany, Ireland,
Italy, the Netherlands, Portugal and Spain. As of that date, the Index's three
largest stocks were Nokia Corp., Royal Dutch Petroleum and Total Fina Elf
(which comprised 6.17%, 4.04% and 3.34%, respectively, of the Index's market
capitalization) and its three largest industries were banks, diversified
telecommunication services and insurance (which comprised 11.97%, 11.16% and
10.05%, respectively, of the Index's market capitalization).

Fund-Specific Risks

In addition to the principal risk factors referred to elsewhere in this
prospectus, you should know that EMU was implemented only recently (January 1,
1999) and it is anticipated that additional countries will join the system over
time. Also, it is possible that countries may withdraw from EMU or that EMU may
be abandoned at some future time. Any change to EMU may adversely affect the
investment performance of the Fund. If EMU were to be abandoned the Board of
Directors would propose a change in the investment objective of the Series or
cause its liquidation.

Prior Performance

Since the Fund was first offered to the public on July 26, 2000, and has been
in existence for less than one year, prior performance information is not
presented.


--------------------------------------------------------------------------------
                                                                         iShares


page 12
<PAGE>

iShares MSCI France Index Fund

CUSIP: 464286707
AMEX Trading Symbol: EWQ
------------------------

Fund Investment Objective

The iShares MSCI France Index Fund (the "Fund") seeks to provide investment
results that correspond generally to the price and yield performance of
publicly traded securities in the aggregate in the French market, as measured
by the MSCI France Index (the "Index").

Benchmark Index Information

As of November 30, 2000, the Index consisted of 56 stocks traded primarily on
the Paris Stock Exchange. As of that date, the Index's three largest stocks
were Total Fina Elf, France Telecom and Aventis (which comprised 11.17%, 9.05%
and 6.44%, respectively, of the Index's market capitalization) and its three
largest industries were oil & gas, pharmaceuticals and diversified
telecommunication services (which comprised 11.17%, 11.12% and 9.05%,
respectively, of the Index's market capitalization).

Prior Performance

The chart and table below give you a picture of the Fund's long-term
performance. The information shows how the Fund's performance has varied year
by year and provides some indication of the risks of investing in the Fund.

                      Annual Total Returns as of 12/31/99

  1997           1998          1999
----------     ---------     ----------
 11.47%         40.78%            29.97%


        2000 Year to Date Total Return as of September 30: (5.29%)

              Best Quarter                           Worst Quarter
              ------------                           -------------
                 23.51%                                (16.16%)
     (Quarter ended March 31, 1998)         (Quarter ended September 30, 1998)

           Average Annual Total Returns as of 12/31/99 -- Comparison

<TABLE>
<CAPTION>
                                 Since
                          1    Inception
                        Year   (3/12/96)
                        -----  ---------
     <S>                <C>    <C>
     France Index Fund  29.97%   26.32%
     MSCI France Index  29.27%   26.31%
</TABLE>

 Past performance is not necessarily an indicator of how the Fund will perform
 in the future.


--------------------------------------------------------------------------------
The iShares MSCI Index Funds
                                                                         page 13
<PAGE>

iShares MSCI Germany Index Fund

CUSIP: 464286806
AMEX Trading Symbol: EWG
------------------------

Fund Investment Objective

The iShares MSCI Germany Index Fund (the "Fund") seeks to provide investment
results that correspond generally to the price and yield performance of
publicly traded securities in the aggregate in the German market, as measured
by the MSCI Germany Index (the "Index").

Benchmark Index Information

As of November 30, 2000, the Index consisted of 55 stocks traded primarily on
the Frankfurt Stock Exchange. As of that date, the Index's three largest stocks
were Deutsche Telekom, Allianz and Siemens (which comprised 13.45%, 11.92% and
9.54%, respectively, of the Index's market capitalization) and its three
largest industries were insurance, diversified telecommunication services and
banks (which comprised 20.03%, 13.45% and 11.91%, respectively, of the Index's
market capitalization).

Prior Performance

The chart and table below give you a picture of the Fund's long-term
performance. The information shows how the Fund's performance has varied year
by year and provides some indication of the risks of investing in the Fund.

                      Annual Total Returns as of 12/31/99

  1997           1998          1999
----------     ---------     ----------
  22.75%         28.28%         20.87%


        2000 Year to Date Total Return as of September 30: (17.69%)

              Best Quarter                           Worst Quarter
              ------------                           -------------
                 27.11%                                 (15.76%)
   (Quarter ended December 31, 1999)       (Quarter ended September 30, 1998)

           Average Annual Total Returns as of 12/31/99 -- Comparison

<TABLE>
<CAPTION>
                                  Since
                           1    Inception
                         Year   (3/12/96)
                         -----  ---------
     <S>                 <C>    <C>
     Germany Index Fund  20.87%   21.26%
     MSCI Germany Index  20.04%   22.15%
</TABLE>

Past performance is not necessarily an indicator of how the Fund will perform
in the future.

--------------------------------------------------------------------------------
                                                                         iShares
page 14
<PAGE>

iShares MSCI Greece Index Fund

CUSIP: 464286889
AMEX Trading Symbol: EWE

Fund Investment Objective

The iShares MSCI Greece Index Fund (the "Fund") seeks to provide investment
results that correspond generally to the price and yield performance of
publicly traded securities in the aggregate in the Greek market, as measured by
the MSCI Greece Index (the "Index").

Benchmark Index Information

As of November 30, 2000, the Index consisted of 45 stocks traded primarily on
the Athens Stock Exchange. As of that date, the Index's three largest stocks
were OTE Hellenic Telecom, National Bank of Greece and EFG Eurobank Ergasias
(which comprised 14.42%, 14.31% and 10.05%, respectively, of the Index's market
capitalization) and its three largest industries were banks, diversified
telecommunication services and beverages (which comprised 41.52%, 14.42% and
6.45%, respectively, of the Index's market capitalization).

Fund-Specific Risks

In addition to the principal risk factors referred to elsewhere in this
prospectus, you should know that for many years, Greece has had poor relations
with its neighbor Turkey as a result of, among other things, their dispute
over, and joint occupation of, the island Cyprus. This situation has resulted
in threats of war by each side. Also, certain regions of Greece are prone to
natural disasters, including severe earthquakes.

Prior Performance

As of the date of this prospectus, the Fund has not started investment
operations, and therefore no prior performance information is available.

--------------------------------------------------------------------------------
The iShares MSCI Index Funds
                                                                         page 15
<PAGE>

iShares MSCI Hong Kong Index Fund

CUSIP: 464286871
AMEX Trading Symbol: EWH
------------------------

Fund Investment Objective

The iShares MSCI Hong Kong Index Fund (the "Fund") seeks to provide investment
results that correspond generally to the price and yield performance of
publicly traded securities in the aggregate in the Hong Kong market, as
measured by the MSCI Hong Kong Index (the "Index").

Benchmark Index Information

As of November 30, 2000, the Index consisted of 28 stocks traded primarily on
the Stock Exchange of Hong Kong Limited (SEHK). As of that date, the Index's
three largest stocks were Hutchison Whampoa, Hang Seng Bank and Sun Hung Kai
Properties (which comprised 29.16%, 12.76% and 10.61%, respectively, of the
Index's market capitalization) and its three largest industries were
diversified financials, real estate and banks (which comprised 34.85%, 19.89%
and 14.52%, respectively, of the Index's market capitalization).

Fund-Specific Risks

In addition to the principal risk factors referred to elsewhere in this
prospectus, you should know that in recent times, Hong Kong's economy has been
adversely affected by the Asian economic crisis, contributing to the current
recession. Issues and uncertainties linger regarding the integration of Hong
Kong's economy with that of China, and the manner in which the Chinese
government will honor and interpret the agreement pursuant to which Hong Kong
was returned to China by the United Kingdom in 1998.

Prior Performance

The chart and table below give you a picture of the Fund's long-term
performance. The information shows how the Fund's performance has varied year
by year and provides some indication of the risks of investing in the Fund.

                      Annual Total Returns as of 12/31/99

  1997           1998          1999
----------     ---------     ----------
  (26.74%)        (9.21%)       54.00%


        2000 Year to Date Total Return as of September 30: (12.07%)

              Best Quarter                           Worst Quarter
              ------------                           -------------
                 26.95%                                 (30.12%)
   (Quarter ended December 31, 1998)       (Quarter ended December 31, 1997)

           Average Annual Total Returns as of 12/31/99 -- Comparison

<TABLE>
<CAPTION>
                                    Since
                             1    Inception
                           Year   (3/12/96)
                           -----  ---------
     <S>                   <C>    <C>
     Hong Kong Index Fund  54.00%    6.29%
     MSCI Hong Kong Index  59.50%   10.89%
</TABLE>

Past performance is not necessarily an indicator of how the Fund will perform
in the future.

--------------------------------------------------------------------------------
                                                                         iShares
page 16
<PAGE>

iShares MSCI Indonesia (Free) Index Fund

CUSIP: 464286863
AMEX Trading Symbol: EWX

Fund Investment Objective

The iShares MSCI Indonesia (Free) Index Fund (the "Fund") seeks to provide
investment results that correspond generally to the price and yield performance
of publicly traded securities in the aggregate in the Indonesian market, as
measured by the MSCI Indonesia (Free) Index (the "Index").

Benchmark Index Information

As of November 30, 2000, the Index consisted of 35 stocks traded primarily on
the Jakarta Stock Exchange. As of that date, the Index's three largest stocks
were Telekomunikasi Indonesia, Gudang Guram and Indofood Sukses Makmur (which
comprised 28.43%, 11.69% and 8.69%, respectively, of the Index's market
capitalization) and its three largest industries were diversified
telecommunication services, tobacco and food products (which comprised 28.43%,
11.69% and 11.19%, respectively, of the Index's market capitalization).

Fund-Specific Risks

In addition to the principal risk factors referred to elsewhere in this
prospectus, you should know that the Indonesian economy has been severely
affected by the Asian economic crisis, and the local currency is worth
substantially less, in U.S. dollar terms, than it was in early 1998. The
Indonesian economy has also been affected by social and political instability,
including independence movements in several areas and disruptions caused by a
recent change from one-party rule. This instability has resulted in a net
outflow of foreign capital in recent times.

Prior Performance

As of the date of this prospectus, the Fund has not started investment
operations, and therefore no prior performance information is available.

--------------------------------------------------------------------------------
The iShares MSCI Index Funds
                                                                         page 17
<PAGE>

iShares MSCI Italy Index Fund

CUSIP: 464286855
AMEX Trading Symbol: EWI
------------------------

Fund Investment Objective

The iShares MSCI Italy Index Fund (the "Fund") seeks to provide investment
results that correspond generally to the price and yield performance of
publicly traded securities in the aggregate in the Italian market, as measured
by the MSCI Italy Index (the "Index").

Benchmark Index Information

As of November 30, 2000, the Index consisted of 44 stocks traded primarily on
the Milan Stock Exchange. As of that date, the Index's three largest stocks
were Tim Ord, ENI and Assicurazioni Generali (which comprised 13.13%, 12.15%
and 11.43%, respectively, of the Index's market capitalization) and its three
largest industries were banks, diversified telecommunication services and
wireless telecommunication services (which comprised 21.23%, 15.38% and 14.88%,
respectively, of the Index's market capitalization).

Prior Performance

The chart and table below give you a picture of the Fund's long-term
performance. The information shows how the Fund's performance has varied year
by year and provides some indication of the risks of investing in the Fund.

                      Annual Total Returns as of 12/31/99

  1997           1998          1999
----------     ---------     ----------
  35.77%          50.24%         0.53%


        2000 Year to Date Total Return as of September 30: (6.79%)

              Best Quarter                           Worst Quarter
              ------------                           -------------
                 34.44%                                 (10.61%)
     (Quarter ended March 31, 1998)        (Quarter ended September 30, 1998)

           Average Annual Total Returns as of 12/31/99 -- Comparison

<TABLE>
<CAPTION>
                                 Since
                               Inception
                       1 Year  (3/12/96)
                       ------  ---------
     <S>               <C>     <C>
     Italy Index Fund   0.53%    24.67%
     MSCI Italy Index  (0.26%)   24.65%
</TABLE>

 Past performance is not necessarily an indicator of how the Fund will perform
                                 in the future.

--------------------------------------------------------------------------------
                                                                         iShares
page 18
<PAGE>

iShares MSCI Japan Index Fund

CUSIP: 464286848
AMEX Trading Symbol: EWJ
------------------------

Fund Investment Objective

The iShares MSCI Japan Index Fund (the "Fund") seeks to provide investment
results that correspond generally to the price and yield performance of
publicly traded securities in the aggregate in the Japanese market, as measured
by the MSCI Japan Index (the "Index").

Benchmark Index Information

As of November 30, 2000, the Index consisted of 280 stocks traded primarily on
the Tokyo Stock Exchange. As of that date, the Index's three largest stocks
were Toyota Motor Corp., NTT Corp. and Sony Corp. (which comprised 6.18%, 5.15%
and 3.18%, respectively, of the Index's market capitalization) and its three
largest industries were banks, automobiles and household durables (which
comprised 9.93%, 8.88% and 8.00%, respectively, of the Index's
market capitalization).

Fund-Specific Risks

In addition to the principal risk factors referred to elsewhere in this
prospectus, you should know that the Japanese economy faces several concerns,
including: a financial system with large levels of nonperforming loans; over-
leveraged corporate balance sheets; an aging workforce; a labor market
undergoing fundamental structural changes, as traditional lifetime employment
clashes with the need for increased labor mobility; extensive cross-ownership
by major corporations; a changing corporate governance structure; and large
government deficits. Japan's economy is heavily dependent on international
trade and has been adversely affected by trade tariffs and other protectionist
measures.

Prior Performance

The chart and table below give you a picture of the Fund's long-term
performance. The information shows how the Fund's performance has varied year
by year and provides some indication of the risks of investing in the Fund.

                      Annual Total Returns as of 12/31/99

  1997           1998          1999
----------     ---------     ----------
  (23.63%)       3.53%         57.89%


        2000 Year to Date Total Return as of September 30: (15.78%)

              Best Quarter                           Worst Quarter
              ------------                           -------------
                 26.25%                                 (19.80%)
   (Quarter ended December 31, 1998)       (Quarter ended December 31, 1997)

           Average Annual Total Returns as of 12/31/99 -- Comparison

<TABLE>
<CAPTION>
                                Since
                         1    Inception
                       Year   (3/12/96)
                       -----  ---------
     <S>               <C>    <C>
     Japan Index Fund  57.89%   2.67%
     MSCI Japan Index  61.53%   3.80%
</TABLE>

Past performance is not necessarily an indicator of how the Fund will perform
in the future.

--------------------------------------------------------------------------------
The iShares MSCI Index Funds
                                                                         page 19
<PAGE>

iShares MSCI Malaysia (Free) Index Fund

CUSIP: 464286830
AMEX Trading Symbol: EWM
------------------------

Fund Investment Objective

The iShares MSCI Malaysia (Free) Index Fund (the "Fund") seeks to provide
investment results that correspond generally to the price and yield performance
of publicly traded securities in the aggregate in the Malaysian market, as
measured by the MSCI Malaysia (Free) Index (the "Index").

Benchmark Index Information

As of November 30, 2000, the Index consisted of 74 stocks traded primarily on
the Kuala Lumpur Stock Exchange. As of that date, the Index's three largest
stocks were Tenaga Nasional, Telekom Malaysia and Malayan Banking (which
comprised 14.89%, 14.44% and 12.37%, respectively, of the Index's market
capitalization) and its three largest industries were banks, electric utilities
and diversified telecommunication services (which comprised 20.47%, 17.47% and
15.24%, respectively, of the Index's market capitalization).

Fund-Specific Risks

In addition to the principal risk factors referred to elsewhere in this
prospectus, you should know that Malaysian currency volatility and general
economic deterioration led to the imposition of stringent capital controls in
September 1998, including a one-year prohibition on repatriation of capital and
an indefinite prohibition on free transfers of securities. The capital controls
were subsequently amended in a number of respects. The Company suspended
creations of the Fund when the capital controls were implemented, and advised
investors that it would, to the extent possible under the applicable Malaysian
regulations, deliver Malaysian ringgits in satisfaction of redemption requests
received. The disruption of the creation/redemption mechanism for the Fund
adversely affected the trading market for iShares of the Fund, resulting in
their trading at prices that differed materially from their net asset value on
many days.

In May 2000, the Company commenced offers and redemptions of Creation Units of
the Fund for U.S. dollars. In connection with the decision to redeem Creation
Units of the Fund for U.S. dollars, the Company combined its accounts in
Malaysia effective May 12, 2000, and Malaysian securities acquired by the Fund
before September 1, 1998 acquired a basis for purposes of the Malaysian profits
levy equal to their fair market value at the time of the combination.
Previously, the proceeds of such securities could be repatriated without
payment of the profits levy. Under the current Malaysian capital controls, the
Fund will pay a profits levy at a rate of 10% (with any profits computed based
on the cost basis for purposes of the Malaysian capital controls) when it sells
Malaysian securities and repatriates the proceeds (e.g., in connection with
redemptions). Since the levy is not a foreign income tax it will not be "passed
through" to shareholders of the Fund for possible use as a foreign tax credit.

The Company recently received regulatory relief from the Malaysian authorities
and is currently investigating the possibility of re-instituting sales and
redemptions of Creation Units of the Fund's iShares on an "in-kind" basis, but
there can be no assurance that the Company will be able to offer and redeem
such Creation Units on an in-kind basis at any time in the future.

The Malaysian capital controls have been changed in significant ways since they
were first adopted without warning on September 1, 1998. There can be no
assurance that the Malaysian capital controls will not be changed in the future
in ways that adversely affect the Fund and its shareholders. Since the capital
controls were imposed, the iShares of the Fund have often traded at discounts
or premiums to their net asset value. Since the Company's decision to permit
offers and redemptions of Creation Units of the Fund's iShares for U.S.
dollars, they have traded at prices that have generally been close to their net
asset values. However, there can be no assurances that this will continue to be
the case.

--------------------------------------------------------------------------------
                                                                         iShares
page 20
<PAGE>

Prior Performance

The chart and table below give you a picture of the Fund's long-term
performance. The information shows how the Fund's performance has varied year
by year and provides some indication of the risks of investing in the Fund.

                      Annual Total Returns as of 12/31/99

  1997           1998          1999
----------     ---------     ----------
 (66.93%)       (29.31%)       92.98%


        2000 Year to Date Total Return as of September 30: (12.26%)

              Best Quarter                           Worst Quarter
              ------------                           -------------
                122.01%                                 (46.01%)
     (Quarter ended June 30, 1999)           (Quarter ended June 30, 1998)

           Average Annual Total Returns as of 12/31/99 -- Comparison

<TABLE>
<CAPTION>
                                           Since
                                         Inception
                                 1 Year  (3/12/96)
                                 ------  ---------
     <S>                         <C>     <C>
     Malaysia (Free) Index Fund   92.98%  (16.18%)
     MSCI Malaysia (Free) Index  114.61%  (14.70%)
</TABLE>

 Past performance is not necessarily an indicator of how the Fund will perform
 in the future.


--------------------------------------------------------------------------------
The iShares MSCI Index Funds
                                                                         page 21
<PAGE>

iShares MSCI Mexico (Free) Index Fund

CUSIP: 464286822
AMEX Trading Symbol: EWW
------------------------

Fund Investment Objective

The iShares MSCI Mexico (Free) Index Fund (the "Fund") seeks to provide
investment results that correspond generally to the price and yield performance
of publicly traded securities in the aggregate in the Mexican market, as
measured by the MSCI Mexico (Free) Index (the "Index").

Benchmark Index Information

As of November 30, 2000, the Index consisted of 23 stocks traded primarily on
the Mexican Stock Exchange. As of that date, the Index's three largest stocks
were Telefonos Mexico L, Walmart Mexico V and Grupo Modelo C (which comprised
35.30%, 8.56% and 7.56%, respectively, of the Index's market capitalization)
and its three largest industries were diversified telecommunication services,
beverages and banks (which comprised 35.30%, 12.41% and 11.91%, respectively,
of the Index's market capitalization).

Fund-Specific Risks

In addition to the principal risk factors referred to elsewhere in this
prospectus, you should know that the Mexican economy is heavily dependent on
the health of the US economy, as the United States purchases most of Mexico's
exports. Mexico also has suffered from severe currency devaluations in the
past, and has been destabilized by local insurrections in certain regions,
particularly the State of Chiapas. In addition, there is a risk of disruption
following the recent election of a president who is not a member of the
political party that has dominated Mexico for many decades.

Prior Performance

The chart and table below give you a picture of the Fund's long-term
performance. The information shows how the Fund's performance has varied year
by year and provides some indication of the risks of investing in the Fund.

                      Annual Total Returns as of 12/31/99

  1997           1998          1999
----------     ---------     ----------
  48.53%         (35.00%)      76.12%


        2000 Year to Date Total Return as of September 30: (12.89%)

              Best Quarter                           Worst Quarter
              ------------                           -------------
                 35.92%                                 (24.30%)
   (Quarter ended December 31, 1999)       (Quarter ended September 30, 1998)

           Average Annual Total Returns as of 12/31/99 -- Comparison

<TABLE>
<CAPTION>
                                        Since
                                 1    Inception
                               Year   (3/12/96)
                               -----  ---------
     <S>                       <C>    <C>
     Mexico (Free) Index Fund  76.12%   19.40%
     MSCI Mexico (Free) Index  80.07%   22.57%
</TABLE>

 Past performance is not necessarily an indicator of how the Fund will perform
 in the future.

--------------------------------------------------------------------------------
                                                                         iShares
page 22
<PAGE>

iShares MSCI Netherlands Index Fund

CUSIP: 464286814
AMEX Trading Symbol: EWN
------------------------

Fund Investment Objective

The iShares MSCI Netherlands Index Fund (the "Fund") seeks to provide
investment results that correspond generally to the price and yield performance
of publicly traded securities in the aggregate in the Dutch market, as measured
by the MSCI Netherlands Index (the "Index").

Benchmark Index Information

As of November 30, 2000, the Index consisted of 25 stocks traded primarily on
the Amsterdam Stock Exchange. As of that date, the Index's three largest stocks
were Royal Dutch Petroleum Co., ING Groep and Aegon (which comprised 26.53%,
14.53% and 11.47%, respectively, of the Index's market capitalization) and its
three largest industries were oil & gas, diversified financials and insurance
(which comprised 26.53%, 14.53% and 11.47%, respectively, of the Index's market
capitalization).

Prior Performance

The chart and table below give you a picture of the Fund's long-term
performance. The information shows how the Fund's performance has varied year
by year and provides some indication of the risks of investing in the Fund.

                      Annual Total Returns as of 12/31/99

  1997           1998          1999
----------     ---------     ----------
  20.11%         24.09%        4.54%


        2000 Year to Date Total Return as of September 30: (9.25%)

              Best Quarter                           Worst Quarter
              ------------                           -------------
                 17.76%                                 (15.33%)
   (Quarter ended December 31, 1998)       (Quarter ended September 30, 1998)

           Average Annual Total Returns as of 12/31/99 -- Comparison

<TABLE>
<CAPTION>
                                      Since
                                    Inception
                             1 Year (3/12/96)
                             ------ ---------
     <S>                     <C>    <C>
     Netherlands Index Fund   4.54%   19.13%
     MSCI Netherlands Index   6.88%   20.66%
</TABLE>

 Past performance is not necessarily an indicator of how the Fund will perform
 in the future.

--------------------------------------------------------------------------------
The iShares MSCI Index Funds
                                                                         page 23
<PAGE>

iShares MSCI Portugal Index Fund

CUSIP: 464286673
AMEX Trading Symbol: EZP

Fund Investment Objective

The iShares MSCI Portugal Index Fund (the "Fund") seeks to provide investment
results that correspond generally to the price and yield performance of
publicly traded securities in the aggregate in the Portuguese market, as
measured by the MSCI Portugal Index (the "Index").

Benchmark Index Information

As of November 30, 2000, the Index consisted of 15 stocks traded primarily on
the Lisbon Stock Exchange. As of that date, the Index's three largest stocks
were BCP Banco Comercial Nom, EDP Electridade Portugal and Portugal Telecom
(which comprised 23.53%, 21.05% and 19.71%, respectively, of the Index's market
capitalization) and its three largest industries were banks, electric utilities
and diversified telecommunication services (which comprised 30.69%, 21.05% and
19.71%, respectively, of the Index's market capitalization).

Prior Performance

As of the date of this prospectus, the Fund has not started investment
operations, and therefore no prior performance information is available.

--------------------------------------------------------------------------------
                                                                         iShares


page 24
<PAGE>

iShares MSCI Singapore (Free) Index Fund

CUSIP: 464286673
AMEX Trading Symbol: EWS
------------------------

Fund Investment Objective

The iShares MSCI Singapore (Free) Index Fund (the "Fund") seeks to provide
investment results that correspond generally to the price and yield performance
of publicly traded securities in the aggregate in the Singaporean market, as
measured by the MSCI Singapore (Free) Index (the "Index").

Benchmark Index Information

As of November 30, 2000, the Index consisted of 30 stocks traded primarily on
the Singapore Stock Exchange. As of that date, the Index's three largest stocks
were DBS Group Holdings, Singapore Airlines and Singapore Telecom (which
comprised 16.61%, 13.22% and 11.51%, respectively, of the Index's market
capitalization) and its three largest industries were banks, airlines and
diversified telecommunication services (which comprised 34.77%, 13.22% and
11.51%, respectively, of the Index's market capitalization).

Fund-Specific Risks

In addition to the principal risk factors referred to elsewhere in this
prospectus, you should know that as a small open economy, Singapore is
particularly vulnerable to external economic influences, including in recent
times the Asian economic crisis. While Singapore has been a leading
manufacturer of electronics goods, the extent to which other countries can
successfully compete with Singapore in this and related industries, and adverse
Asian economic influences generally, may adversely impact Singapore's economy.

Prior Performance

The chart and table below give you a picture of the Fund's long-term
performance. The information shows how the Fund's performance has varied year
by year and provides some indication of the risks of investing in the Fund.

                      Annual Total Returns as of 12/31/99

  1997           1998          1999
----------     ---------     ----------
 (43.87%)       (5.44%)        55.35%


        2000 Year to Date Total Return as of September 30: (24.15%)

              Best Quarter                           Worst Quarter
              ------------                           -------------
                 55.99%                                (36.28%)
   (Quarter ended December 31, 1998)         (Quarter ended June 30, 1998)

           Average Annual Total Returns as of 12/31/99 -- Comparison

<TABLE>
<CAPTION>
                                    1    Since Inception
                                  Year      (3/12/96)
                                  -----  ---------------
     <S>                          <C>    <C>
     Singapore (Free) Index Fund  55.35%     (5.65%)
     MSCI Singapore (Free) Index  60.17%     (3.27%)
</TABLE>

 Past performance is not necessarily an indicator of how the Fund will perform
 in the future.

--------------------------------------------------------------------------------
The iShares MSCI Index Funds
                                                                         page 25
<PAGE>

iShares MSCI South Africa Index Fund

CUSIP: 464286780
AMEX Trading Symbol: EWR
------------------------

Fund Investment Objective

The iShares MSCI South Africa Index Fund (the "Fund") seeks to provide
investment results that correspond generally to the price and yield performance
of publicly traded securities in the aggregate in the South African market, as
measured by the MSCI South Africa Index (the "Index").

Benchmark Index Information

As of November 30, 2000, the Index consisted of 45 stocks traded primarily on
the Johannesburg Stock Exchange. As of that date, the Index's three largest
stocks were DeBeers Consolidated Mines, Anglo American Platinum and Dimension
Data Holdings (which comprised 12.34%, 9.93% and 9.05%, respectively, of the
Index's market capitalization) and its three largest industries were metals &
mining, banks and IT consulting services (which comprised 30.66%, 13.48% and
9.44%, respectively, of the Index's market capitalization).

Fund-Specific Risks

In addition to the principal risk factors referred to elsewhere in this
prospectus, you should know that South Africa has in the past experienced
internal racial and political turmoil in connection with the recently-abolished
system of apartheid. While South Africa's international isolation ended with
the enfranchisement of the black majority, the country continues to face
significant social and economic challenges, including managing the expectations
of its people in the post-apartheid era, the challenge of a major AIDS crisis,
and the risk of disruptions from crises in neighboring countries such as
Zimbabwe.

Prior Performance

As of the date of this prospectus, the Fund has not started investment
operations, and therefore no prior performance information is available.

--------------------------------------------------------------------------------
                                                                         iShares
page 26
<PAGE>

iShares MSCI South Korea Index Fund

CUSIP: 464286772
AMEX Trading Symbol: EWY
------------------------

Fund Investment Objective

The iShares MSCI South Korea Index Fund (the "Fund") seeks to provide
investment results that correspond generally to the price and yield performance
of publicly traded securities in the aggregate in the South Korean market, as
measured by the MSCI Korea Index (the "Index").

Benchmark Index Information

As of November 30, 2000, the Index consisted of 69 stocks traded primarily on
the South Korean Stock Exchange. As of that date, the Index's three largest
stocks were Samsung Electronics Co., SK Telecom Co. and Kepco Korea Electric
Power (which comprised 24.55%, 18.82% and 12.74%, respectively, of the Index's
market capitalization) and its three largest industries were semiconductor
equipment & products, wireless telecommunication services and electric
utilities (which comprised 24.99%, 18.82% and 12.74%, respectively, of the
Index's market capitalization).

Fund-Specific Risks

In addition to the principal risk factors referred to elsewhere in this
prospectus, you should know that while South Korea's relations with communist
North Korea have improved somewhat in recent times, each has substantial
military capabilities, and there is a risk of war between North and South Korea
at any time. Any outbreak of hostilities between the two countries could have a
severe adverse effect on the South Korean economy and securities markets.

Prior Performance

Since the Fund was first offered for sale to the public on May 10, 2000, and
has been in existence for less than one year, prior performance information is
not presented.

--------------------------------------------------------------------------------
The iShares MSCI Index Funds
                                                                         page 27
<PAGE>

iShares MSCI Spain Index Fund

CUSIP: 464286764
AMEX Trading Symbol: EWP
------------------------

Fund Investment Objective

The iShares MSCI Spain Index Fund (the "Fund") seeks to provide investment
results that correspond generally to the price and yield performance of
publicly traded securities in the aggregate in the Spanish market, as measured
by the MSCI Spain Index (the "Index").

Benchmark Index Information

As of November 30, 2000, the Index consisted of 34 stocks traded primarily on
the Madrid Stock Exchange. As of that date, the Index's three largest stocks
were Telefonica, BBVA and BSCH BCO Santander Central (which comprised 28.54%,
17.65% and 16.77%, respectively, of the Index's market capitalization) and its
three largest industries were banks, diversified telecommunication services and
electric utilities (which comprised 34.43%, 28.54% and 13.98%, respectively, of
the Index's market capitalization).

Prior Performance

The chart and table below give you a picture of the Fund's long-term
performance. The information shows how the Fund's performance has varied year
by year and provides some indication of the risks of investing in the Fund.

                      Annual Total Returns as of 12/31/99

  1997           1998          1999
----------     ---------     ----------
  23.90%         51.30%        (2.12%)


        2000 Year to Date Total Return as of September 30: (10.26%)

              Best Quarter                           Worst Quarter
              ------------                           -------------
                 38.58%                                 (16.56%)
     (Quarter ended March 31, 1998)        (Quarter ended September 30, 1998)

           Average Annual Total Returns as of 12/31/99 -- Comparison

<TABLE>
<CAPTION>
                                Since Inception
                       1 Year      (3/12/96)
                       ------   ---------------
     <S>               <C>      <C>
     Spain Index Fund  (2.12%)       27.07%
     MSCI Spain Index   4.83%        29.99%
</TABLE>

 Past performance is not necessarily an indicator of how the Fund will perform
 in the future.

--------------------------------------------------------------------------------
                                                                         iShares
page 28
<PAGE>

iShares MSCI Sweden Index Fund

CUSIP: 464286756
AMEX Trading Symbol: EWD
------------------------

Fund Investment Objective

The iShares MSCI Sweden Index Fund (the "Fund") seeks to provide investment
results that correspond generally to the price and yield performance of
publicly traded securities in the aggregate in the Swedish market, as measured
by the MSCI Sweden Index (the "Index").

Benchmark Index Information

As of November 30, 2000, the Index consisted of 33 stocks traded primarily on
the Stockholm Stock Exchange. As of that date, the Index's three largest stocks
were Ericsson (Lm) B, Nordic Baltic Holdings and Skandia Forsakring (which
comprised 40.39%, 8.78% and 6.69%, respectively, of the Index's market
capitalization) and its three largest industries were communications equipment,
banks and machinery (which comprised 40.39%, 16.75% and 7.76%, respectively, of
the Index's market capitalization).

Prior Performance

The chart and table below give you a picture of the Fund's long-term
performance. The information shows how the Fund's performance has varied year
by year and provides some indication of the risks of investing in the Fund.

                      Annual Total Returns as of 12/31/99

  1997           1998         1999
----------     ---------     ----------
  11.00%        11.06%        63.93%


        2000 Year to Date Total Return as of September 30: (8.35%)

              Best Quarter                           Worst Quarter
              ------------                           -------------
                 36.63%                                 (24.05%)
   (Quarter ended December 31, 1999)       (Quarter ended September 30, 1998)

           Average Annual Total Returns as of 12/31/99 -- Comparison

<TABLE>
<CAPTION>
                               Since Inception
                        1 Year    (3/12/96)
                        ------ ---------------
     <S>                <C>    <C>
     Sweden Index Fund  63.93%     29.47%
     MSCI Sweden Index  79.74%     33.78%
</TABLE>

 Past performance is not necessarily an indicator of how the Fund will perform
 in the future.

--------------------------------------------------------------------------------
The iShares MSCI Index Funds
                                                                         page 29
<PAGE>

iShares MSCI Switzerland Index Fund

CUSIP: 464286749
AMEX Trading Symbol: EWL
------------------------

Fund Investment Objective

The iShares MSCI Switzerland Index Fund (the "Fund") seeks to provide
investment results that correspond generally to the price and yield performance
of publicly traded securities in the aggregate in the Swiss market, as measured
by the MSCI Switzerland Index (the "Index").

Benchmark Index Information

As of November 30, 2000, the Index consisted of 32 stocks traded primarily on
the Zurich Stock Exchange. As of that date, the Index's three largest stocks
were Novartis, Nestle and Roche Holding Genuss (which comprised 20.27%, 14.83%
and 12.06%, respectively, of the Index's market capitalization) and its three
largest industries were pharmaceuticals, banks and food products (which
comprised 35.52%, 19.66% and 14.83%, respectively, of the Index's
market capitalization).

Prior Performance

The chart and table below give you a picture of the Fund's long-term
performance. The information shows how the Fund's performance has varied year
by year and provides some indication of the risks of investing in the Fund.

                      Annual Total Returns as of 12/31/99

  1997           1998           1999
----------     ---------     ----------
  35.23%          18.27%       (3.25%)


        2000 Year to Date Total Return as of September 30: (6.87%)

              Best Quarter                           Worst Quarter
              ------------                           -------------
                 24.63%                                 (22.09%)
   (Quarter ended December 31, 1998)       (Quarter ended September 30, 1998)

           Average Annual Total Returns as of 12/31/99 -- Comparison

<TABLE>
<CAPTION>
                                     Since Inception
                             1 Year     (3/12/96)
                             ------  ---------------
     <S>                     <C>     <C>
     Switzerland Index Fund  (3.25%)      12.00%
     MSCI Switzerland Index  (7.02%)      13.95%
</TABLE>

 Past performance is not necessarily an indicator of how the Fund will perform
 in the future.

--------------------------------------------------------------------------------
                                                                         iShares
page 30
<PAGE>

iShares MSCI Taiwan Index Fund

CUSIP: 464286731
AMEX Trading Symbol: EWT
------------------------

Fund Investment Objective

The iShares MSCI Taiwan Index Fund (the "Fund") seeks to provide investment
results that correspond generally to the price and yield performance of
publicly traded securities in the aggregate in the Taiwanese market, as
measured by the MSCI Taiwan Index (the "Index").

Benchmark Index Information

As of November 30, 2000, the Index consisted of 75 stocks traded primarily on
the Taiwan Stock Exchange. As of that date, the Index's three largest stocks
were Taiwan Semiconductor Mfg., United Microelectronics and Cathay Life
Insurance Co. (which comprised 19.98%, 11.38% and 6.08%, respectively, of the
Index's market capitalization) and its three largest industries were
semiconductor equipment & products, banks and computers & peripherals (which
comprised 36.64%, 11.14% and 10.39%, respectively, of the Index's market
capitalization).

Fund-Specific Risks

In addition to the principal risk factors referred to elsewhere in this
prospectus, you should know that owing to Taiwan's size and geographic
proximity to the People's Republic of China, and its history of political
contention with China (which regards Taiwan as a renegade province),
developments in Taiwan's ongoing relations with China, including the ongoing
risk of invasion by or war with China and other factors, may materially impact
the Taiwanese economy and securities markets. The recent election of a new
government in Taiwan has resulted in increased tensions with China, which is
concerned that the new government is in favor of independence for Taiwan.

Prior Performance

Since the Fund was first offered to the public on June 21, 2000, and has been
in existence for less than one year, prior performance information is not
presented.

--------------------------------------------------------------------------------
The iShares MSCI Index Funds
                                                                         page 31
<PAGE>

iShares MSCI Thailand (Free) Index Fund

CUSIP: 464286723
AMEX Trading Symbol: EWV
------------------------

Fund Investment Objective

The iShares MSCI Thailand (Free) Index Fund (the "Fund") seeks to provide
investment results that correspond generally to the price and yield performance
of publicly traded securities in the aggregate in the Thai market, as measured
by the MSCI Thailand (Free) Index (the "Index").

Benchmark Index Information

As of November 30, 2000, the Index consisted of 35 stocks traded primarily on
the Stock Exchange of Thailand. As of that date, the Index's three largest
stocks were Advanced Information Services Fgn., PTT Exploration & Prod. Fgn.
and Telecomasia Corp. Fgn. (which comprised 15.03%, 10.92% and 9.07%,
respectively, of the Index's market capitalization) and its three largest
industries were banks, wireless telecommunication services and oil & gas (which
comprised 22.51%, 15.03% and 10.92%, respectively, of the Index's market
capitalization).

Fund-Specific Risks

In addition to the principal risk factors referred to elsewhere in this
prospectus, you should know that Thailand has experienced considerable economic
turmoil in the recent past, including severe devaluation of the Thai currency
and the failure of numerous financial institutions.

Prior Performance

As of the date of this prospectus, the Fund has not started investment
operations, and therefore no prior performance information is available.

--------------------------------------------------------------------------------
                                                                         iShares
page 32
<PAGE>

iShares MSCI Turkey Index Fund

CUSIP: 464286715
AMEX Trading Symbol: EZT
------------------------

Fund Investment Objective

The iShares MSCI Turkey Index Fund (the "Fund") seeks to provide investment
results that correspond generally to the price and yield performance of
publicly traded securities in the aggregate in the Turkish market, as measured
by the MSCI Turkey Index (the "Index").

Benchmark Index Information

As of November 30, 2000, the Index consisted of 40 stocks traded primarily on
the Istanbul Stock Exchange. As of that date, the Index's three largest stocks
were Turkiye Is Bankasi C100%, Yapi Ve Kredi Bankasi and Turkiye Garanti
Bankasi (which comprised 26.90%, 10.11% and 6.11%, respectively, of the Index's
market capitalization) and its three largest industries were banks, automobiles
and household durables (which comprised 43.31%, 6.88% and 6.84%, respectively,
of the Index's market capitalization).

Fund-Specific Risks

In addition to the principal risk factors referred to elsewhere in this
prospectus, you should know that recently, certain regions in Turkey have been
severely adversely impacted by earthquakes. In addition, Turkey has had poor
relations with Greece for many years due in large part to their dispute over,
and joint occupation of, the island of Cyprus. This situation has resulted in
threats of war by each side. The Turkish economy has been hampered by high
rates of inflation and ongoing currency devaluations for many years. In
addition, Turkey has experienced disruptions related to Kurdish separatists and
disputes concerning the proper role of religion in the government.

Prior Performance

As of the date of this prospectus, the Fund has not started investment
operations, and therefore no prior performance information is available.

--------------------------------------------------------------------------------
The iShares MSCI Index Funds
                                                                         page 33
<PAGE>

iShares MSCI United Kingdom Index Fund

CUSIP: 464286699
AMEX Trading Symbol: EWU
------------------------

Fund Investment Objective

The iShares MSCI United Kingdom Index Fund (the "Fund") seeks to provide
investment results that correspond generally to the price and yield performance
of publicly traded securities in the aggregate in the British market, as
measured by the MSCI United Kingdom Index (the "Index").

Benchmark Index Information

As of November 30, 2000, the Index consisted of 117 stocks traded primarily on
the London Stock Exchange. As of that date, the Index's three largest stocks
were Vodafone Group, BP Amoco and HSBC Holdings (GB) (which comprised 11.83%,
9.88% and 6.83%, respectively, of the Index's market capitalization) and its
three largest industries were banks, pharmaceuticals and wireless
tecommunication services (which comprised 17.91%, 15.18% and 11.83%,
respectively, of the Index's market capitalization).

Prior Performance

The chart and table below give you a picture of the Fund's long-term
performance. The information shows how the Fund's performance has varied year
by year and provides some indication of the risks of investing in the Fund.

                      Annual Total Returns as of 12/31/99

  1997           1998          1999
----------     ---------     ----------
  20.85%         18.42%         12.14%


        2000 Year to Date Total Return as of September 30: (12.63%)

              Best Quarter                           Worst Quarter
              ------------                           -------------
                 18.43%                                 (10.56%)
     (Quarter ended March 31, 1998)        (Quarter ended September 30, 1998)

           Average Annual Total Returns as of 12/31/99 -- Comparison

<TABLE>
<CAPTION>
                                  1    Since Inception
                                Year      (3/12/96)
                                -----  ---------------
     <S>                        <C>    <C>
     United Kingdom Index Fund  12.14%      20.87%
     MSCI United Kingdom Index  12.45%      21.64%
</TABLE>

 Past performance is not necessarily an indicator of how the Fund will perform
 in the future.

--------------------------------------------------------------------------------
                                                                         iShares
page 34
<PAGE>

iShares MSCI USA Index Fund

CUSIP: 464286681
AMEX Trading Symbol: EZA
------------------------

Fund Investment Objective

The iShares MSCI USA Index Fund (the "Fund") seeks to provide investment
results that correspond generally to the price and yield performance of
publicly traded securities in the aggregate in the U.S. market, as measured by
the MSCI USA Index (the "Index").

Benchmark Index Information

As of November 30, 2000, the Index consisted of 335 stocks traded primarily on
the New York Stock Exchange. As of that date, the Index's three largest stocks
were General Electric Co., Cisco Systems and Exxon Mobil Corp. (which comprised
5.10%, 3.50% and 3.18%, respectively, of the Index's market capitalization) and
its three largest industries were pharmaceuticals, diversified
telecommunication services and communications equipment (which comprised
11.60%, 6.36% and 6.23%, respectively, of the Index's market capitalization).

Prior Performance

As of the date of this prospectus, the Fund has not started investment
operations, and therefore no prior performance information is available.

--------------------------------------------------------------------------------
The iShares MSCI Index Funds
                                                                         page 35
<PAGE>

Investment Policies and Strategies

Indexing Investment Approach.  Index Funds are not managed according to
traditional methods of "active" investment management, which involve the buying
and selling of securities based on economic, financial and market analysis and
investment judgment. Instead, each Index Fund, using a "passive" or indexing
investment approach, attempts to approximate the investment performance of its
benchmark MSCI Index by investing in a portfolio of stocks selected by using
quantitative analytical procedures. Stocks are selected for inclusion in an
Index Fund in order to have investment characteristics (based on market
capitalization and industry weightings), fundamental characteristics (such as
return variability, earnings valuation and yield) and liquidity measures that,
taken together, are similar to those of the benchmark MSCI Index taken in its
entirety.

Portfolio Sampling.  Generally, an Index Fund does not hold all of the issues
that comprise its benchmark MSCI Index, due in part to the costs involved and,
in certain instances, the potential illiquidity of certain securities. Instead,
an Index Fund will attempt to hold a representative sample of the securities in
its benchmark MSCI Index, which will be selected by the investment adviser
using quantitative analytical models in a technique known as "portfolio
sampling". Under this technique, each stock is considered for inclusion in an
Index Fund based on its contribution to certain capitalization, industry and
fundamental investment characteristics. The investment adviser seeks to
construct the portfolio of an Index Fund so that, in the aggregate, its
capitalization, industry and fundamental investment characteristics perform
like those of its benchmark MSCI Index. Over time, the portfolio composition of
an Index Fund may be altered (or "rebalanced") to reflect changes in the
characteristics of its benchmark MSCI Index or to bring the performance and
characteristics of an Index Fund more in line with that of its benchmark MSCI
Index. Rebalancing may also be required for tax purposes. These rebalancings
will require an Index Fund to incur transaction costs and other expenses.

An Index Fund reserves the right to invest in all of the securities in its
benchmark MSCI Index, and an Index Fund with a benchmark index comprised of
relatively few stocks may do so on a regular basis. In addition, the iShares
MSCI Australia, Austria, Belgium, Brazil (Free), Greece, Hong Kong, Indonesia
(Free), Italy, Mexico (Free), Netherlands, Portugal, Singapore (Free), South
Africa, South Korea, Spain, Sweden, Switzerland, Taiwan, Thailand (Free) and
Turkey Index Funds may hold stocks that are not in their benchmark MSCI Index
if the investment adviser determines this to be appropriate in light of the
Index Fund's investment objective and relevant investment constraints.

Investment Assets.  Each Index Fund has a policy to remain as fully invested as
practicable in a pool of equity securities. Each Index Fund 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 help meet shareholder
redemptions of Creation Units. To comply with the US Internal Revenue Code, and
manage corporate actions and index changes in the smaller markets, each of the
iShares MSCI Australia, Austria, Belgium, Brazil (Free), Greece, Hong Kong,
Indonesia (Free), Italy, Mexico (Free), Netherlands, Portugal, Singapore
(Free), South Africa, South Korea, Spain, Sweden, Switzerland, Taiwan, Thailand
(Free) and Turkey Index Funds 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.

Each Index Fund may invest its remaining assets in money market instruments or
funds that invest exclusively in money market instruments (subject to
applicable limitations under the Investment Company Act of 1940), in repurchase
agreements, in stocks that are in the relevant market but not its benchmark
MSCI Index (as indicated above), and/or in combinations of stock index futures
contracts, options on futures contracts, stock index options, stock index
swaps, cash, local currency and forward currency exchange contracts that are
intended to provide an Index Fund with exposure to a stock. The investment
adviser may attempt to reduce tracking error by using futures contracts whose
behavior is expected to represent the market performance of the Index Fund's
underlying securities, although there can be no assurance that these futures
will correlate with the performance of its benchmark

--------------------------------------------------------------------------------
                                                                         iShares
page 36
<PAGE>

MSCI Index. An Index Fund will not use these instruments to leverage, or borrow
against, their securities holdings or for speculative purposes. In some cases
the use of these special investment techniques can adversely affect the
performance of an Index Fund.

Lending of Securities. Each Index Fund may lend its portfolio securities. In
connection with these loans, the Company receives liquid collateral equal to at
least 102% of the value of the portfolio securities being lent. This collateral
is marked to market on a frequent basis. Notwithstanding such collateral, the
Index Fund would lose value to the extent that a borrower defaults on its
obligation to return borrowed portfolio securities and the value of the
collateral is less than the value of the borrowed securities.

Industry Concentration. With respect to the two most heavily weighted
industries or groups of industries in its benchmark MSCI Index, an Index Fund
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 Index Fund 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 an investment in the stock
of a single issuer would account for more than 25% of the Index Fund's assets,
that Index Fund 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 to stock(s) in another industry or group of industries, in
its benchmark MSCI Index. Each Index Fund 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. An Index Fund 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 an Index Fund's shareholders.

As of November 30, 2000, as a result of this policy with respect to industry
concentration, the following Index Funds were concentrated (that is, invested
25% or more of the value of their assets) in the specified industries:

<TABLE>
<CAPTION>
        iShares MSCI Index Fund   Industry or Industries
        -----------------------   ----------------------
        <S>                       <C>
        Austria                   Banks
        Canada                    Communications Equipment
        Hong Kong                 Diversified Financials
        Italy                     Telecommunication Services
        Singapore                 Banks
        Sweden                    Communications Equipment
        Switzerland               Pharmaceuticals
        Taiwan                    Semiconductors Equipment & Products
</TABLE>

Borrowing Money. An Index Fund may borrow money from a bank up to a limit of
33% of the market value of its assets, but only for temporary or emergency
purposes. To the extent that an Index Fund borrows money, it may be leveraged;
at such times, the Index Fund's value may appreciate or depreciate more rapidly
than its benchmark MSCI Index. An Index Fund will not make cash purchases of
securities when the amount of money borrowed exceeds 5% of the market value of
its total assets.

Fundamental Policies. The concentration policy of each Index Fund is a
fundamental policy that may be changed only with shareholder approval. Each of
the other investment policies described in this Prospectus is a non-fundamental
policy that may be changed by the Board of Directors without shareholder
approval. Shareholders will be notified before any material change in these
policies is implemented. Certain other fundamental policies of the Company are
set forth in the Statement of Additional Information under "Investment
Limitations."

Tracking Error. Due to the use of the portfolio sampling technique described
above and other factors discussed in this Prospectus, an Index Fund is not
expected to track its benchmark MSCI Index with the same degree of accuracy as
would an investment vehicle that invested in every component security of its
benchmark index. The investment adviser expects that, over time, an Index
Fund's "expected tracking error" relative to the performance of its benchmark
index will be less than 5% and its tracking

Investment Policies and Strategies

--------------------------------------------------------------------------------

                                                                         page 37
<PAGE>

error will generally be greater if its benchmark index has fewer rather than
greater numbers of component stocks. An expected tracking error of 5% means
that there is a 68% probability that the net asset value of an Index Fund will
be within plus or minus 5% of its benchmark MSCI Index level after one year,
without rebalancing the portfolio composition. Thus, actual tracking error in a
period may exceed 5%, perhaps significantly, even though the expected tracking
error is less than 5%. In addition, it is possible that future developments
(e.g., the domination of an Index Fund's benchmark index by a small number of
stocks) may result in an Index Fund having an unexpected tracking error of
greater than 5%. For the fiscal year ended August 31, 2000, the following Index
Funds had a tracking error greater than 5%: Canada (-13.34%); and Sweden (-
12.50%). A tracking error of 0% would indicate perfect tracking, which would be
achieved when the net asset value of an Index Fund increases or decreases in
exact proportion to changes in its benchmark MSCI Index.

The following factors may adversely affect the tracking of an Index Fund to
that of its benchmark MSCI Index:

 . the Index Funds must pay various expenses, while the benchmark MSCI Indices
  do not reflect any expenses;

 . since the investment portfolios of the Index Funds do not generally replicate
  the underlying MSCI Indices, their investment performance is likely to differ
  from that of the MSCI Indices;

 . the portfolio sampling technique used to manage the Index Funds is based on
  historical price relationships and changes to those relationships can
  adversely affect tracking. In some situations, the requirements of the US
  Internal Revenue Code can adversely affect tracking by preventing an Index
  Fund from holding optimal positions in particular securities;

 . an Index Fund must comply with regulatory constraints that do not affect the
  calculation of its corresponding MSCI Index;

 . the existence of uninvested assets in the portfolios (principally cash and
  deferred organizational expenses) while the benchmark MSCI Indices do not
  have univested assets;

 . Index Funds receive interest income on uninvested cash and most Index Funds
  receive income from securities lending activities, whereas the benchmark MSCI
  Indices do not have such sources of income; and

 . the fact that an Index Fund may be subject to a different foreign withholding
  tax rate than that assumed by its benchmark MSCI Index.

Although the investment adviser regularly monitors the tracking error of each
Index Fund, there can be no assurance that any Index Fund will achieve any
particular level of tracking error relative to the performance of its benchmark
MSCI Index. Semi-annual and annual reports of the Company disclose tracking
error for each Index Fund over the previous six-month period, and in the event
that tracking error exceeds 5%, the Board of Directors will consider whether it
would be appropriate to take action.

Additional Information About Principal Risk Factors

An investment in iShares of an Index Fund involves risks similar to those of
investing in a broad-based portfolio of equity securities traded on exchanges
in the relevant foreign securities market, including market fluctuations caused
by factors such as economic and political developments, changes in interest
rates and perceived trends in stock prices. Investing in iShares MSCI Index
Funds other than the iShares MSCI USA Index Fund generally involves certain
risks and considerations not typically associated with investing in a fund that
invests in the securities of US issuers. The principal risk factors, which
could decrease the value of your investment, are listed and described below:

 . less liquid and less efficient securities markets;

 . greater price volatility;

--------------------------------------------------------------------------------
                                                                         iShares
page 38
<PAGE>

 . exchange rate fluctuations and exchange controls;

 . less publicly available information about issuers;

 . the imposition of withholding or other taxes;

 . the imposition of restrictions on the expatriation of funds or other assets
  of an Index Fund;

 . higher transaction and custody costs and delays and risks of loss attendant
  in settlement procedures;

 . difficulties in enforcing contractual obligations;

 . lesser levels of regulation of the securities markets;

 . different accounting, disclosure and reporting requirements;

 . more substantial government involvement in the economy;

 . higher rates of inflation;

 . greater social, economic, and political uncertainty and the risk of
  nationalization or expropriation of assets and risk of war.

Index Funds that issue and/or redeem Creation Units for cash (the Brazil
(Free), Malaysia (Free), South Korea and Taiwan Index Funds) may have greater
tracking error than other Index Funds since they are at risk that the prices
they pay or receive for portfolio securities will be different than the prices
in effect when they determine the value of the Creation Units being issued
or redeemed.

Volatility of Foreign Equity Markets.  The US dollar performance of foreign
equity markets, particularly emerging markets, has generally been substantially
more volatile than that of US markets. Greater volatility connotes greater
uncertainty as to a portfolio's liquidation value at a future point in time.
The volatility information below is a measurement of the standard deviation of
five years of monthly total returns of the MSCI Index. The percentages reflect
the historical average annual volatility for each MSCI Index, based on monthly
total returns of the MSCI Indices from November 30, 1995 to November 30, 2000.

<TABLE>
      <S>                      <C>                 <C>                      <C>
      MSCI Australia..........   4.51%             MSCI Netherlands........   8.46%
      MSCI Austria............   7.22%             MSCI Portugal...........   8.90%
      MSCI Belgium............   7.34%             MSCI Singapore (Free)...   9.75%
      MSCI Brazil (Free)......  15.22%             MSCI South Africa.......   9.27%
      MSCI Canada.............   8.53%             MSCI South Korea........  16.65%
      MSCI France.............   7.38%             MSCI Spain..............   9.46%
      MSCI Germany............   9.10%             MSCI Sweden.............  10.65%
      MSCI Greece.............  10.85%             MSCI Switzerland........   7.39%
      MSCI Hong Kong..........  11.15%             MSCI Taiwan.............  10.13%
      MSCI Indonesia (Free)...  21.45%             MSCI Thailand (Free)....  17.08%
      MSCI Italy..............   8.20%             MSCI Turkey.............  17.44%
      MSCI Japan..............   6.85%             MSCI United Kingdom.....   6.14%
      MSCI Malaysia (Free)....  21.53%             MSCI USA................   6.44%
      MSCI Mexico (Free)......  12.20%
</TABLE>

The larger the percentage stated for an MSCI Index, the greater the historical
average annual volatility of that MSCI Index. Among the listed MSCI Indices,
the MSCI Australia reflects the lowest historical volatility, and the MSCI
Malaysia (Free) reflects the highest historical volatility. Short-term
volatility in these markets can be significantly greater than average annual
volatility.

Foreign Currency Fluctuations.  Because each Index Fund's assets are generally
invested in non-US securities (except for the iShares MSCI USA Index Fund), and
because a substantial portion of the revenue and income of each Index Fund
(except for the iShares MSCI USA Index Fund) is received in a foreign currency,
the dollar value of an Index Fund's net assets is reduced by declines in the
value of

--------------------------------------------------------------------------------
Additional Information About Principal Risk Factors
                                                                         page 39
<PAGE>

the relevant foreign currency relative to the dollar and are positively
affected by increases in the value of that currency relative to the dollar.
Also, government or monetary authorities may impose or alter exchange controls
in a way that would adversely affect exchange rates.

Any currency fluctuations will affect the net asset value of an Index Fund
regardless of the performance of its underlying portfolio. Other than to
facilitate settlements in local markets or to protect against currency exposure
in connection with its distributions to shareholders or borrowings, no Index
Fund expects to engage in currency transactions for the purpose of hedging
against a decline in value of any foreign currencies.

Concentration and Lack of Diversification of Certain Index Funds.  Each Index
Fund (except for the iShares MSCI Japan, United Kingdom and USA Index Funds) is
classified as "non-diversified" for purposes of the Investment Company Act of
1940, which means that it is not limited by that Act with regard to the portion
of its assets that may be invested in the securities of a single issuer. In
addition, a number of Index Funds concentrate their investments in particular
industries as noted in the descriptions of each non-diversified Index Fund.
Each Index Fund, however, whether diversified or non-diversified, intends to
maintain the required level of diversification and otherwise conduct its
operations so as to qualify as a "regulated investment company" for purposes of
the US Internal Revenue Code, to relieve the Index Fund of any liability for
federal income tax to the extent that its earnings are distributed to
shareholders. Compliance with the diversification requirements of the
US Internal Revenue Code severely limits the investment flexibility of certain
Index Funds and makes it less likely that such Index Funds will meet their
investment objectives.

The stocks of particular issuers, or of issuers in particular industries, may
dominate the benchmark index of an Index Fund and, consequently, the investment
portfolio of an Index Fund. This may adversely affect the performance of an
Index Fund or subject it to greater price volatility than that experienced by
more diversified investment companies. The iShares of an Index Fund may be more
susceptible to any single economic, political or regulatory occurrence than the
portfolio securities of an investment company that is more broadly invested in
the equity securities of the relevant market.

Trading Issues.  Trading in iShares on the AMEX (or any other securities
exchange on which iShares may be listed or traded) may be halted due to market
conditions or for reasons that, in the AMEX's view (or that of any such other
exchange's), make trading in iShares inadvisable. In addition, trading in
iShares on the AMEX is subject to trading halts caused by extraordinary market
volatility pursuant to AMEX "circuit breaker" rules. If trading on the AMEX or
another exchange on which iShares are listed is halted, you may not be able to
sell your iShares until trading resumes. There can be no assurance that the
requirements of the AMEX (or any other exchange) that are necessary to maintain
the listing of any Index Fund will continue to be met or will remain unchanged.

Fluctuation of Net Asset Value and Trading Prices.  The net asset value of
iShares of an Index Fund will fluctuate with changes in the market value of an
Index Fund's security holdings and changes in the exchange rate between the US
dollar and the subject foreign currency. The market prices of iShares will
fluctuate in accordance with changes in net asset value and supply and demand
on the AMEX or another exchange on which iShares are listed. The Company cannot
predict whether iShares will trade below, at or above their net asset value.
Price differences may be due, in large part, to the fact that supply and demand
forces in the secondary trading market for iShares will be closely related, but
not identical, to the same forces influencing the prices of the stocks of the
MSCI Index trading individually or in the aggregate at any point in time.
Given, however, that iShares must be created and redeemed in Creation Unit
aggregations (unlike shares of many closed-end funds, which frequently trade at
appreciable discounts from, and sometimes at premiums to, their net asset
value), the investment adviser believes that ordinarily large discounts or
premiums to the net asset value of iShares should not be sustained. In the
event that the Company must suspend or discourage creations and/or redemptions
of Creation Unit aggregations of iShares of an Index Fund, we expect larger
discounts or premiums. This occurred in the case of the Malaysia (Free) Index
Fund ("Malaysia Fund") iShares, which frequently traded at prices that
materially differed from their net asset values between

--------------------------------------------------------------------------------
                                                                         iShares
page 40
<PAGE>

the dates creations and "in kind" redemptions of the Malaysia Fund iShares were
suspended in response to capital controls imposed by Malaysia from
September 1998 and May 2000, when the Company commenced sales and redemptions
of Malaysia Fund iShares for cash in U.S. dollars. The Company recently
received regulatory relief from the Malaysian authorities and is currently
investigating the possibility of re-instituting sales and redemptions of
Creation Units of the Malaysia Fund's iShares on an "in-kind" basis, but there
can be no assurance that the Company will be able to offer and redeem such
Creation Units in-kind at any time in the future.

Management

Investment Adviser

Barclays Global Fund Advisors is responsible for the investment management of
each Index Fund. It is a California corporation indirectly owned by Barclays
Bank PLC and is registered under the Investment Advisers Act of 1940. Barclays
Global Fund Advisors has managed equity portfolios, including index funds and
mutual funds, for over 25 years. As of November 30, 2000, the investment
adviser and its affiliates managed, administered or advised assets aggregating
in excess of $831 billion. Barclays Global Fund Advisors' principal business
address is 45 Fremont Street, San Francisco, California 94105.

For the fiscal year ended August 31, 2000, the investment adviser accrued,
received or reimbursed the following fees as a percentage of the average daily
net assets of each of the iShares MSCI Index Funds. The iShares MSCI Brazil
(Free), EMU, South Korea and Taiwan Index Funds operated for only a portion of
such fiscal year.

<TABLE>
<CAPTION>
                               Percentage of                                  Percentage of
                               Average Daily                                  Average Daily
      iShares MSCI Index Fund   Net Assets           iShares MSCI Index Fund   Net Assets
      -----------------------  -------------         -----------------------  -------------
      <S>                      <C>                   <C>                      <C>
      Australia...............         0.24%         Malaysia (Free).........         0.25%
      Austria.................         0.14%         Mexico (Free)...........         0.17%
      Belgium.................         0.20%         Netherlands.............         0.23%
      Brazil (Free)...........        (0.39%)        Singapore (Free)........         0.25%
      Canada..................         0.14%         South Korea.............        (0.24%)
      EMU.....................        (0.55%)        Spain...................         0.23%
      France..................         0.24%         Sweden..................         0.21%
      Germany.................         0.26%         Switzerland.............         0.22%
      Hong Kong...............         0.25%         Taiwan..................        (0.34%)
      Italy...................         0.25%         United Kingdom..........         0.27%
      Japan...................         0.27%
</TABLE>

Shareholder Information

Determination of Net Asset Value

The net asset value per iShares for each Index Fund is computed by dividing the
value of the net assets of an Index Fund (i.e., the value of its total assets
less total liabilities) by the total number of iShares outstanding, rounded to
the nearest cent. Expenses and fees, including the management, administration
and distribution fees, are accrued daily and taken into account for purposes of
determining net asset value. Except for the Index Funds named below, the net
asset value of each Index Fund is determined as of the close of the regular
trading session on the New York Stock Exchange, Inc. ("NYSE") (ordinarily
4:00 p.m., Eastern time) on each day that the NYSE is open. The net asset
values of the iShares MSCI Australia, Hong Kong, Indonesia (Free), Japan,
Malaysia (Free), Singapore (Free), South Korea, Taiwan and Thailand (Free)
Index Funds are determined as of 8:30 a.m. (Eastern time) and the net asset
value of the iShares MSCI Brazil (Free) Index Fund is determined as of


--------------------------------------------------------------------------------

                                                                         page 41
<PAGE>


5:00 p.m. (Eastern time), on each day that the NYSE is open. The Company may
commence determining the net asset value of certain Index Funds more frequently
than once a day in connection with the possible future trading of the iShares
of such Index Funds on foreign exchanges. The price at which a purchase or
redemption of Creation Units of iShares is made is based on the next
calculation of net asset value. In the case of Index Funds that effect
creations and/or redemptions only for cash (i.e., the iShares MSCI Brazil
(Free), Malaysia (Free), South Korea and Taiwan Index Funds), it is possible
that portfolio securities transactions by the Company in the relevant local
markets of those Index Funds could affect the prices of those portfolio
securities at the time those Index Funds' net asset values are calculated.
Currency values are generally converted into U.S. dollars using the same
exchange rates used by MSCI in the calculation of the relevant MSCI Indices
(currently exchange rates as of 4:00 p.m. London time, except that the exchange
rate for the MSCI Mexico (Free) Index is as of 3:00 p.m. Eastern time).
However, the Company may use a different rate from the rate used by MSCI if the
investment adviser concludes that a different rate is more appropriate. Any use
of a different rate from MSCI may adversely affect an Index Fund's ability to
track its benchmark MSCI Index.

Buying and Selling iShares

There are two ways for you to buy and sell iShares. Most investors buy and sell
iShares through a broker in transactions on the AMEX or another exchange on
which iShares of the relevant Index Fund may be traded. iShares are also issued
and redeemed directly by the Company, but only in transactions involving
aggregations of very large numbers of iShares, referred to as Creation Units.
These transactions occur on an "in-kind" basis for most Index Funds. Persons
capable of purchasing or redeeming Creation Units of iShares should refer to
the Company's Statement of Additional Information for further details.

In connection with the purchase or the redemption of a Creation Unit of an
Index Fund, an investor must pay to the Company a purchase or redemption
transaction fee, which is intended to offset the transfer and other transaction
costs incurred by that Index Fund, including market impact expenses relating to
investing in or disposing of portfolio securities. The maximum transaction fees
that may apply to in-kind Creation Unit purchases and redemptions are listed in
the second column in the table below. To the extent purchases and redemptions
for cash are available, additional variable charges, up to the maximums listed
in the third and fourth columns of the table below, will apply (in addition to
the fees listed in the second column). This table is subject to revision from
time to time. (Investors are also responsible for payment of the costs of
transferring portfolio securities to the Company, in the case of a purchase
transaction, or from the Company to their own account, in the case of a
redemption transaction.)

<TABLE>
<CAPTION>
                                                Maximum Additional  Maximum Additional
                               In-kind and Cash   Variable Charge    Variable Charge
      iShares                   Purchases and        for Cash            for Cash
      MSCI Index Series          Redemptions        Purchases*         Redemptions*
      -----------------        ---------------- ------------------- ------------------
      <S>                      <C>              <C>                 <C>
      Australia...............      $2,400             0.60%              0.60%
      Austria.................      $1,200             0.67%              0.67%
      Belgium.................      $1,500             0.30%              0.30%
      Brazil (Free)...........      $4,100               **                ***
      Canada..................      $3,300             0.30%              0.30%
      EMU.....................      $8,000             1.05%              1.05%
      France..................      $2,900             0.25%              0.25%
      Germany.................      $2,500             0.25%              0.25%
      Greece..................      $3,500             1.50%              1.50%
      Hong Kong...............      $2,900             0.60%              0.60%
      Indonesia (Free)........      $4,700             1.18%              1.18%
      Italy...................      $2,200             0.30%              0.30%
      Japan...................      $8,300             0.15%              0.40%
      Malaysia (Free).........      $5,500               **                ***
      Mexico (Free)...........      $1,400             0.50%              0.50%
      Netherlands.............      $2,000             0.25%              0.25%
</TABLE>

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                                                                         iShares
page 42
<PAGE>

<TABLE>
<CAPTION>
                                                      Maximum             Maximum
                               In-kind and Cash Additional Variable Additional Variable
      iShares                   Purchases and     Charge for Cash     Charge for Cash
      MSCI Index Series          Redemptions        Purchases*         Redemptions*
      -----------------        ---------------- ------------------- -------------------
      <S>                      <C>              <C>                 <C>
      Portugal................      $2,000             1.65%               1.65%
      Singapore (Free)........      $2,200             1.60%               1.30%
      South Africa............      $2,900             1.60%               1.60%
      South Korea.............      $4,200               **                 ***
      Spain...................      $2,300             0.25%               0.45%
      Sweden..................      $2,200             0.30%               0.30%
      Switzerland.............      $2,600             0.40%               0.40%
      Taiwan..................      $6,200               **                 ***
      Thailand (Free).........      $3,300             1.41%               1.41%
      Turkey..................      $3,900             1.46%               1.46%
      United Kingdom..........      $5,100             0.25%               0.75%
      USA.....................      $2,900             0.50%               0.50%
</TABLE>
     --------
     *   As a percentage of amount invested.
     **  This percentage, when aggregated with the basic in-kind transaction
         fee, will not exceed 3.00%.
     *** This percentage, when aggregated with the basic in-kind transaction
         fee, will not exceed 2.00%.

iShares may trade on the AMEX (or any other securities exchange on which
iShares may trade) at prices that differ to some degree from their net asset
value. If you buy or sell iShares in the secondary market, you will incur
customary brokerage commissions and charges and may pay some or all of the
difference between the bid price and the offered price in the secondary market
on each leg of a round trip (purchase and sale) transaction. Given that iShares
may be created or redeemed in Creation Units, however, the Advisor believes
that ordinarily large discounts or premiums to the net asset value of iShares
should not be sustained for long periods. If creations or redemptions of
iShares in Creation Units are suspended or difficult to effect, the iShares may
trade at sustained discounts or premiums from net asset value. This occurred in
the case of iShares of the iShares MSCI Malaysia (Free) Index Fund after the
Company suspended creations and "in kind" redemptions of these iShares in
September 1998 as a result of capital controls imposed in Malaysia.

The AMEX disseminates during its trading day an indicative optimized portfolio
value, or IOPV, for each Index Fund. This should not be viewed as a real time
update of the net asset value per iShares of an Index Fund, which is calculated
only once a day, because it may not be computed in a manner consistent with
such net asset value.

The Depository Trust Company ("DTC") serves as securities depository for
iShares. iShares may be held only in book-entry form; stock certificates will
not be issued. DTC, or its nominee, is the record or registered owner of all
outstanding iShares of each Index Fund. Beneficial ownership of iShares will be
shown on the records of DTC or its participants (described below). Beneficial
owners of iShares are not entitled to have iShares registered in their names,
will not receive or be entitled to receive physical delivery of certificates in
definitive form and are not considered the registered holder of iShares.
Accordingly, to exercise any rights of a holder of iShares, a beneficial owner
must rely on the procedures of (i) DTC; (ii) "DTC Participants", i.e.,
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations, some of whom (and/or their representatives)
own DTC; and (iii) "Indirect Participants", i.e., brokers, dealers, banks and
trust companies that clear through or maintain a custodial relationship with a
DTC Participant, either directly or indirectly, through which the beneficial
owner holds its interests.

As described above, the Company recognizes DTC or its nominee as the owner of
all iShares for all purposes.

The Company will send its shareholders, through DTC Participants, unaudited
semi-annual reports, audited annual reports and other information as may be
required by applicable laws, rules and

--------------------------------------------------------------------------------
Shareholder Information
                                                                         page 43
<PAGE>

regulations. Beneficial owners also receive an annual notification as to the
tax status of the Company's distributions.

For purposes of the Investment Company Act of 1940, iShares are issued by the
Index Funds, and the acquisition of iShares by investment companies is subject
to the restrictions of section 12(d)(1) of the Investment Company Act.

Dividends and Capital Gains Distributions

Dividends from net investment income, including any net foreign currency gains,
are declared and paid at least annually and any net realized securities gains
are distributed at least annually. In order to improve tracking error or comply
with the distribution requirements of the Internal Revenue Code of 1986,
dividends may be declared and paid more frequently than annually for certain
Index Funds. In addition, the Company intends to distribute, at least annually,
amounts representing the full dividend yield on the underlying portfolio
securities of each Index Fund, net of expenses, as if the Index Fund owned the
underlying portfolio securities for the entire dividend period. As a result,
some portion of each distribution may result in a return of capital. See "Tax
Matters" below. Dividends and securities gains distributions are distributed in
US dollars and cannot be automatically reinvested in additional iShares. The
Company will inform shareholders within 60 days after the close of an Index
Fund's taxable year of the amount and nature of all distributions made to them.

Tax Matters

As with any investment, you should consider how the iShares of an Index Fund
will be taxed. The tax information in this prospectus is provided as general
information. You should consult your own tax professional about the tax
consequences of an investment in iShares.

Unless your investment in an Index Fund is through a tax-exempt entity or
taxed-deferred retirement account, such as an IRA plan, you need to be aware of
the possible tax consequences when:

 . An Index Fund makes distributions, and

 . You sell iShares on the AMEX.

Taxes on Distributions. Each Index Fund will distribute annually any net
investment income, and any net realized long-term or short-term capital gains.
Each Index Fund may also pay a special distribution at the end of the calendar
year to comply with federal tax requirements. In general, your distributions
are subject to federal income tax when they are paid. Dividends paid out of an
Index Fund's income and net short-term gains, if any, are taxable as ordinary
income. Distributions of net long-term capital gains, if any, in excess of net
short-term capital losses are taxable as long-term capital gains, regardless of
how long you have held the iShares.

Distributions in excess of an Index Fund's current and accumulated earnings and
profits are treated as a tax-free return of capital to the extent of your basis
in iShares, and as capital gain thereafter. A distribution may be taxable to
you as ordinary income or capital gain even though, from an investment
standpoint, it may constitute a return of capital.

Dividends and interest received by each Index Fund may give rise to withholding
and other taxes imposed by foreign countries. Tax conventions between certain
countries and the United States may reduce or eliminate such taxes. Since more
than 50% of each Index Fund's total assets at the end of its taxable year will
consist of foreign stocks or securities, each Index Fund will "pass through" to
you any foreign income taxes (including withholding taxes) paid by an Index
Fund, if you held the Index Fund, and the Index Fund held the security, on the
dividend entitlement date and for at least fifteen additional days immediately
before and/or after. Subject to certain limitations, the foreign income taxes
passed through may qualify as a deduction in calculating US taxable income or
as a credit in calculating US federal income tax. You will be notified of your
portion of the foreign income

--------------------------------------------------------------------------------
                                                                         iShares
page 44
<PAGE>

taxes paid to each country and the portion of dividends that represents income
derived from sources within each country. Taxes other than foreign income
taxes, including any profits levy payable by the iShares MSCI Malaysia (Free)
Index Fund, are not passed through to you in this way.

If you are neither a lawful permanent resident nor a citizen of the United
States or if you are a foreign entity, each Index Fund's ordinary income
dividends (which include distributions of net short-term capital gains) will
generally be subject to a 30% US withholding tax, unless a lower treaty rate
applies. In addition iShares may be subject to U.S. estate tax. You should
consult your personal tax advisor as to this matter.

By law, each Index Fund must withhold 31% of a shareholder's distributions and
proceeds if the shareholder has not provided a taxpayer identification number
or social security number.

Taxes When iShares Are Sold on the AMEX. Currently, any capital gain or loss
realized upon a sale of iShares is generally treated as long-term capital gain
or loss if the iShares have been held for more than one year and as short-term
capital gain or loss if the iShares have been held for one year or less.

The foregoing discussion summarizes some of the consequences under current
federal tax law of an investment in an Index Fund. It is not a substitute for
personal tax advice. Consult your personal tax adviser about the potential tax
consequences of an investment in an Index Series under all applicable tax laws.

Possible Claim

A United States patentholder has notified the Company that it believes that the
manner of the Company's operation results in the Company, possibly in
conjunction with others, engaging in acts of infringement of such patent and
has suggested that the Company, or one or more of its service providers, enter
into a license agreement with it and pay it substantial fees. Payment of such
fees by the Company could materially adversely affect the expense ratios of the
Index Funds. In August 2000 the AMEX commenced an action seeking a declaratory
judgement that its activities with respect to exchange traded funds, including
the Company, do not infringe the patentholder's patents. The patentholder has
counterclaimed alleging that such activities infringe its patent. The Company
is not a party to this action. The Company believes that it has valid defenses
to any potential patent infringement claim by the patentholder.

Distribution Arrangements

The Company has adopted a plan under Rule 12b-1 of the Investment Company Act
of 1940 that allows the Company to pay distribution fees for the sale and
distribution of iShares. Because these fees are paid out of an Index Fund's
assets on an ongoing basis, over time the fees will increase the cost of your
investment and may cost you more than paying other types of sales charges. The
fees paid under the Rule 12b-1 Plan are calculated and paid monthly with
respect to each Index Fund at a rate set from time to time by the Board,
provided that the annual rate may not exceed .25% of the average daily net
assets of each Index Fund. These fees are currently being paid at the maximum
rate. The distribution fees payable under the 12b-1 Plan are used to pay
distributions-related expenses, including: compensation to the distributor at a
rate fixed by the Company's Board of Directors from time to time (currently
 .02% of the Company's average daily net assets, subject to an annual minimum of
$845,000); compensation to a sales and marketing consultant retained by the
Company at a rate of .035% of the Company's average daily net assets; and
reimbursements of expenses incurred by the distributor and other persons
(principally the investment adviser in connection with the distribution of the
Company's shares). In addition, the distributor has entered into sales and
investor services agreements with broker-dealers or other persons that are DTC
Participants to provide distribution assistance, including broker-dealer and
shareholder support and educational and promotional services. Under the terms
of

--------------------------------------------------------------------------------

                                                                         page 45
<PAGE>

each sales and investor services agreement, the distributor will pay broker-
dealers or other persons, out of 12b-1 fees received from an Index Fund, at the
annual rate of up to .25% of 1% of the average daily net asset value of iShares
held through DTC for the account of such DTC Participant. The amounts of the
fees paid to the distributor and the sales and marketing consultant are not
dependent on the amount of distribution expenses actually incurred by them. The
distributor has no role in determining the investment policies of any Index
Fund or which securities are to be purchased or sold by any Index Fund.

Financial Highlights

The financial highlights table is intended to help you understand the financial
performance since inception of the following Index Funds that have commenced
investment operations: the iShares MSCI Australia, Austria, Belgium, Brazil
(Free), Canada, EMU, France, Germany, Hong Kong, Italy, Japan, Malaysia (Free),
Mexico (Free), Netherlands, Singapore (Free), South Korea, Spain, Sweden,
Switzerland, Taiwan and United Kingdom Index Funds. Certain information
reflects financial results for a single iShare of an Index Fund. The total
returns in the table represent the rate that a shareholder would have earned
(or lost) on an investment in an Index Fund (assuming reinvestment of all
dividends and distributions). This information has been audited by Ernst &
Young LLP, whose report, along with the financial statements of those
Index Funds that have commenced operations, is included in the Annual Report,
which is incorporated by reference in the SAI and available without charge
upon request.


--------------------------------------------------------------------------------
                                                                         iShares
page 46
<PAGE>

<TABLE>
<CAPTION>
                                 iShares MSCI Australia Index Fund
                           ----------------------------------------------------
                           For the   For the    For the    For the    For the
                             year      year       year       year      period
                            ended     ended      ended      ended    03/12/96*-
                           08/31/00  08/31/99   08/31/98   08/31/97  08/31/96
                           --------  --------   --------   --------  ----------
<S>                        <C>       <C>        <C>        <C>       <C>
Per Share Operating
Performance
 Net asset value,
 beginning of period.....  $  9.99   $  7.75    $ 10.35    $ 10.15    $  9.95(1)
                           -------   -------    -------    -------    -------
 Net investment
 income/(loss)+..........     0.23      0.20       0.23       0.17       0.10
 Net realized and
 unrealized gain/(loss)
 on investments and
 foreign currency related
 transactions and
 translation of other
 assets and liabilities
 denominated in foreign
 currencies..............    (0.04)     2.29      (2.60)      0.47       0.29
                           -------   -------    -------    -------    -------
  Net increase/(decrease)
  in net assets resulting
  from operations........     0.19      2.49      (2.37)      0.64       0.39
                           -------   -------    -------    -------    -------
<CAPTION>
                                  iShares MSCI Austria Index Fund
                           ---------------------------------------------------------
                           For the     For the    For the   For the    For the
                             year        year       year      year      period
                            ended       ended      ended     ended    03/12/96*-
                           08/31/00    08/31/99   08/31/98  08/31/97  08/31/96
                           ----------- ---------- --------- --------- --------------
<S>                        <C>         <C>        <C>       <C>       <C>
Per Share Operating
Performance
 Net asset value,
 beginning of period.....  $  9.13     $ 10.11     $10.51    $10.40    $ 10.91(1)
                           ----------- ---------- --------- --------- --------------
 Net investment
 income/(loss)+..........     0.04        0.10       0.06     (0.02)      0.04
 Net realized and
 unrealized gain/(loss)
 on investments and
 foreign currency related
 transactions and
 translation of other
 assets and liabilities
 denominated in foreign
 currencies..............    (1.46)      (0.98)      0.20      0.13      (0.41)
                           ----------- ---------- --------- --------- --------------
  Net increase/(decrease)
  in net assets resulting
  from operations........    (1.42)      (0.88)      0.26      0.11      (0.37)
                           ----------- ---------- --------- --------- --------------

Less Distributions
 Dividends from net
 investment income.......    (0.22)    (0.19)     (0.23)     (0.16)     (0.08)
 Dividends in excess of
 net investment income...    (0.01)     0.00**     0.00**    (0.04)     (0.05)
 Distributions from net
 realized gains..........       --        --         --      (0.04)     (0.02)
 Distributions in excess
 of net realized gains...       --        --         --         --         --
 Return of capital.......    (0.02)    (0.06)        --      (0.20)     (0.04)
                           -------   -------    -------    -------    -------
  Total dividends and
  distributions..........    (0.25)    (0.25)     (0.23)     (0.44)     (0.19)
                           -------   -------    -------    -------    -------
 Net asset value, end of
 period..................  $  9.93   $  9.99    $  7.75    $ 10.35    $ 10.15
                           =======   =======    =======    =======    =======
Total Investment
Return(2)................     1.84%    32.09%    (23.11)%     6.23%      3.88%(4)
Less Distributions
 Dividends from net
 investment income.......    (0.04)      (0.07)     (0.04)       --      (0.02)
 Dividends in excess of
 net investment income...    (0.00)**    (0.01)     (0.01)       --      (0.01)
 Distributions from net
 realized gains..........       --          --      (0.61)       --      (0.03)
 Distributions in excess
 of net realized gains...       --          --       0.00**      --         --
 Return of capital.......       --       (0.02)      0.00**      --      (0.08)
                           ----------- ---------- --------- --------- --------------
  Total dividends and
  distributions..........    (0.04)      (0.10)     (0.66)       --      (0.14)
                           ----------- ---------- --------- --------- --------------
 Net asset value, end of
 period..................  $  7.67     $  9.13     $10.11    $10.51    $ 10.40
                           =========== ========== ========= ========= ==============
Total Investment
Return(2)................   (15.51)%     (8.69)%     2.16%     1.06 %    (3.39)%(4)

Ratios/Supplemental Data
 Net assets, end of
 period (in 000's).......  $61,574   $53,957    $34,099    $41,406    $12,177
 Ratios of expenses to
 average net assets(5)...     0.95%     1.00%      1.05 %     1.33%      1.59%(3)
 Ratios of net investment
 income/(loss) to average
 net assets(5)...........     2.22%     2.03%      2.38 %     1.57%      2.18%(3)
 Portfolio turnover(6)...    36.20%    13.83%      1.49 %     5.30%      8.84%(4)
Ratios/Supplemental Data
 Net assets, end of
 period (in 000's).......  $10,741     $12,776     $8,085    $4,205    $13,520
 Ratios of expenses to
 average net assets(5)...     1.16%       1.31 %     1.41%     1.68 %     1.56 %(3)
 Ratios of net investment
 income/(loss) to average
 net assets(5)...........     0.51%       1.04 %     0.51%    (0.22)%     0.87 %(3)
 Portfolio turnover(6)...    33.65%      49.95 %    36.14%    28.47 %     9.60 %(4)
----
 *  Commencement of operations.
**  Less than one cent per share.
 +  Based on average shares outstanding throughout the period.
(1) Net asset value per share on commencement of operations.
(2) Total investment return is calculated assuming a purchase of capital stock
    at net asset value per share on the first day and a sale at the net asset
    value per share on the last day of the period reported. Dividends and
    distributions, if any, are assumed, for purposes of this calculation, to
    be reinvested at the net asset value per share on the ex-dividend date.
(3) Annualized.
(4) Not Annualized.
(5) Includes voluntary waivers through December 31, 1996 and reimbursements
    from the Adviser commencing with the year ended August 31, 2000. If such
    waivers/reimbursements had not been made the ratios of expenses to average
    net assets and ratios of net investment income/(loss) to average net
    assets would have been as follows:
  Ratios of expenses to
  average net assets
  before
  waivers/reimbursements
  .......................       --        --         --       1.33%      1.60%(3)
  Ratios of net
  investment
  income/(loss) to
  average net assets
  before
  waivers/reimbursements
  .......................       --        --         --       1.57%      2.17%(3)
  Ratios of expenses to
  average net assets
  before
  waivers/reimbursements
  .......................     1.20%         --         --      1.69 %     1.57%(3)
  Ratios of net
  investment
  income/(loss) to
  average net assets
  before
  waivers/reimbursements
  .......................     0.47%         --         --     (0.22)%     0.86%(3)
</TABLE>
(6) Excludes portfolio securities received or delivered as a result of
    processing capital share transactions in Creation Unit(s).

--------------------------------------------------------------------------------
Financial Highlights
                                                                         page 47
<PAGE>

<TABLE>
<CAPTION>
                                                                                 iShares MSCI
                                                                                 Brazil (Free)
                                 iShares MSCI Belgium Index Fund                  Index Fund
                          ----------------------------------------------------   -------------
                          For the    For the    For the   For the    For the        For the
                            year       year       year      year      period        period
                           ended      ended      ended     ended    03/12/96*-    07/11/00*-
                          08/31/00   08/31/99   08/31/98  08/31/97  08/31/96       08/31/00
                          --------   --------   --------  --------  ----------   -------------
<S>                       <C>        <C>        <C>       <C>       <C>          <C>
Per Share
Operating
Performance
 Net asset value,
 beginning of
 period...........        $ 16.07    $ 18.40    $ 15.64   $ 14.99     $14.92(1)     $ 20.22(1)
                          -------    -------    -------   -------     ------        -------
 Net investment
 income/(loss)+...           0.19       0.08       0.24      0.77       0.40           0.02
 Net realized and
 unrealized
 gain/(loss) on
 investments and
 foreign currency
 related
 transactions and
 translation of
 other assets and
 liabilities
 denominated in
 foreign
 currencies.......          (2.67)     (0.30)      6.09      0.62       0.36          (0.63)
                          -------    -------    -------   -------     ------        -------
  Net
  increase/(decrease)
  in net assets
  resulting from
  operations......          (2.48)     (0.22)      6.33      1.39       0.76          (0.61)
                          -------    -------    -------   -------     ------        -------
<CAPTION>
                                  iShares MSCI Canada Index Fund
                          -------------------------------------------------------
                          For the   For the  For the    For the      For the
                            year      year     year       year        period
                           ended     ended    ended      ended      03/12/96*-
                          08/31/00  08/31/99 08/31/98   08/31/97    08/31/96
                          --------- -------- ---------- ----------- -------------
<S>                       <C>       <C>      <C>        <C>         <C>
Per Share
Operating
Performance
 Net asset value,
 beginning of
 period...........        $ 13.22    $ 9.90   $13.43    $ 10.60       $10.17(1)
                          --------- -------- ---------- ----------- -------------
 Net investment
 income/(loss)+...           0.70      0.07     0.07       0.05         0.04
 Net realized and
 unrealized
 gain/(loss) on
 investments and
 foreign currency
 related
 transactions and
 translation of
 other assets and
 liabilities
 denominated in
 foreign
 currencies.......           8.08      3.87    (2.89)      2.97         0.43
                          --------- -------- ---------- ----------- -------------
  Net
  increase/(decrease)
  in net assets
  resulting from
  operations......           8.78      3.94    (2.82)      3.02         0.47
                          --------- -------- ---------- ----------- -------------

Less Distributions
 Dividends from
 net investment
 income...........          (0.17)        --      (0.27)    (0.33)     (0.54)         (0.02)
 Dividends in
 excess of net
 investment
 income...........          (0.19)     (0.01)     (1.21)    (0.28)     (0.09)            --
 Distributions
 from net realized
 gains............             --      (1.19)     (1.99)    (0.12)     (0.06)            --
 Distributions in
 excess of net
 realized gains...             --         --         --        --         --          (0.34)
 Return of
 capital..........             --      (0.91)     (0.10)    (0.01)        --             --
                          -------    -------    -------   -------     ------        -------
  Total dividends
  and
  distributions...          (0.36)     (2.11)     (3.57)    (0.74)     (0.69)         (0.36)
                          -------    -------    -------   -------     ------        -------
 Net asset value,
 end of period....        $ 13.23    $ 16.07    $ 18.40   $ 15.64     $14.99        $ 19.25
                          =======    =======    =======   =======     ======        =======
Total Investment
Return(2).........         (15.50)%    (1.00)%    39.42%     9.26%      5.01%(4)      (2.97)%(4)
Less Distributions
 Dividends from
 net investment
 income...........          (0.52)    (0.08)   (0.13)     (0.05)       (0.03)
 Dividends in
 excess of net
 investment
 income...........          (0.03)    (0.01)   (0.00)**   (0.00)**     (0.01)
 Distributions
 from net realized
 gains............          (4.08)    (0.53)   (0.58)     (0.14)          --
 Distributions in
 excess of net
 realized gains...          (0.31)       --       --         --         0.00**
 Return of
 capital..........          (0.12)       --       --         --         0.00**
                          --------- -------- ---------- ----------- -------------
  Total dividends
  and
  distributions...          (5.06)    (0.62)   (0.71)     (0.19)       (0.04)
                          --------- -------- ---------- ----------- -------------
 Net asset value,
 end of period....        $ 16.94    $13.22   $ 9.90    $ 13.43      $ 10.60
                          ========= ======== ========== =========== =============
Total Investment
Return(2).........          67.21%    39.71%  (21.69)%    28.50%        4.63%(4)

Ratios/Supplemental
Data
 Net assets, end
 of period (in
 000's)...........        $13,230    $13,496    $25,765   $32,528     $1,800        $18,283
 Ratios of
 expenses to
 average net
 assets(5)........           1.13%      1.24 %     1.04%     1.24%      2.29%(3)       0.99%(3)
 Ratios of net
 investment
 income/(loss) to
 average net
 assets(5)........           1.36%      0.45 %     1.28%     4.63%      5.67%(3)       0.77%(3)
 Portfolio
 turnover(6)......          53.27%     62.99 %    50.46%    16.83%      6.25%(4)      63.61%(4)
Ratios/Supplemental
Data
 Net assets, end
 of period (in
 000's)...........        $22,028    $9,253   $6,932    $24,168      $13,776
 Ratios of
 expenses to
 average net
 assets(5)........           1.17%     1.23%    1.14 %     1.35%        1.44%(3)
 Ratios of net
 investment
 income/(loss) to
 average net
 assets(5)........           4.07%     0.53%    0.46 %     0.39%        0.79%(3)
 Portfolio
 turnover(6)......          64.03%    11.66%    3.70 %    11.02%        0.00%(4)
----
 *  Commencement of operations.
**  Less than one cent per share.
 +  Based on average shares outstanding throughout the period.
(1) Net asset value per share on commencement of operations.
(2) Total investment return is calculated assuming a purchase of capital stock
    at net asset value per share on the first day and a sale at the net asset
    value per share on the last day of the period reported. Dividends and
    distributions, if any, are assumed, for purposes of this calculation, to
    be reinvested at the net asset value per share on the ex-dividend date.
(3) Annualized.
(4) Not Annualized.
(5) Includes voluntary waivers through December 31, 1996 and reimbursements
    from the Adviser commencing with the year ended August 31, 2000. If such
    waivers/reimbursements had not been made the ratios of expenses to average
    net assets and ratios of net investment income/(loss) to average net
    assets would have been as follows:
  Ratios of
  expenses to
  average net
  assets before
  waivers/reimbursements
  ................             --         --         --      1.24%      2.30%(3)       1.40%(3)
  Ratios of net
  investment
  income/(loss) to
  average net
  assets before
  waivers/reimbursements
  ................             --         --         --      4.63%      5.66%(3)       0.37%(3)
  Ratios of
  expenses to
  average net
  assets before
  waivers/reimbursements
  ................           1.19%       --       --       1.36%        1.45%(3)
  Ratios of net
  investment
  income/(loss) to
  average net
  assets before
  waivers/reimbursements
  ................           4.05%       --       --       0.39%        0.78%(3)
</TABLE>
(6) Excludes portfolio securities received or delivered as a result of
    processing capital share transactions in Creation Unit(s).

--------------------------------------------------------------------------------
                                                                         iShares
page 48
<PAGE>

<TABLE>
<CAPTION>
                             iShares
                             MSCI EMU
                            Index Fund             iShares MSCI France Index Fund
                            ----------     --------------------------------------------------
                             For the       For the   For the   For the   For the    For the
                              period         year      year      year      year      period
                            07/26/00*-      ended     ended     ended     ended    03/12/96*-
                             08/31/00      08/31/00  08/31/99  08/31/98  08/31/97  08/31/96
                            ----------     --------  --------  --------  --------  ----------
<S>                         <C>            <C>       <C>       <C>       <C>       <C>
Per Share
Operating
Performance
 Net asset value,
 beginning of
 period...........           $ 80.72(1)    $ 22.90   $ 19.13   $ 14.50   $ 12.73    $ 12.42(1)
                             -------       -------   -------   -------   -------    -------
 Net investment
 income/(loss)+...             (0.00)**       0.10      0.14      0.30      0.17       0.17
 Net realized and
 unrealized
 gain/(loss) on
 investments and
 foreign currency
 related
 transactions and
 translation of
 other assets and
 liabilities
 denominated in
 foreign
 currencies.......             (4.70)         5.21      3.88      4.76      1.95       0.45
                             -------       -------   -------   -------   -------    -------
  Net
  increase/(decrease)
  in net assets
  resulting from
  operations......             (4.70)         5.31      4.02      5.06      2.12       0.62
                             -------       -------   -------   -------   -------    -------
<CAPTION>
                                   iShares MSCI Germany Index Fund
                            ------------------------------------------------------
                            For the   For the   For the    For the    For the
                              year      year      year       year      period
                             ended     ended     ended      ended    03/12/96*-
                            08/31/00  08/31/99  08/31/98   08/31/97  08/31/96
                            --------- --------- ---------- --------- -------------
<S>                         <C>       <C>       <C>        <C>       <C>
Per Share
Operating
Performance
 Net asset value,
 beginning of
 period...........          $  21.17  $  20.25  $ 16.31    $ 13.64    $ 13.23(1)
                            --------- --------- ---------- --------- -------------
 Net investment
 income/(loss)+...              0.18      0.12     0.29       0.03       0.06
 Net realized and
 unrealized
 gain/(loss) on
 investments and
 foreign currency
 related
 transactions and
 translation of
 other assets and
 liabilities
 denominated in
 foreign
 currencies.......              1.64      1.31     3.92       2.77       0.47
                            --------- --------- ---------- --------- -------------
  Net
  increase/(decrease)
  in net assets
  resulting from
  operations......              1.82      1.43     4.21       2.80       0.53
                            --------- --------- ---------- --------- -------------

Less Distributions
 Dividends from
 net investment
 income...........                --         (0.09)    (0.10)    (0.19)    (0.15)     (0.09)
 Dividends in
 excess of net
 investment
 income...........                --         (0.02)    (0.02)    (0.03)       --      (0.01)
 Distributions
 from net realized
 gains............                --         (1.64)    (0.05)    (0.13)    (0.20)      0.00**
 Distributions in
 excess of net
 realized gains...                --         (0.03)       --     (0.01)       --         --
 Return of
 capital..........                --         (0.02)    (0.08)    (0.07)       --      (0.21)
                             -------       -------   -------   -------   -------    -------
  Total dividends
  and
  distributions...                --         (1.80)    (0.25)    (0.43)    (0.35)     (0.31)
                             -------       -------   -------   -------   -------    -------
 Net asset value,
 end of period....           $ 76.02       $ 26.41   $ 22.90   $ 19.13   $ 14.50    $ 12.73
                             =======       =======   =======   =======   =======    =======
Total Investment
Return(2).........             (5.82)%(4)    23.45%    21.01%    34.77%    16.60%      4.95%(4)
Less Distributions
 Dividends from
 net investment
 income...........             (0.16)    (0.10)   (0.17)     (0.03)     (0.03)
 Dividends in
 excess of net
 investment
 income...........             (0.01)    (0.01)   (0.01)     (0.01)     (0.01)
 Distributions
 from net realized
 gains............             (2.00)    (0.31)   (0.01)     (0.07)        --
 Distributions in
 excess of net
 realized gains...             (0.32)    (0.08)    0.00**       --      (0.01)
 Return of
 capital..........             (0.04)    (0.01)   (0.08)     (0.02)     (0.07)
                            --------- --------- ---------- --------- -------------
  Total dividends
  and
  distributions...             (2.53)    (0.51)   (0.27)     (0.13)     (0.12)
                            --------- --------- ---------- --------- -------------
 Net asset value,
 end of period....          $  20.46  $  21.17  $ 20.25    $ 16.31    $ 13.04
                            ========= ========= ========== ========= =============
Total Investment
Return(2).........              8.44%     7.04%   25.69%     20.51%      4.00%(4)

Ratios/Supplemental
Data
 Net assets, end
 of period (in
 000's)...........           $41,811       $95,116   $77,885   $45,922   $14,519    $22,930
 Ratios of
 expenses to
 average net
 assets(5)........              0.84%(3)      0.96%     1.06%     1.18%     1.52%      1.84%(3)
 Ratios of net
 investment
 income/(loss) to
 average net
 assets(5)........              0.03%(3)      0.36%     0.67%     1.58%     1.17%      2.72%(3)
 Portfolio
 turnover(6)......              0.00%(4)     17.43%     0.00%     5.65%     7.13%      0.00%(4)
Ratios/Supplemental
Data
 Net assets, end
 of period (in
 000's)...........          $153,487  $101,645  $72,934    $24,486    $28,664
 Ratios of
 expenses to
 average net
 assets(5)........              0.94%     1.00%    1.08%      1.37%      1.68%(3)
 Ratios of net
 investment
 income/(loss) to
 average net
 assets(5)........              0.73%     0.57%    1.43%      0.23%      1.00%(3)
 Portfolio
 turnover(6)......             56.38%    13.67%    0.64%      9.04%      0.00%(4)
----
 *  Commencement of operations.
**  Less than one cent per share.
 +  Based on average shares outstanding throughout the period.
(1) Net asset value per share on commencement of operations.
(2) Total investment return is calculated assuming a purchase of capital stock
    at net asset value per share on the first day and a sale at the net asset
    value per share on the last day of the period reported. Dividends and
    distributions, if any, are assumed for purposes of this calculation, to be
    reinvested at the net asset value per share on the ex-dividend date.
(3) Annualized.
(4) Not Annualized.
(5) Includes voluntary waivers through December 31, 1996 and reimbursements
    from the Adviser commencing with the year ended August 31, 2000. If such
    waivers/reimbursements had not been made the ratios of expenses to average
    net assets and ratios of net investment income/(loss) to average net
    assets would have been as follows:
  Ratios of
  expenses to
  average net
  assets before
  waivers/reimbursements..      1.57%(3)        --        --        --      1.52%      1.85%(3)
  Ratios of net
  investment
  income/(loss) to
  average net
  assets before
  waivers/reimbursements..     (0.70)%(3)       --        --        --      1.17%      2.71%(3)
  Ratios of
  expenses to
  average net
  assets before
  waivers/reimbursements..        --        --       --       1.37%      1.69%(3)
  Ratios of net
  investment
  income/(loss) to
  average net
  assets before
  waivers/reimbursements..        --        --       --       0.22%      0.99%(3)
</TABLE>
(6) Excludes portfolio securities received or delivered as a result of
    processing capital share transactions in Creation Unit(s).

--------------------------------------------------------------------------------
Financial Highlights
                                                                         page 49
<PAGE>

<TABLE>
<CAPTION>
                                  iShares MSCI Hong Kong Index Fund
                            ----------------------------------------------------
                            For the   For the   For the    For the     For the
                              year      year      year       year       period
                             ended     ended     ended      ended     03/12/96*-
                            08/31/00  08/31/99  08/31/98   08/31/97   08/31/96
                            --------  --------  --------   --------   ----------
<S>                         <C>       <C>       <C>        <C>        <C>
Per Share Operating
Performance
 Net asset value,
 beginning of period.....   $ 11.83   $  6.41   $ 14.73    $ 13.05      $12.83(1)
                            -------   -------   -------    -------      ------
 Net investment
 income/(loss)+..........      0.33      0.29      0.35       0.26        0.15
 Net realized and
 unrealized gain/(loss)
 on investments and
 foreign currency related
 transactions and
 translation of other
 assets and liabilities
 denominated in foreign
 currencies..............      1.42      5.49     (8.27)      2.12        0.27
                            -------   -------   -------    -------      ------
  Net increase/(decrease)
  in net assets resulting
  from operations........      1.75      5.78     (7.92)      2.38        0.42
                            -------   -------   -------    -------      ------
<CAPTION>
                                    iShares MSCI Italy Index Fund
                            -----------------------------------------------------
                            For the   For the   For the   For the    For the
                              year      year      year      year      period
                             ended     ended     ended     ended    03/12/96*-
                            08/31/00  08/31/99  08/31/98  08/31/97  08/31/96
                            --------- --------- --------- --------- -------------
<S>                         <C>       <C>       <C>       <C>       <C>
Per Share Operating
Performance
 Net asset value,
 beginning of period.....   $ 21.56   $ 22.89   $ 16.66   $ 13.79    $ 13.62(1)
                            --------- --------- --------- --------- -------------
 Net investment
 income/(loss)+..........      0.39      0.17      0.18      0.12       0.25
 Net realized and
 unrealized gain/(loss)
 on investments and
 foreign currency related
 transactions and
 translation of other
 assets and liabilities
 denominated in foreign
 currencies..............      2.51      1.05      7.94      3.10       0.31
                            --------- --------- --------- --------- -------------
  Net increase/(decrease)
  in net assets resulting
  from operations........      2.90      1.22      8.12      3.22       0.56
                            --------- --------- --------- --------- -------------

Less Distributions
 Dividends from net
 investment income.......     (0.32)    (0.31)    (0.28)     (0.21)      (0.13)
 Dividends in excess of
 net investment income...        --     (0.05)     0.00**    (0.01)      (0.02)
 Distributions from net
 realized gains..........        --        --        --      (0.34)      (0.01)
 Distributions in excess
 of net realized gains...        --        --        --       0.00**        --
 Return of capital.......     (0.02)       --     (0.12)     (0.14)      (0.04)
                            -------   -------   -------    -------      ------
  Total dividends and
  distributions..........     (0.34)    (0.36)    (0.40)     (0.70)      (0.20)
                            -------   -------   -------    -------      ------
 Net asset value, end of
 period..................   $ 13.24   $ 11.83   $  6.41    $ 14.73      $13.05
                            =======   =======   =======    =======      ======
Total Investment
Return(2)................     14.73%    90.51%   (54.22)%    17.80%       3.22%(4)
Less Distributions
 Dividends from net
 investment income.......     (0.12)    (0.06)    (0.18)    (0.11)     (0.14)
 Dividends in excess of
 net investment income...        --        --     (1.02)    (0.24)     (0.03)
 Distributions from net
 realized gains..........     (1.69)    (2.24)    (0.69)       --      (0.14)
 Distributions in excess
 of net realized gains...     (0.11)       --        --        --         --
 Return of capital.......     (0.31)    (0.25)       --        --      (0.08)
                            --------- --------- --------- --------- -------------
  Total dividends and
  distributions..........     (2.23)    (2.55)    (1.89)    (0.35)     (0.39)
                            --------- --------- --------- --------- -------------
 Net asset value, end of
 period..................   $ 22.23   $ 21.56   $ 22.89   $ 16.66    $ 13.79
                            ========= ========= ========= ========= =============
Total Investment
Return(2)................   $ 13.35%     5.14%    47.66%    23.37%      4.11%(4)

Ratios/Supplemental Data
 Net assets, end of
 period (in 000's).......   $79,479   $77,200   $49,973    $25,417      $7,845
 Ratios of expenses to
 average net assets(5)...     0.94%      1.01%     1.09 %     1.43%       1.52%(3)
 Ratios of net investment
 income/(loss) to average
 net assets(5)...........      2.57%     2.84%     3.76 %     1.71%       2.37%(3)
 Portfolio turnover(6)...     21.30%    42.89%    21.50 %    22.90%       0.00%(4)
Ratios/Supplemental Data
 Net assets, end of
 period (in 000's).......   $50,008   $58,224   $58,368   $32,495    $35,170
 Ratios of expenses to
 average net assets(5)...      0.99%     1.03%     1.02%     1.33%      1.43%(3)
 Ratios of net investment
 income/(loss) to average
 net assets(5)...........      1.61%     0.70%     0.76%     0.76%      3.69%(3)
 Portfolio turnover(6)...     39.85%     7.89%     8.16%    13.70%     19.80%(4)
----
 *  Commencement of operations.
**  Less than one cent per share.
 +  Based on average shares outstanding throughout the period.
(1) Net asset value per share on commencement of operations.
(2) Total investment return is calculated assuming a purchase of capital stock
    at net asset value per share on the first day and a sale at the net asset
    value per share on the last day of the period reported. Dividends and
    distributions, if any, are assumed, for purposes of this calculation, to
    be reinvested at the net asset value per share on the ex-dividend date.
(3) Annualized.
(4) Not Annualized.
(5) Includes voluntary waivers through December 31, 1996 and reimbursements
    from the Adviser commencing with the year ended August 31, 2000. If such
    waivers/reimbursements had not been made the ratios of expenses to average
    net assets and ratios of net investment income/(loss) to average net
    assets would have been as follows:
  Ratios of expenses to
  average net assets
  before
  waivers/reimbursements..       --        --        --       1.43%       1.53%(3)
  Ratios of net
  investment
  income/(loss) to
  average net assets
  before
  waivers/reimbursements..       --        --        --       1.71%       2.36%(3)
  Ratios of expenses to
  average net assets
  before
  waivers/reimbursements..       --        --        --      1.33%      1.44%(3)
  Ratios of net
  investment
  income/(loss) to
  average net assets
  before
  waivers/reimbursements..       --        --        --      0.76%      3.68%(3)
</TABLE>
(6) Excludes portfolio securities received or delivered as a result of
    processing capital share transactions in Creation Unit(s).

--------------------------------------------------------------------------------
                                                                         iShares
page 50
<PAGE>

<TABLE>
<CAPTION>
                                    iShares MSCI Japan Index Fund
                            -------------------------------------------------------
                            For the     For the    For the    For the     For the
                              year        year       year       year       period
                             ended       ended      ended      ended     03/12/96*-
                            08/31/00    08/31/99   08/31/98   08/31/97   08/31/96
                            --------    --------   --------   --------   ----------
<S>                         <C>         <C>        <C>        <C>        <C>
Per Share Operating
Performance
 Net asset value,
 beginning of period....    $  13.22    $   8.39   $  12.61   $  14.33    $  14.79(1)
                            --------    --------   --------   --------    --------
 Net investment
 income/(loss)+.........       (0.05)      (0.03)     (0.02)     (0.06)      (0.07)
 Net realized and
 unrealized gain/(loss)
 on investments and
 foreign currency
 related transactions
 and translation of
 other assets and
 liabilities denominated
 in foreign currencies..        1.21        4.91      (4.19)     (1.65)      (0.39)
                            --------    --------   --------   --------    --------
  Net
  increase/(decrease) in
  net assets resulting
  from operations.......        1.16        4.88      (4.21)     (1.71)      (0.46)
                            --------    --------   --------   --------    --------
<CAPTION>
                               iShares MSCI Malaysia (Free) Index Fund
                            ---------------------------------------------------------
                            For the     For the   For the    For the     For the
                              year        year      year       year       period
                             ended       ended     ended      ended     03/12/96*-
                            08/31/00    08/31/99  08/31/98   08/31/97   08/31/96
                            ----------- --------- ---------- ---------- -------------
<S>                         <C>         <C>       <C>        <C>        <C>
Per Share Operating
Performance
 Net asset value,
 beginning of period....    $  5.59     $  2.11   $  8.23    $ 13.80      $13.24(1)
                            ----------- --------- ---------- ---------- -------------
 Net investment
 income/(loss)+.........       0.05        0.01      0.06       0.01       (0.02)
 Net realized and
 unrealized gain/(loss)
 on investments and
 foreign currency
 related transactions
 and translation of
 other assets and
 liabilities denominated
 in foreign currencies..       0.37        3.67     (6.10)     (5.55)       0.59
                            ----------- --------- ---------- ---------- -------------
  Net
  increase/(decrease) in
  net assets resulting
  from operations.......       0.42        3.68     (6.04)     (5.54)       0.57
                            ----------- --------- ---------- ---------- -------------

Less Distributions
 Dividends from net
 investment income......          --          --         --         --          --
 Dividends in excess of
 net investment income..       (0.00)**    (0.04)        --         --          --
 Distributions from net
 realized gains.........       (0.53)         --       0.00**       --          --
 Distributions in excess
 of net realized gains..          --          --         --      (0.01)         --
 Return of capital......       (0.03)      (0.01)     (0.01)        --          --
                            --------    --------   --------   --------    --------
  Total dividends and
  distributions.........       (0.56)      (0.05)     (0.01)     (0.01)         --
                            --------    --------   --------   --------    --------
 Net asset value, end of
 period.................    $  13.82    $  13.22   $   8.39   $  12.61    $  14.33
                            ========    ========   ========   ========    ========
Total Investment
Return(2)...............        8.75%      58.14 %   (33.38)%   (11.97)%     (3.11)%(4)
Less Distributions
 Dividends from net
 investment income......      (0.05)      (0.01)    (0.05)      0.00**        --
 Dividends in excess of
 net investment income..      (0.00)**       --        --      (0.01)         --
 Distributions from net
 realized gains.........         --          --        --         --          --
 Distributions in excess
 of net realized gains..         --          --        --         --          --
 Return of capital......      (0.00)**    (0.19)    (0.03)     (0.02)      (0.01)
                            ----------- --------- ---------- ---------- -------------
  Total dividends and
  distributions.........      (0.05)      (0.20)    (0.08)     (0.03)      (0.01)
                            ----------- --------- ---------- ---------- -------------
 Net asset value, end of
 period.................    $  5.96     $  5.59   $  2.11    $  8.23      $13.80
                            =========== ========= ========== ========== =============
Total Investment
Return(2)...............       7.57%     185.81%   (73.57)%   (40.20)%      4.28 %(4)

Ratios/Supplemental Data
 Net assets, end of
 period (in 000's)......    $787,790    $713,653   $201,485   $158,957    $103,164
 Ratios of expenses to
 average net assets(5)..        0.88%       0.94 %     1.04 %     1.19 %      1.37 %(3)
 Ratios of net
 investment
 income/(loss) to
 average net assets(5)..       (0.32)%     (0.27)%    (0.21)%    (0.48)%     (1.01)%(3)
 Portfolio turnover(6)..       21.93%       0.00 %     0.00 %    12.90 %     21.54 %(4)
Ratios/Supplemental Data
 Net assets, end of
 period (in 000's)......    $99,206     $95,251   $35,867    $12,339      $9,318
 Ratios of expenses to
 average net assets(5)..       0.96%       1.43%     1.09 %     1.46 %      1.58 %(3)
 Ratios of net
 investment
 income/(loss) to
 average net assets(5)..       0.81%       0.33%     1.40 %     0.04 %     (0.35)%(3)
 Portfolio turnover(6)..      17.56%       7.24%     2.11 %     0.00 %      0.00 %(4)
----
 *  Commencement of operations.
**  Less than one cent per share.
 +  Based on average shares outstanding throughout the period.
(1) Net asset value per share on commencement of operations.
(2) Total investment return is calculated assuming a purchase of capital stock
    at net asset value per share on the first day and a sale at the net asset
    value per share on the last day of the period reported. Dividends and
    distributions, if any, are assumed, for purposes of this calculation, to
    be reinvested at the net asset value per share on the ex-dividend date.
(3) Annualized.
(4) Not Annualized.
(5) Includes voluntary waivers through December 31, 1996 and reimbursements
    from the Adviser commencing with the year ended August 31, 2000. If such
    waivers/reimbursements had not been made the ratios of expenses to average
    net assets and ratios of net investment income/(loss) to average net
    assets would have been as follows:
  Ratios of expenses to
  average net assets
  before
  waivers/reimbursements..        --          --         --       1.19 %      1.38 %(3)
  Ratios of net
  investment
  income/(loss) to
  average net assets
  before
  waivers/reimbursements..        --          --         --      (0.48)%     (1.02)%(3)
  Ratios of expenses to
  average net assets
  before
  waivers/reimbursements..       --          --        --       1.47%       1.59 %(3)
  Ratios of net
  investment
  income/(loss) to
  average net assets
  before
  waivers/reimbursements..       --          --        --       0.04%      (0.36)%(3)
</TABLE>
(6) Excludes portfolio securities received or delivered as a result of
    processing capital share transactions in Creation Unit(s).

--------------------------------------------------------------------------------
Financial Highlights
                                                                         page 51
<PAGE>

<TABLE>
<CAPTION>
                                iShares MSCI Mexico (Free) Index Fund
                            --------------------------------------------------
                            For the   For the   For the   For the    For the
                              year      year      year      year      period
                             ended     ended     ended     ended    03/12/96*-
                            08/31/00  08/31/99  08/31/98  08/31/97  08/31/96
                            --------  --------  --------  --------  ----------
<S>                         <C>       <C>       <C>       <C>       <C>
Per Share Operating
Performance
 Net asset value,
 beginning of period.....   $ 13.39   $  8.11    $15.11   $ 11.52     $ 9.95(1)
                            -------   -------    ------   -------     ------
 Net investment
 income/(loss)+..........      0.06      0.06      0.09      0.02       0.00**
 Net realized and
 unrealized gain/(loss)
 on investments and
 foreign currency related
 transactions and
 translation of other
 assets and liabilities
 denominated in foreign
 currencies..............      3.69      5.36     (6.71)     4.07       1.59
                            -------   -------    ------   -------     ------
  Net increase/(decrease)
  in net assets resulting
  from operations........      3.75      5.42     (6.62)     4.09       1.59
                            -------   -------    ------   -------     ------
<CAPTION>
                                 iShares MSCI Netherlands Index Fund
                            ---------------------------------------------------
                            For the   For the   For the   For the   For the
                              year      year      year      year     period
                             ended     ended     ended     ended   03/12/96*-
                            08/31/00  08/31/99  08/31/98  08/31/97 08/31/96
                            --------- --------- --------- -------- ------------
<S>                         <C>       <C>       <C>       <C>      <C>
Per Share Operating
Performance
 Net asset value,
 beginning of period.....   $ 23.45   $ 23.50   $ 21.42    $17.36    $15.91(1)
                            --------- --------- --------- -------- ------------
 Net investment
 income/(loss)+..........      0.13      0.53      0.25      0.11      0.24
 Net realized and
 unrealized gain/(loss)
 on investments and
 foreign currency related
 transactions and
 translation of other
 assets and liabilities
 denominated in foreign
 currencies..............      0.18      1.60      3.53      4.79      1.54
                            --------- --------- --------- -------- ------------
  Net increase/(decrease)
  in net assets resulting
  from operations........      0.31      2.13      3.78      4.90      1.78
                            --------- --------- --------- -------- ------------

Less Distributions
 Dividends from net
 investment income.......        --     (0.06)    (0.09)    (0.01)        --
 Dividends in excess of
 net investment income...        --     (0.01)       --     (0.01)     (0.01)
 Distributions from net
 realized gains..........     (0.42)       --     (0.29)    (0.44)        --
 Distributions in excess
 of net realized gains...        --     (0.01)       --        --         --
 Return of capital.......        --     (0.06)       --     (0.04)     (0.01)
                            -------   -------    ------   -------     ------
  Total dividends and
  distributions..........     (0.42)    (0.14)    (0.38)    (0.50)     (0.02)
                            -------   -------    ------   -------     ------
 Net asset value, end of
 period..................   $ 16.72   $ 13.39    $ 8.11   $ 15.11     $11.52
                            =======   =======    ======   =======     ======
Total Investment
Return(2)................     28.20%    66.92%   (44.18)%   35.21%     15.93%(4)
Less Distributions
 Dividends from net
 investment income.......     (0.08)    (0.43)    (0.16)    (0.10)    (0.14)
 Dividends in excess of
 net investment income...        --     (0.01)       --     (0.01)    (0.01)
 Distributions from net
 realized gains..........     (0.11)    (1.42)    (1.47)    (0.71)    (0.08)
 Distributions in excess
 of net realized gains...        --     (0.24)       --        --     (0.01)
 Return of capital.......     (0.04)    (0.08)    (0.07)    (0.02)    (0.09)
                            --------- --------- --------- -------- ------------
  Total dividends and
  distributions..........     (0.23)    (2.18)    (1.70)    (0.84)    (0.33)
                            --------- --------- --------- -------- ------------
 Net asset value, end of
 period..................   $ 23.53   $ 23.45   $ 23.50    $21.42    $17.36
                            ========= ========= ========= ======== ============
Total Investment
Return(2)................      1.28%     8.98%    17.41%    28.04%    11.19%(4)

Ratios/Supplemental Data
 Net assets, end of
 period (in 000's).......   $40,127   $21,430    $7,296   $16,627     $5,759
 Ratios of expenses to
 average net assets(5)...      1.04%     1.26%     1.34 %    1.63%      1.75%(3)
 Ratios of net investment
 income/(loss) to average
 net assets(5)...........      0.35%     0.52%     0.60 %    0.14%      0.01%(3)
 Portfolio turnover(6)...     23.97%    18.36%    14.05 %   22.80%      0.00%(4)
Ratios/Supplemental Data
 Net assets, end of
 period (in 000's).......   $30,613   $31,685   $22,349    $9,661    $6,962
 Ratios of expenses to
 average net assets(5)...      1.03%     1.07%     1.12%     1.46%     1.63%(3)
 Ratios of net investment
 income/(loss) to average
 net assets(5)...........      0.53%     2.20%     1.00%     0.54%     2.93%(3)
 Portfolio turnover(6)...     21.64%    32.13%    15.81%    12.68%     4.32%(4)
----
 *  Commencement of operations.
**  Less than one cent per share.
 +  Based on average shares outstanding throughout the period.
(1) Net asset value per share on commencement of operations.
(2) Total investment return is calculated assuming a purchase of capital stock
    at net asset value per share on the first day and a sale at the net asset
    value per share on the last day of the period reported. Dividends and
    distributions, if any, are assumed, for purposes of this calculation, to
    be reinvested at the net asset value per share on the ex-dividend date.
(3) Annualized.
(4) Not Annualized.
(5) Includes voluntary waivers through December 31, 1996 and reimbursements
    from the Adviser commencing with the year ended August 31, 2000. If such
    waivers/reimbursements had not been made the ratios of expenses to average
    net assets and ratios of net investment income/(loss) to average net
    assets would have been as follows:
  Ratios of expenses to
  average net assets
  before
  waivers/reimbursements..     1.04%       --        --      1.63%      1.76%(3)
  Ratios of net
  investment
  income/(loss) to
  average net assets
  before
  waivers/reimbursements..     0.35%       --        --      0.13%      0.00%(3)
  Ratios of expenses to
  average net assets
  before
  waivers/reimbursements..       --        --        --      1.46%     1.64%(3)
  Ratios of net
  investment
  income/(loss) to
  average net assets
  before
  waivers/reimbursements..       --        --        --      0.53%     2.92%(3)
</TABLE>
(6) Excludes portfolio securities received or delivered as a result of
    processing capital share transactions in Creation Unit(s).

--------------------------------------------------------------------------------
                                                                         iShares
page 52
<PAGE>

<TABLE>
<CAPTION>
                                                                                       iShares
                                                                                        MSCI
                                                                                     South Korea
                               iShares MSCI Singapore (Free) Index Fund              Index Fund
                            -----------------------------------------------------    -----------
                            For the    For the   For the    For the     For the        For the
                              year       year      year       year       period        period
                             ended      ended     ended      ended     03/12/96*-    05/10/00*-
                            08/31/00   08/31/99  08/31/98   08/31/97   08/31/96       08/31/00
                            --------   --------  --------   --------   ----------    -----------
<S>                         <C>        <C>       <C>        <C>        <C>           <C>
Per Share
Operating
Performance
 Net asset value,
 beginning of
 period...........          $  7.93    $   3.30  $  8.66    $ 11.38      $12.24(1)     $ 20.36(1)
                            -------    --------  -------    -------      ------        -------
 Net investment
 income/(loss)+...             0.13        0.05     0.07       0.00**      0.04          (0.04)
 Net realized and
 unrealized
 gain/(loss) on
 investments and
 foreign currency
 related
 transactions and
 translation of
 other assets and
 liabilities
 denominated in
 foreign
 currencies.......            (0.21)       4.70    (5.37)     (2.67)      (0.86)         (2.16)
                            -------    --------  -------    -------      ------        -------
  Net
  increase/(decrease)
  in net assets
  resulting from
  operations......            (0.08)       4.75    (5.30)     (2.67)      (0.82)         (2.20)
                            -------    --------  -------    -------      ------        -------
<CAPTION>
                                    iShares MSCI Spain Index Fund
                            ----------------------------------------------------
                            For the    For the   For the   For the   For the
                              year       year      year      year     period
                             ended      ended     ended     ended   03/12/96*-
                            08/31/00   08/31/99  08/31/98  08/31/97 08/31/96
                            ---------- --------- --------- -------- ------------
<S>                         <C>        <C>       <C>       <C>      <C>
Per Share
Operating
Performance
 Net asset value,
 beginning of
 period...........          $ 25.59    $ 23.84   $ 18.49    $14.09    $13.28(1)
                            ---------- --------- --------- -------- ------------
 Net investment
 income/(loss)+...             0.15       0.09      0.16      0.19      0.14
 Net realized and
 unrealized
 gain/(loss) on
 investments and
 foreign currency
 related
 transactions and
 translation of
 other assets and
 liabilities
 denominated in
 foreign
 currencies.......            (0.60)      3.14      5.94      5.33      0.98
                            ---------- --------- --------- -------- ------------
  Net
  increase/(decrease)
  in net assets
  resulting from
  operations......            (0.45)      3.23      6.10      5.52      1.12
                            ---------- --------- --------- -------- ------------

Less Distributions
 Dividends from
 net investment
 income...........            (0.11)      (0.05)   (0.04)      0.00**     (0.03)            --
 Dividends in
 excess of net
 investment
 income...........               --       (0.06)   (0.01)     (0.01)      (0.01)            --
 Distributions
 from net realized
 gains............            (0.14)         --       --      (0.02)         --             --
 Distributions in
 excess of net
 realized gains...               --          --       --         --          --             --
 Return of
 capital..........            (0.02)      (0.01)   (0.01)     (0.02)         --             --
                            -------    --------  -------    -------      ------        -------
  Total dividends
  and
  distributions...            (0.27)      (0.12)   (0.06)     (0.05)      (0.04)            --
                            -------    --------  -------    -------      ------        -------
 Net asset value,
 end of period....          $  7.58    $   7.93  $  3.30    $  8.66      $11.38        $ 18.16
                            =======    ========  =======    =======      ======        =======
Total Investment
Return(2).........            (1.29)%    144.52%  (61.29)%   (23.48)%     (6.73)%(4)    (10.81)%(4)
Less Distributions
 Dividends from
 net investment
 income...........            (0.14)     (0.07)    (0.12)    (0.12)    (0.18)
 Dividends in
 excess of net
 investment
 income...........               --      (0.02)    (0.02)    (0.05)       --
 Distributions
 from net realized
 gains............            (0.48)     (1.35)    (0.55)    (0.86)    (0.13)
 Distributions in
 excess of net
 realized gains...            (0.32)        --        --        --        --
 Return of
 capital..........            (0.01)     (0.04)    (0.06)    (0.09)       --
                            ---------- --------- --------- -------- ------------
  Total dividends
  and
  distributions...            (0.95)     (1.48)    (0.75)    (1.12)    (0.31)
                            ---------- --------- --------- -------- ------------
 Net asset value,
 end of period....          $ 24.19    $ 25.59   $ 23.84    $18.49    $14.09
                            ========== ========= ========= ======== ============
Total Investment
Return(2).........            (1.81)%    13.39%    32.58%    39.15%     8.45%(4)

Ratios/Supplemental
Data
 Net assets, end
 of period (in
 000's)...........          $88,719    $113,438  $47,248    $14,722      $9,107        $13,622
 Ratios of
 expenses to
 average net
 assets(5)........             0.94%       0.97%    1.08 %     1.43 %      1.56 %(3)      0.99%(3)
 Ratios of net
 investment
 income/(loss) to
 average net
 assets(5)........             1.60%       0.76%    1.17 %     0.03 %      0.69 %(3)     (0.63)%(3)
 Portfolio
 turnover(6)......            52.06%      25.31%   67.17 %    13.40 %     26.29 %(4)     55.13%(4)
Ratios/Supplemental
Data
 Net assets, end
 of period (in
 000's)...........          $39,913    $36,469   $25,029    $8,321    $4,227
 Ratios of
 expenses to
 average net
 assets(5)........             0.99%      1.04%     1.11%     1.67%     1.76%(3)
 Ratios of net
 investment
 income/(loss) to
 average net
 assets(5)........             0.57%      0.31%     0.61%     1.04%     2.04%(3)
 Portfolio
 turnover(6)......            39.42%     16.58%     9.10%    19.21%     4.73%(4)
----
 *  Commencement of operations.
**  Less than one cent per share.
 +  Based on average shares outstanding throughout the period.
(1) Net asset value per share on commencement of operations.
(2) Total investment return is calculated assuming a purchase of capital stock
    at net asset value per share on the first day and a sale at the net asset
    value per share on the last day of the period reported. Dividends and
    distributions, if any, are assumed, for purposes of this calculation, to
    be reinvested at the net asset value per share on the ex-dividend date.
(3) Annualized.
(4) Not Annualized.
(5) Includes voluntary waivers through December 31, 1996 and reimbursements
    from the Adviser commencing with the year ended August 31, 2000. If such
    waivers/reimbursements had not been made the ratios of expenses to average
    net assets and ratios of net investment income/loss to average net assets
    would have been as follows:
  Ratios of
  expenses to
  average net
  assets before
  waivers/reimbursements..       --          --       --       1.43%       1.57%(3)       1.38%(3)
  Ratios of net
  investment
  income/(loss) to
  average net
  assets before
  waivers/reimbursements..       --          --       --       0.03%       0.68%(3)      (1.02)%(3)
  Ratios of
  expenses to
  average net
  assets before
  waivers/reimbursements..       --         --        --      1.67%     1.77%(3)
  Ratios of net
  investment
  income/(loss) to
  average net
  assets before
  waivers/reimbursements..       --         --        --      1.04%     2.03%(3)
</TABLE>
(6) Excludes portfolio securities received or delivered as a result of
    processing capital share transactions in Creation Unit(s).

--------------------------------------------------------------------------------
Financial Highlights
                                                                         page 53
<PAGE>

<TABLE>
<CAPTION>
                                    iShares MSCI Sweden Index Fund
                            --------------------------------------------------
                            For the   For the   For the   For the    For the
                              year      year      year      year      period
                             ended     ended     ended     ended    03/12/96*-
                            08/31/00  08/31/99  08/31/98  08/31/97  08/31/96
                            --------  --------  --------  --------  ----------
<S>                         <C>       <C>       <C>       <C>       <C>
Per Share Operating
Performance
 Net asset value,
 beginning of period....    $ 22.26   $ 18.39   $ 18.32    $14.67     $13.22(1)
                            -------   -------   -------    ------     ------
 Net investment
 income/(loss)+.........       0.14      0.10      0.10     (0.03)      0.20
 Net realized and
 unrealized gain/(loss)
 on investments and
 foreign currency
 related transactions
 and translation of
 other assets and
 liabilities denominated
 in foreign currencies..       8.38      4.52      0.95      4.45       1.67
                            -------   -------   -------    ------     ------
  Net
  increase/(decrease) in
  net assets resulting
  from operations.......       8.52      4.62      1.05      4.42       1.87
                            -------   -------   -------    ------     ------
<CAPTION>
                                 iShares MSCI Switzerland Index Fund
                            --------------------------------------------------------
                            For the   For the   For the      For the     For the
                              year      year      year         year       period
                             ended     ended     ended        ended     03/12/96*-
                            08/31/00  08/31/99  08/31/98     08/31/97   08/31/96
                            --------- --------- ------------ ---------- ------------
<S>                         <C>       <C>       <C>          <C>        <C>
Per Share Operating
Performance
 Net asset value,
 beginning of period....    $ 15.39   $ 15.55   $ 13.79      $ 12.29      $12.07(1)
                            --------- --------- ------------ ---------- ------------
 Net investment
 income/(loss)+.........       0.04      0.04     (0.00)%**    (0.04)       0.08
 Net realized and
 unrealized gain/(loss)
 on investments and
 foreign currency
 related transactions
 and translation of
 other assets and
 liabilities denominated
 in foreign currencies..       0.27      0.19      3.01         2.11        0.24
                            --------- --------- ------------ ---------- ------------
  Net
  increase/(decrease) in
  net assets resulting
  from operations.......       0.31      0.23      3.01         2.07        0.32
                            --------- --------- ------------ ---------- ------------

Less Distributions
 Dividends from net
 investment income......      (0.12)    (0.09)    (0.08)       --      (0.23)
 Dividends in excess of
 net investment income..      (0.02)    (0.01)    (0.01)       --      (0.07)
 Distributions from net
 realized gains.........      (6.09)    (0.62)    (0.86)    (0.77)     (0.12)
 Distributions in excess
 of net realized gains..      (0.13)    (0.01)    (0.01)       --         --
 Return of capital......      (0.04)    (0.02)    (0.02)       --         --
                            -------   -------   -------    ------     ------
  Total dividends and
  distributions.........      (6.40)    (0.75)    (0.98)    (0.77)     (0.42)
                            -------   -------   -------    ------     ------
 Net asset value, end of
 period.................    $ 24.38   $ 22.26   $ 18.39    $18.32     $14.67
                            =======   =======   =======    ======     ======
Total Investment
Return(2)...............      39.15%    25.09%     5.48%    30.10 %    14.13%(4)
Less Distributions
 Dividends from net
 investment income......      (0.03)    (0.03)       --           --       (0.10)
 Dividends in excess of
 net investment income..      (0.01)    (0.04)    (0.01)          --          --
 Distributions from net
 realized gains.........      (0.11)    (0.17)    (1.21)       (0.57)         --
 Distributions in excess
 of net realized gains..         --     (0.14)       --           --          --
 Return of capital......      (0.01)    (0.01)    (0.03)        0.00**        --
                            --------- --------- ------------ ---------- ------------
  Total dividends and
  distributions.........      (0.16)    (0.39)    (1.25)       (0.57)      (0.10)
                            --------- --------- ------------ ---------- ------------
 Net asset value, end of
 period.................    $ 15.54   $ 15.39   $ 15.55      $ 13.79      $12.29
                            ========= ========= ============ ========== ============
Total Investment
Return(2)...............       1.96%     1.47%    21.24 %      16.69 %      2.60%(4)

Ratios/Supplemental Data
 Net assets, end of
 period (in 000's)......    $23,774   $20,034   $13,791    $8,243     $4,400
 Ratios of expenses to
 average net assets(5)..       1.03%     1.13%     1.17%     1.64 %     1.75%(3)
 Ratios of net
 investment
 income/(loss) to
 average net assets(5)..       0.46%     0.49%     0.48%    (0.19)%     3.05%(3)
 Portfolio turnover(6)..      90.13%    33.44%    10.88%    13.71 %     5.87%(4)
Ratios/Supplemental Data
 Net assets, end of
 period (in 000's)......    $44,685   $38,499   $29,163      $13,805      $6,158
 Ratios of expenses to
 average net assets(5)..       1.01%     1.09%     1.15 %       1.52 %      1.82%(3)
 Ratios of net
 investment
 income/(loss) to
 average net assets(5)..       0.23%     0.24%    (0.03)%      (0.29)%      1.39%(3)
 Portfolio turnover(6)..      34.87%    35.10%    43.09 %      48.05 %     17.06%(4)
----
 *  Commencement of operations.
**  Less than one cent per share.
 +  Based on average shares outstanding throughout the period.
(1) Net asset value per share on commencement of operations.
(2) Total investment return is calculated assuming a purchase of capital stock
    at net asset value per share on the first day and a sale at the net asset
    value per share on the last day of the period reported. Dividends and
    distributions, if any, are assumed, for purposes of this calculation, to
    be reinvested at the net asset value per share on the ex-dividend date.
(3) Annualized.
(4) Not Annualized.
(5) Includes voluntary waivers through December 31, 1996 and reimbursements
    from the Adviser commencing with the year ended August 31, 2000. If such
    waivers/reimbursements had not been made the ratios of expenses to average
    net assets and ratios of net investment income/(loss) to average net
    assets would have been as follows:
  Ratios of expenses to
  average net assets
  before
  waivers/reimbursements..       --        --        --      1.64 %     1.76%(3)
  Ratios of net
  investment
  income/(loss) to
  average net assets
  before
  waivers/reimbursements..       --        --        --     (0.19)%     3.04%(3)
  Ratios of expenses to
  average net assets
  before
  waivers/reimbursements..       --        --        --         1.53 %      1.83%(3)
  Ratios of net
  investment
  income/(loss) to
  average net assets
  before
  waivers/reimbursements..       --        --        --        (0.29)%      1.38%(3)
</TABLE>
(6) Excludes portfolio securities received or delivered as a result of
    processing capital share transactions in Creation Unit(s).

--------------------------------------------------------------------------------
                                                                         iShares
page 54
<PAGE>

<TABLE>
<CAPTION>
                             iShares
                               MSCI
                              Taiwan
                            Index Fund         iShares MSCI United Kingdom Index Fund
                            ----------     ---------------------------------------------------
                             For the       For the    For the   For the   For the    For the
                              period         year       year      year      year      period
                            06/21/00*-      ended      ended     ended     ended    03/12/96*-
                             08/31/00      08/31/00   08/31/99  08/31/98  08/31/97  08/31/96
                            ----------     --------   --------  --------  --------  ----------
<S>                         <C>            <C>        <C>       <C>       <C>       <C>
Per Share Operating
Performance
 Net asset value,
 beginning of period......   $ 19.59(1)    $  20.25   $  18.48  $ 16.50   $ 13.15    $ 12.14(1)
                             -------       --------   --------  -------   -------    -------
 Net investment
 income/(loss)+...........      0.47           0.27       0.44     0.37      0.38       0.21
 Net realized and
 unrealized gain/(loss) on
 investments and foreign
 currency related
 transactions and
 translation of other
 assets and liabilities
 denominated in foreign
 currencies...............     (2.79)         (0.85)      2.40     2.12      3.62       1.06
                             -------       --------   --------  -------   -------    -------
  Net increase/(decrease)
  in net assets resulting
  from operations.........     (2.32)         (0.58)      2.84     2.49      4.00       1.27
                             -------       --------   --------  -------   -------    -------
Less Distributions
 Dividends from net
 investment income........     (0.32)         (0.23)     (0.36)   (0.29)    (0.32)     (0.20)
 Dividends in excess of
 net investment income....        --          (0.02)     (0.01)   (0.04)    (0.06)     (0.03)
 Distributions from net
 realized gains...........        --          (0.84)     (0.60)   (0.11)    (0.17)      0.00**
 Distributions in excess
 of net realized gains....     (0.10)         (0.19)     (0.02)      --        --         --
 Return of capital........     (0.44)         (0.04)     (0.08)   (0.07)    (0.10)     (0.03)
                             -------       --------   --------  -------   -------    -------
  Total dividends and
  distributions...........     (0.86)         (1.32)     (1.07)   (0.51)    (0.65)     (0.26)
                             -------       --------   --------  -------   -------    -------
 Net asset value, end of
 period...................   $ 16.41       $  18.35   $  20.25  $ 18.48   $ 16.50    $ 13.15
                             =======       ========   ========  =======   =======    =======
Total Investment
Return(2).................    (12.10)%(4)     (3.00)%    15.33%   14.98%    30.48%     10.41%(4)


Ratios/Supplemental Data
 Net assets, end of period
 (in 000's)...............   $42,667       $146,803   $113,402  $62,846   $29,721    $15,790
 Ratios of expenses to
 average net assets(5)....      0.99%(3)       0.94%      0.97%    1.03%     1.38%      1.61%(3)
 Ratios of net investment
 income/(loss) to average
 net assets(5)............     13.31%(3)       1.39%      2.16%    1.90%     2.47%      3.62%(3)
 Portfolio turnover(6)....     51.68%(4)      32.83%     13.24%    2.83%     1.84%      0.00%(4)
----
 *  Commencement of operations.
**  Less than one cent per share.
 +  Based on average shares outstanding throughout the period.
(1) Net asset value per share on commencement of operations.
(2) Total investment return is calculated assuming a purchase of capital stock
    at net asset value per share on the first day and a sale at the net asset
    value per share on the last day of the period reported. Dividends and
    distributions, if any, are assumed, for purposes of this calculation, to
    be reinvested at the net asset value per share on the ex-dividend date.
(3) Annualized.
(4) Not Annualized.
(5) Includes voluntary waivers through December 31, 1996 and reimbursements
    from the Adviser commencing with the year ended August 31, 2000. If such
    waivers/reimbursements had not been made the ratios of expenses to average
    net assets and ratios of net investment income/(loss) to average net
    assets would have been as follows:
  Ratios of expenses to
  average net assets
  before
  waivers/reimbursements..      1.60%(3)         --         --       --      1.38%      1.62%(3)
  Ratios of net investment
  income/(loss) to average
  net assets before
  waivers/reimbursements..     12.70%(3)         --         --       --      2.47%      3.61%(3)
</TABLE>
(6) Excludes portfolio securities received or delivered as a result of
    processing capital share transactions in Creation Unit(s).

--------------------------------------------------------------------------------
Financial Highlights
                                                                         page 55
<PAGE>

                              For More Information

                   FOR INVESTORS WHO WANT MORE INFORMATION ON
                         THE iSHARES MSCI INDEX FUNDS,
            THE FOLLOWING DOCUMENTS ARE AVAILABLE FREE UPON REQUEST:

Annual/Semi-Annual Reports: Contain a discussion of market conditions and
investment strategies, performance data and information on portfolio holdings
for the Company's most recently completed fiscal year or half year, a statement
from management and, on an annual basis, the auditor's report.

Statement of Additional Information (SAI):  Contains more detailed information
about the Company's policies, investment restrictions, risks and business
structure. This Prospectus incorporates the SAI by reference.

Copies of these documents and answers to questions about Index Funds may be
obtained without charge by contacting:

                                 iSHARES, INC.
                              400 Bellevue Parkway
                           Wilmington, Delaware 19809
                                 1-800-474-2737
                                www.iShares.com

Information about Index Funds (including the SAI) can be viewed and copied at
the Public Reference Room of the SEC in Washington, D.C. Copies of this
information may be obtained, upon payment of a duplicating fee, by electronic
request at [email protected] or by writing the Public Reference Room of the
SEC, Washington, D.C., 20549-6009. Information on the operation of the Public
Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. Reports
and other information about Index Funds may be viewed on-screen or downloaded
from the SEC's Internet site at www.sec.gov.

--------------------------------------------------------------------------------
         FOR MORE INFORMATION ON iSHARES MSCI INDEX FUNDS, PLEASE CALL:
                                 1-800-iSHARES
                                (1-800-474-2737)
--------------------------------------------------------------------------------

                   Investment Company Act File No. 811-09102.
<PAGE>

                                  iSHARES, INC.
                                 (THE "COMPANY")
                            iSHARES MSCI INDEX FUNDS

                       STATEMENT OF ADDITIONAL INFORMATION


                                 JANUARY 2, 2001

This Statement of Additional Information ("SAI") provides information about the
Company and its iShares MSCI Index Funds ("Index Funds"). This information is in
addition to the information contained in the Company's Prospectus dated January
2, 2001.

This SAI is not a prospectus. It should be read in conjunction with the
Prospectus and the Company's Annual Report for the fiscal year ended August 31,
2000. The financial statements and notes contained in the Annual Report are
incorporated by reference into this SAI. Copies of the Company's Prospectus and
Annual Report may be obtained free of charge by telephoning 1-800-iShares
(1-800-474-2737).

The iShares MSCI Greece, Indonesia (Free), Portugal, South Africa, Thailand
(Free), Turkey and USA Index Funds are not currently offered to the public.

<PAGE>

                                                     TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                       PAGE
                                                                                                       ----
<S>                                                                                                     <C>
GENERAL INFORMATION......................................................................................1
INVESTMENT STRATEGIES AND RISKS .........................................................................1
     Exchange Listing and Trading........................................................................1
     Lending Portfolio Securities........................................................................2
     Repurchase Agreements...............................................................................3
     Currency Transactions...............................................................................3
     Futures Contracts and Options.......................................................................4
         Futures Transactions............................................................................4
         Restrictions on the Use of Futures Contracts and Options on Future Contracts....................5
         Federal Tax Treatment of Futures Contracts......................................................5
         Future Developments.............................................................................6
     Swap Agreements ....................................................................................6
     Non-U.S. Equity Portfolios..........................................................................6
     Concentrations and Lack of Diversification of Certain Index Funds...................................6
     Investments in Subject Equity Markets...............................................................7
     Regional and Country-Specific Economic Considerations..............................................19
MSCI INDICES............................................................................................36
INVESTMENT LIMITATIONS..................................................................................40
MANAGEMENT OF THE COMPANY...............................................................................42
     Directors and Officers of the Company..............................................................42
     Directors' Compensation............................................................................44
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.....................................................45
INVESTMENT ADVISORY MANAGEMENT, ADMINISTRATIVE
     AND DISTRIBUTION SERVICES..........................................................................51
     Investment Adviser.................................................................................51
     Administrator......................................................................................52
     Sub-Administrator..................................................................................53
     Distributor........................................................................................54
     Custodian and Lending Agent........................................................................57
     Transfer Agent.....................................................................................57
BROKERAGE ALLOCATION....................................................................................57
ADDITIONAL INFORMATION CONCERNING iSHARES...............................................................58
     Capital Stock......................................................................................58
     Book Entry Only System.............................................................................59
PURCHASE AND REDEMPTION OF iSHARES......................................................................60
     Creation Units.....................................................................................60
     Purchase and Issuance of iShares in Creation Units.................................................61
     Redemption of iShares in Creation Units............................................................65
     Determining Net Asset Value........................................................................68
     Continuous Offering................................................................................69
TAXES    ...............................................................................................69
PERFORMANCE INFORMATION.................................................................................71
COUNSEL AND INDEPENDENT AUDITORS........................................................................74
     Counsel............................................................................................74
     Independent Auditors...............................................................................74
FINANCIAL STATEMENTS....................................................................................75
APPENDIX A.............................................................................................A-1
APPENDIX B.............................................................................................B-1
</TABLE>

The information contained herein regarding Morgan Stanley Capital International
Inc. ("MSCI"), the MSCI Indices, local securities markets and The Depository
Trust Company ("DTC") was obtained from publicly available sources.

                                      ii
<PAGE>

         MSCI is a company jointly owned by Morgan Stanley Dean Witter & Co.
("MSDW"), an international investment banking, asset management and brokerage
firm and The Capital Group Companies, Inc. ("Capital"), an international
investment management company that is not affiliated with MSDW. MSCI is the
owner of the MSCI Indices and has full responsibility for the design,
maintenance, production and distribution of the Indices, including additions and
deletions of constituents within the Indices.

         iShares are not sponsored, endorsed, or promoted by MSDW or any of its
affiliates. Neither MSDW nor any of its affiliates make any representation or
warranty, express or implied, to the owners of the iShares of any Index Fund or
any member of the public regarding the advisability of investing in securities
generally, or in the iShares of any Index Fund particularly, or the ability of
the indices identified herein to track general stock market performance. The
MSCI Indices identified herein are determined, composed and calculated without
regard to the iShares of any Index Fund or the issuer thereof. Neither MSCI nor
either of its owners has any obligation to take the needs of the issuer of the
iShares of any Index Fund or the owners of the iShares of any Index Fund into
consideration in determining, composing, calculating or disseminating the
respective MSCI Indices. Neither MSCI nor either of its owners is responsible
for, nor have they participated in the determination of the timing of, prices
of, or quantities of the iShares of any Index Fund to be issued or in the
determination or calculation of the equation by which the iShares of any Index
Fund are redeemable. Neither MSCI nor either of its owners has any obligation or
liability to owners of the iShares of any Index Fund in connection with the
administration, marketing or trading of the iShares of any Index Fund.

         Although MSCI and Capital, which are primarily responsible for
formulating the MSCI Indices, shall obtain information for inclusion in or for
use in the calculation of the MSCI Indices from sources which they consider
reliable, neither MSCI nor Capital guarantees the accuracy and/or the
completeness of the component data of any MSCI Index obtained from independent
sources. Neither MSCI nor Capital makes any warranty, express or implied, as to
results to be obtained by licensee, owners of the products, or any other person
or entity from the use of the MSCI Indices or any data included therein in
connection with the rights licensed under any license agreement or for any other
use. Neither MSCI nor Capital makes any express or implied warranties, and each
hereby expressly disclaims all warranties of merchantability or fitness for a
particular purpose with respect to the MSCI Indices or any data included
therein. Without limiting any of the foregoing, in no event shall MSCI or
Capital have any liability for any direct, indirect, special, punitive,
consequential or any other damages (including lost profits) even if notified of
the possibility of such damages.


         Unless otherwise specified, all references in this SAI to "dollars,"
"USD," "US$" or "$" are to United States Dollars, all references to "AUD," or
"A$" are to Australian Dollars, all references to "ATS" are to Austrian
Schillings, all references to "BEF" are to Belgian Francs, all references to
"BRL" are to Brazilian Reals, all references to "CAD" or "CA$" are to Canadian
Dollars, all references to "EUR" are to Euros, all references to "FRF" or "FF"
are to French Francs, all references to "DEM" or "DM" are to the German Deutsche
Mark, all references to "GRD" are to Greek Drachmas, all references to "HKD" or
"HK$" are to Hong Kong Dollars, all references to "IDR" are to Indonesian
Rupiahs, all references to "ITL" or "LL" are to Italian Lira, all references to
"JPY" or "Y" are to Japanese Yen, all references to "KRW" are to Korean Wons,
all references to "MYR" are to Malaysian Ringgits, all references to "MXN" are
to Mexican Pesos, all references to "NLG" are to Netherlands Guilders, all
references to "PTE" are to Portuguese Escudos, all references to "SGD" are to
Singapore Dollars, all references to "ZAR" are to South African Rands, all
references to "ESP" are to Spanish Pesetas, all references to "SEK" are to
Swedish Krona, all references to "CHF" are to Swiss Francs, all references to
"TWD" are to New Taiwan Dollars, all references to "THB" are to Thai Bahts, all
references to "TRL" are to Turkish Lira and all references to "GBP," "(pound)"
or "L" are to British Pounds Sterling. On November 30, 2000, the 4:00 p.m.
buying rates in New York City for cable transfers payable in the applicable
currency, as certified for customs purposes by the Federal Reserve Bank of New
York, were as follows for each US $1.00: AUD 1.90, ATS 15.81, BEF 46.34, BRL
1.97, CAD 1.54, EUR 1.15, FRF 7.54, DEM 2.25, GDR 391.32, HKD 7.80, IDR
9,535.00, ITL 2,224.32, JPY 110.78, KRW 1,215.50, MYR 3.80, MXN 9.41, NLG 2.53,
PTE 230.31, SGD 1.75, ZAR 7.74, ESP 191.14, SEK 10.03, CHF 1.74, TWD 33.07, THB
43.82, TRL 682,840.00 and GBP 0.71. Some numbers in this SAI have been rounded.
All US Dollar equivalents provided in this SAI are calculated at the exchange
rate prevailing on the date to which the corresponding foreign currency amount
refers.


                                      iii
<PAGE>

                               GENERAL INFORMATION


         iShares, Inc. (the "Company") was organized as a Maryland corporation
on August 31, 1994, and is an open-end management investment company currently
operating or proposing to operate 28 separate investment portfolios or "Index
Funds". The following seventeen Index Funds commenced operations on March 6,
1996: the iShares MSCI Australia Index Fund, the iShares MSCI Austria Index
Fund, the iShares MSCI Belgium Index Fund, the iShares MSCI Canada Index Fund,
the iShares MSCI France Index Fund, the iShares MSCI Germany Index Fund, the
iShares MSCI Hong Kong Index Fund, the iShares MSCI Italy Index Fund, the
iShares MSCI Japan Index Fund, the iShares MSCI Malaysia (Free) Index Fund, the
iShares MSCI Mexico (Free) Index Fund, the iShares MSCI Netherlands Index Fund,
the iShares MSCI Singapore (Free) Index Fund, the iShares MSCI Spain Index Fund,
the iShares MSCI Sweden Index Fund, the iShares MSCI Switzerland Index Fund and
the iShares MSCI United Kingdom Index Fund. The iShares MSCI Brazil (Free) Index
Fund, the iShares MSCI EMU Index Fund, the iShares MSCI South Korea Index Fund
and the iShares MSCI Taiwan Index Fund commenced operations on July 11, 2000,
July 26, 2000, May 10, 2000 and June 21, 2000, respectively. The following Index
Funds had not commenced operations as of the date of this SAI: the iShares MSCI
Greece, Indonesia (Free), Portugal, South Africa, Thailand (Free), Turkey and
USA Index Funds. Each of the iShares MSCI Japan, United Kingdom and USA Index
Funds is classified as a "diversified" investment company under the Investment
Company Act of 1940. Each of the other Index Funds offered hereby is classified
as a "non-diversified" investment company under the Investment Company Act of
1940. The Board of Directors of the Company may authorize additional Index Funds
in the future.


                         INVESTMENT STRATEGIES AND RISKS

         The following supplements the information contained in the Prospectus
concerning the investment objectives and policies of the Index Funds.


         Exchange Listing and Trading. Except for the Greece, Indonesia (Free),
         ----------------------------
Portugal, South Africa, Thailand (Free), Turkey and USA Index Funds, for which
application will be made prior to the date that these Index Funds commence
operations, the iShares of each Index Fund have been listed for trading on the
AMEX. The AMEX has approved modifications to its Rules to permit the listing of
iShares of the Index Series that have commenced operations. iShares, which are
non-redeemable, trade on the AMEX at prices that may differ to some degree from
their net asset value. See "Special Considerations and Risks" and "Determining
Net Asset Value". There can be no assurance that the requirements of the AMEX
necessary to maintain the listing of iShares of any Index Fund will continue to
be met. The AMEX may remove the iShares of an Index Fund from listing if (1)
following the initial twelve-month period beginning upon the commencement of
trading of an Index Fund, there are fewer than 50 beneficial holders of the
iShares for 30 or more consecutive trading days, (2) the value of the underlying
index or portfolio of securities on which that Index Fund is based is no longer
calculated or available or (3) any other event shall occur or condition exist
that, in the opinion of the AMEX, makes further dealings on the AMEX
inadvisable. In addition, the AMEX will remove the shares from listing and
trading upon termination of the Company.

         iShares of certain of the Company's Index Funds may be traded on U.S.
exchanges other than the AMEX from time to time. In addition, it is expected
that, in the future, iShares of some of the Company's Index Funds may be traded
on one or more foreign exchanges.


         As in the case of other stocks traded on the AMEX, the brokers'
commission on transactions will be based on negotiated commission rates at
customary levels for retail customers and rates which range between $.015 to
$.12 per share for institutions and high net worth individuals.

         In order to provide current iShares pricing information, the AMEX
disseminates through the facilities of the Consolidated Tape Association an
updated "indicative optimized portfolio value" ("IOPV") for each Index Fund as
calculated by Bloomberg, L.P ("Bloomberg"). The Company is not involved in or
responsible for any aspect of the calculation or dissemination of the IOPVs, and
makes no warranty as to the accuracy of the IOPVs. IOPVs are disseminated on a
per Index Fund basis every 15 seconds during regular AMEX trading hours of 9:30
a.m. to 4:00 p.m. Eastern time.

                                       1
<PAGE>

         The IOPV has an equity securities value component and a cash component.
The equity securities values included in the IOPV are the values of the Deposit
Securities for each Index Fund. While the IOPV reflects the current market value
of the Deposit Securities required to be deposited in connection with the
purchase of a Creation Unit of iShares, it does not necessarily reflect the
precise composition of the current portfolio of securities held by the Company
for each Index Fund at a particular point in time, because the current portfolio
of an Index Fund may include securities that are not a part of the current
Deposit Securities. Therefore, the IOPV on a per Index Fund basis disseminated
during AMEX trading hours should not be viewed as a real time update of the net
asset value per share of the Company, which is calculated only once a day. It is
possible that the value of the portfolio of securities held by the Company for a
particular Index Fund may diverge from the applicable IOPV during any trading
day. In such a case, the IOPV would not precisely reflect the value of an Index
Fund' portfolio. In addition, the foreign exchange rate used by the Company in
computing net asset value of an Index Fund may differ materially from that used
by Bloomberg. See "Determining Net Asset Value" below.

         The equity securities included in the IOPV reflect the same market
capitalization weighting as the Deposit Securities of the particular Index Fund.
In addition to the equity component described in the preceding paragraph, the
IOPV for each Index Fund includes a cash component consisting of estimated
accrued dividend and other income, less expenses. Each IOPV also reflects
changes in currency exchange rates between the U.S. dollar and the applicable
home foreign currency. For the iShares MSCI Australia, Hong Kong, Indonesia
(Free), Japan, Malaysia (Free), Singapore (Free), South Korea, Taiwan and
Thailand (Free) Index Funds, there is no overlap in trading hours between the
foreign market and the AMEX. Therefore, for each of these Index Funds, Bloomberg
utilizes closing prices (in applicable foreign currency prices) in the foreign
market for securities in the Index Fund's portfolio, and converts the price to
U.S. dollars. This value is 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. For Index Funds which have trading hours
overlapping regular AMEX trading hours, Bloomberg updates the applicable IOPV
every 15 seconds to reflect price changes in the principal foreign market, and
converts those prices into U.S. dollars based on the current currency exchange
rate. When the foreign market is closed but the AMEX is open, the IOPV is
updated every 15 seconds to reflect changes in currency exchange rates after the
foreign market closes.


         Lending Portfolio Securities. The Company may lend portfolio securities
         ----------------------------
to brokers, dealers and other financial institutions needing to borrow
securities to complete transactions and for other purposes. Because the cash
government securities or other assets that are pledged as collateral to the
Company in connection with these loans generate income, securities lending
enables an Index Fund to earn additional income that may partially offset the
expenses of such Index Fund, and thereby reduce the effect that expenses have on
such Index Fund's ability to provide investment results that substantially
correspond to the price and yield performance of its respective MSCI Index.
These loans may not exceed 33% of an Index Fund's total assets. The
documentation for these loans provide that the Index Fund will receive
collateral equal to at least 105% of the current market value of the loaned
securities, as marked to market each day on the same basis as the net asset
value of the Index Fund is determined, consisting of cash government securities
or other assets permitted by applicable regulations and interpretations. An
Index Fund pays reasonable administrative and custodial fees in connection with
the loan of securities. The Index Fund invests cash collateral in short-term
investments. The Chase Manhattan Bank ("Chase") serves as Lending Agent of the
Company and, in such capacity, shares with the respective Index Fund any net
income earned on stock loans on a 40/60 basis (i.e., Chase receives 40% of such
net income and the Index Fund receives 60%). An Index Fund's share of income
from the loan collateral is included in the Index Fund's gross investment
income.

         The Company will comply with the conditions for lending established by
the SEC staff. The SEC staff currently requires that the following conditions be
met whenever portfolio securities are loaned: (1) the Index Fund must receive at
least 100% collateral from the borrower; (2) the borrower must increase such
collateral whenever the market value of the securities lent rises above the
level of the collateral; (3) the Index Fund must be able to terminate the loan
at any time; (4) the Index Fund must receive reasonable interest on the loan, as
well as any dividends, interest or other distributions on the loaned securities,
and any increase in market value; (5) the Index Fund may pay only reasonable
custodian fees in connection with the loan and will pay no finder's fees; and
(6) while voting rights on the loaned securities may pass to the borrower, the
Company, acting under the supervision of its Board of Directors (the "Board" or
the "Directors") must terminate the loan and regain the right to vote the
securities if a material event adversely affecting the investment occurs.
Although each Index Fund will receive collateral in connection with all loans of
portfolio securities, and such collateral will be marked to market, the Index
Fund will be exposed to the risk of loss should a borrower default on its
obligation to return the borrowed securities (e.g., the

                                       2
<PAGE>


loaned securities may have appreciated beyond the value of the collateral held
by the Company). In addition, each Index Fund bears the risk of loss of any cash
collateral that it invests in short-term investments.


         Repurchase Agreements. Each Index Fund may invest in repurchase
         ---------------------
agreements with commercial banks, brokers or dealers to generate income from its
excess cash balances and to invest securities lending cash collateral. A
repurchase agreement is an agreement under which an Index Fund acquires a money
market instrument (generally a security issued by the U.S. Government or an
agency thereof, a banker's acceptance or a certificate of deposit) from a
seller, subject to resale to the seller at an agreed upon price and date
(normally, the next business day). A repurchase agreement may be considered a
loan collateralized by securities. The resale price reflects an agreed upon
interest rate effective for the period the instrument is held by an Index Fund
and is unrelated to the interest rate on the underlying instrument. In these
transactions, the securities acquired by an Index Fund (including accrued
interest earned thereon) must have a total value in excess of the value of the
repurchase agreement and are held by the Company's custodian bank until
repurchased. In addition, the Company's Board of Directors monitors the
Company's repurchase agreement transactions generally and has established
guidelines and standards for review of the creditworthiness of any bank, broker
or dealer counterparty to a repurchase agreement with an Index Fund. No more
than an aggregate of 15% of the Index Fund's net assets will be invested in
repurchase agreements having maturities longer than seven days and securities
subject to legal or contractual restrictions on resale, or for which there are
no readily available market quotations. An Index Fund will enter into repurchase
agreements only with Federal Reserve member banks with minimum assets of at
least $2 billion or registered securities dealers.

         The use of repurchase agreements involves certain risks. For example,
if the other party to the agreement defaults on its obligation to repurchase the
underlying security at a time when the value of the security has declined, the
Company may incur a loss upon disposition of the security. If the other party to
the agreement becomes insolvent and subject to liquidation or reorganization
under the Bankruptcy Code or other laws, a court may determine that the
underlying security is collateral for a loan by an Index Fund not within the
control of the Index Fund and therefore the Index Fund may not be able to
substantiate its interest in the underlying security and may be deemed an
unsecured creditor of the other party to the agreement. While the Company's
management acknowledges these risks, it is expected that they can be controlled
through careful monitoring procedures.

         Currency Transactions. The investment policy of each Index Fund is to
         ---------------------
remain as fully invested as practicable in the equity securities of the relevant
market. Hence, no Index Fund expects to engage in currency transactions for the
purpose of hedging against declines in the value of the Index Fund's currency.
An Index Fund (except for the iShares MSCI USA Index Fund) may enter into
foreign currency forward and foreign currency futures contracts to facilitate
local securities settlement or to protect against currency exposure in
connection with its distributions to shareholders, but may not enter into such
contracts for speculative purposes or as a way of protecting against anticipated
adverse changes in exchange rates between foreign currencies and the U.S.
dollar.

         A forward currency contract is an obligation to purchase or sell a
specific currency at a future date, which may be any fixed number of days from
the date of the contract agreed upon by the parties, at a price set at the time
of the contract. A currency futures contract is a contract involving an
obligation to deliver or acquire the specified amount of currency at a specified
price at a specified future time. Futures contracts may be settled on a net cash
payment basis rather than by the sale and delivery of the underlying currency.

         Foreign exchange transactions involve a significant degree of risk and
the markets in which foreign exchange transactions are effected are highly
volatile, highly specialized and highly technical. Significant changes,
including changes in liquidity and prices, can occur in such markets within very
short periods of time, often within minutes. Foreign exchange trading risks
include, but are not limited to, exchange rate risk, maturity gaps, interest
rate risk and potential interference by foreign governments through regulation
of local exchange markets, foreign investment, or particular transactions in
foreign currency. If the Adviser utilizes foreign exchange transactions at an
inappropriate time or judges market conditions, trends or correlations
incorrectly, foreign exchange transactions may not serve their intended purpose
of improving the correlation of an Index Fund's return with the performance of
the corresponding MSCI Index and may lower the Index Fund's return. The Index
Fund could experience losses if the values of its currency forwards, options and
futures positions were poorly correlated with its other investments or if it
could not close out its positions because of an illiquid market. In addition,
each Index Fund will incur transaction costs, including trading commissions, in
connection with certain of its foreign currency transactions.

                                       3
<PAGE>

         Futures Contracts and Options. Each Index Fund may utilize futures
         -----------------------------
contracts and options to the extent described in the Prospectus. Futures
contracts generally provide for the future sale by one party and purchase by
another party of a specified commodity at a specified future time and at a
specified price. Stock index futures contracts are settled by the payment by one
party to the other of a cash amount based on the difference between the level of
the stock index specified in the contract and at maturity of the contract.
Futures contracts are standardized as to maturity date and underlying commodity
and are traded on futures exchanges. At the present time, there are no liquid
futures contracts traded on most of the benchmark indices of the Index Funds. In
such circumstances an Index Fund may use futures contracts, and options on
futures contracts, based on other local market indices or may utilize futures
contracts, and options on such contracts, on other indices or combinations of
indices that the Adviser believes to be representative of the relevant benchmark
index.

         Although futures contracts (other than cash settled futures contracts
including most stock index futures contracts) by their terms call for actual
delivery or acceptance of the underlying commodity, in most cases the contracts
are closed out before the settlement date without the making or taking of
delivery. Closing out an open futures position is done by taking an opposite
position ("buying" a contract which has previously been "sold," or "selling" a
contract previously "purchased") in an identical contract to terminate the
position. Brokerage commissions are incurred when a futures contract position is
opened or closed.

         Futures traders are required to make a good faith margin deposit in
cash or government securities with a broker or custodian to initiate and
maintain open positions in futures contracts. A margin deposit is intended to
assure completion of the contract (delivery or acceptance of the underlying
commodity or payment of the cash settlement amount) if it is not terminated
prior to the specified delivery date. Relatively low initial margin requirements
are established by the futures exchanges and may be changed. Brokers may
establish deposit requirements which are higher than the exchange minimums.
Futures contracts are customarily purchased and sold on margin deposits which
may range upward from less than 5% of the value of the contract being traded.

         After a futures contract position is opened, the value of the contract
is marked to market daily. If the futures contract price changes to the extent
that the margin on deposit does not satisfy margin requirements, payment of
additional "variation" margin will be required. Conversely, change in the
contract value may reduce the required margin, resulting in a repayment of
excess margin to the contract holder. Variation margin payments are made to and
from the futures broker for as long as the contract remains open. The Company
expects to earn interest income on its margin deposits.

         Each Index Fund may use futures contracts and options thereon, together
with positions in cash and Short-Term Investments, to simulate full investment
in the underlying index. As noted above, liquid futures contracts are not
currently available for the benchmark indices of many Index Funds. In addition,
the Company is not permitted to utilize certain stock index futures under
applicable law. Under such circumstances, the Adviser may seek to utilize other
instruments that it believes to be correlated to the underlying index.

         Since there are very few futures traded on the MSCI Indices, an Index
Fund may need to utilize other futures contracts or combinations thereof to
simulate the performance of its benchmark MSCI Index. This process may magnify
the "tracking error" of an Index Fund's performance compared to that of its
benchmark MSCI Index, due to the lower correlation of the selected futures with
its benchmark MSCI Index. The investment adviser will attempt to reduce this
tracking error by using futures contracts whose behavior is expected to
represent the market performance of the Index Fund's underlying securities,
although there can be no assurance that these selected futures will in fact
correlate with the performance of its benchmark MSCI Index.

         Futures Transactions. Positions in futures contracts and options
thereon may be closed out only on an exchange which provides a secondary market
for such futures. However, there can be no assurance that a liquid secondary
market will exist for any particular futures contract or option at any specific
time. Thus, it may not be possible to close a futures or options position. In
the event of adverse price movements, an Index Fund would continue to be
required to make daily cash payments to maintain its required margin. In such
situations, if an Index Fund has insufficient cash, it may have to sell
portfolio securities to meet daily margin requirements at a time when it may be
disadvantageous to do so. In addition, an Index Fund may be required to make
delivery of the instruments underlying futures contracts it holds.

                                       4
<PAGE>

         An Index Fund will minimize the risk that it will be unable to close
out a futures or options contract by only entering into futures and options for
which there appears to be a liquid secondary market.

         The risk of loss in trading futures contracts in some strategies is
potentially unlimited, due both to the low margin deposits required, and the
extremely high degree of leverage involved in futures pricing. As a result, a
relatively small price movement in a futures contract may result in immediate
and substantial loss (or gain) to the investor. For example, if at the time of
purchase, 10% of the value of a futures contract is deposited as margin, a
subsequent 10% decrease in the value of the futures contract would result in a
total loss of the margin deposit, before any deduction for the transaction
costs, if the account were then closed out. A 15% decrease would result in a
loss equal to 150% of the original margin deposit if the contract were closed
out. Thus, entering into long or short futures positions may result in losses
well in excess of the amount initially paid. However, given the limited purposes
for which futures contracts are used, and the fact that steps will be taken to
eliminate the leverage of any futures positions, an Index Fund would presumably
have sustained comparable losses if, instead of the futures contracts, it had
invested in the underlying financial instrument and sold it after the decline.

         Utilization of futures transactions by an Index Fund involves the risk
of imperfect or no correlation to the benchmark index where the index underlying
the futures contracts being used differs from the benchmark index. There is also
the risk of loss by the Company of margin deposits in the event of bankruptcy of
a broker with whom an Index Fund has an open position in the futures contract or
related option.

         Most futures exchanges limit the amount of fluctuation permitted in
futures contract prices during a single trading day. The daily limit establishes
the maximum amount that the price of a futures contract may vary either up or
down from the previous day's settlement price at the end of a trading session.
Once the daily limit has been reached in a particular type of contract, no
trades may be made on that day at a price beyond that limit. The daily limit
governs only price movement during a particular trading day and therefore does
not limit potential losses, because the limit may prevent the liquidation of
unfavorable positions. Futures contract prices have occasionally moved to the
daily limit for several consecutive trading days with little or no trading,
thereby preventing prompt liquidation of future positions and subjecting some
futures traders to substantial losses.

         Restrictions on the Use of Futures Contracts and Options on Futures
Contracts. An Index Fund will not enter into futures contract transactions for
purposes other than hedging to the extent that, immediately thereafter, the sum
of its initial margin deposits on open contracts exceeds 5% of the market value
of an Index Fund's total assets. Assets committed to initial margin deposits for
futures and options on futures are held in a segregated account at the Company's
custodian bank. Each Index Fund will take steps to prevent its futures positions
from "leveraging" its portfolio. When it has a long futures position, it will
maintain in a segregated account with its custodian bank, cash or high quality
debt securities having a value equal to the purchase price of the contract (less
any margin deposited in connection with the position). When it has a short
futures position, it will maintain in a segregated account with its custodian
bank assets substantially identical to those underlying the contract or cash and
high quality debt securities (or a combination of the foregoing) having a value
equal to its obligations under the contract (less the value of any margin
deposits in connection with the position).

         Federal Tax Treatment of Futures Contracts. Each Index Fund is required
for federal income tax purposes to recognize as income for each taxable year its
net unrealized gains and losses on certain futures contracts as of the end of
the year as well as those actually realized during the year. In most cases, any
gain or loss recognized with respect to the futures contract is considered to be
60% long-term capital gain or loss and 40% short-term capital gain or loss,
without regard to the holding period of the contract. Furthermore, sales of
futures contracts which hedge against a change in the value of securities held
by an Index Fund may affect the holding period of such securities and,
consequently, the nature of the gain or loss on such securities upon
disposition. An Index Fund may be required to defer the recognition of losses on
futures contracts to the extent of any unrecognized gains on related positions
held by the Index Fund.

         In order for an Index Fund to continue to qualify for federal income
tax treatment as a regulated investment company, at least 90% of its gross
income for a taxable year must be derived from qualifying income; i.e.,
dividends, interest, income derived from loans of securities, gains from the
sale of securities or of foreign currencies or other income derived with respect
to the Index Fund's business of investing in securities. It is anticipated that
any

                                       5
<PAGE>

net gain realized from the closing out of futures contracts will be considered
gain from the sale of securities and therefore will be qualifying income for
purposes of the 90% requirement.

         Each Index Fund distributes to shareholders annually any net capital
gains which have been recognized for federal income tax purposes (including
unrealized gains at the end of the Index Fund's fiscal year) on futures
transactions. Such distributions are combined with distributions of capital
gains realized on the Index Fund's other investments and shareholders are
advised on the nature of the distributions.

         Future Developments. Each Index Fund may take advantage of
opportunities in the area of options, and futures contracts, options on futures
contracts, warrants, swaps and any other investments which are not presently
contemplated for use by such Index Fund or which are not currently available but
which may be developed, to the extent such opportunities are both consistent
with an Index Fund's investment objective and legally permissible for the Index
Fund. Before entering into such transactions or making any such investment, the
Index Fund will provide appropriate disclosure.

         Swap Agreements. Each Index Fund may utilize swap agreements to the
         ---------------
extent described in the Prospectus. Swap agreements are contracts between
parties in which one party agrees to make payments to the other party based on
the change in market value or level of a specified index or asset. In return,
the other party agrees to make payments to the first party based on the return
of a different specified index or asset. Although swap agreements entail the
risk that a party will default on its payment obligations thereunder, each Index
Fund seeks to reduce this risk by entering into agreements that involve payments
no less frequently than quarterly. The net amount of the excess, if any, of an
Index Fund's obligations over its entitlements with respect to each swap is
accrued on a daily basis and an amount of cash or high quality debt securities
having an aggregate value at least equal to the accrued excess is maintained in
a segregated account at the Company's custodian bank.


         Non-U.S. Equity Portfolios. An investment in iShares involves risks
         --------------------------
similar to those of investing in a broad-based portfolio of equity securities
traded on exchanges in the respective countries covered by the individual Index
Fund. These risks include market fluctuations caused by such factors as economic
and political developments, changes in interest rates and perceived trends in
stock prices. Investing in securities issued by companies domiciled in countries
other than the domicile of the investor and denominated in currencies other than
an investor's local currency entails certain considerations and risks not
typically encountered by the investor in making investments in its home country
and in that country's currency. These considerations include favorable or
unfavorable changes in interest rates, currency exchange rates, exchange control
regulations and the costs that may be incurred in connection with conversions
between various currencies. Investing in an Index Fund whose portfolio contains
non-U.S. issuers involves certain risks and considerations not typically
associated with investing in the securities of U.S. issuers. These risks include
generally less liquid and less efficient securities markets; generally greater
price volatility; less publicly available information about issuers; the
imposition of withholding or other taxes; the imposition of restrictions on the
expatriation of funds or other assets of an Index Fund; higher transaction and
custody costs; delays and risks attendant in settlement procedures; difficulties
in enforcing contractual obligations; lesser liquidity and significantly smaller
market capitalization of most non-U.S. securities markets; different accounting
and disclosure standards; lesser levels of regulation of the securities markets;
more substantial government interference with the economy; higher rates of
inflation; greater social, economic, and political uncertainty; and the risk of
nationalization or expropriation of assets and risk of war.

                                       6
<PAGE>


         Concentrations and Lack of Diversification of Certain Index Funds. Each
         -----------------------------------------------------------------
Index Fund (except for the Japan, United Kingdom and USA Index Funds) is
classified as "non-diversified" for purposes of the Investment Company Act of
1940, which means that it is not limited by that Act with regard to the portion
of its assets that may be invested in the securities of a single issuer.
Information about larege holdings in single issuers is included in the
description of each index fund. In addition, a number of Index Funds concentrate
their investments in particular industries as noted in the descriptions of each
Index Fund. Each Index Fund, however, whether diversified or non-diversified,
intends to maintain the required level of diversification and otherwise conduct
its operations so as to qualify as a "regulated investment company" for purposes
of the U.S. Internal Revenue Code, to relieve the Index Fund of any liability
for federal income tax to the extent that its earnings are distributed to
shareholders. Compliance with the diversification requirements of the U.S.
Internal Revenue Code severely limits the investment flexibility of certain
Index Funds and makes it less likely that such Index Funds will meet their
investment objectives.

         The stocks of one or more particular issuers, or of issuers in
particular industries, may dominate the benchmark index of an Index Fund and,
consequently, the investment portfolio of an Index Fund. This may adversely
affect the performance of an Index Fund or subject it to greater price
volatility than that experienced by more diversified investment companies. The
iShares of an Index Fund may be more susceptible to any single economic,
political or regulatory occurrence than the portfolio securities of an
investment company that is more broadly invested in the equity securities of the
relevant market.

Investments in Subject Equity Markets. Brief descriptions of the equity markets
-------------------------------------
in which the respective Index Fund are invested are provided below.

         The Australian Equity Markets

         General Background. Trading shares has taken place in Australia since
1828, but did not become significant until the latter half of the nineteenth
century when there was strong demand for equity capital to support the growth of
mining activities. A stock market was first formed in Melbourne in 1865. In
1885, the Melbourne market became The Stock Exchange of Melbourne, in which form
it has remained until recently. Other stock exchanges were also established in
Sydney (1871), Brisbane (1884), Adelaide (1887), Hobart (1891) and Perth (1891).
In 1937, the six capital city stock exchanges established the Australian
Associated Stock Exchanges (AASE) to represent them at a national level. In
1987, the regional exchanges merged to create the single entity -- The
Australian Stock Exchange (ASX). Trading is done via a computer link-up called
"SEATS." SEATS enables all exchanges to quote uniform prices. All the exchanges
are members of the ASX and are subject to the Securities Industry Act, which
regulates the major aspects of stock exchange operations. Although there are
stock exchanges in all six states, the Melbourne and Sydney Stock Exchanges are
the major centers, covering 90% of all trades.

         Reporting, Accounting and Auditing. Australian reporting, accounting
and auditing standards differ substantially from U.S. standards. In general
Australian corporations do not provide all of the disclosure required by U.S.
law and accounting practice, and such disclosure may be less timely and less
frequent than that required of U.S. corporations.

         Size of Equity Markets. As of November 30, 2000, the total market
capitalization of the Australian equity markets was approximately AUD 684
billion or US$ 359 billion.


         The Austrian Equity Markets

         General Background. Relative to international standards, the Vienna
stock market is small in terms of total capitalization and yearly turnover. The
Vienna Stock Exchange (VSE) is one of the oldest in the world and was founded in
1771 as a state institution to provide a market for state-issued bonds, as well
as for exchange transactions. The Stock Exchange Act of 1875 (the "Act")
established the VSE as an autonomous institution. The Act is still in force,
placing control and administration of the exchange in the hands of the
Borsekammer (Board of Governors), chosen from among the members of the exchange.
The Borsekammer consists of 25 individuals with the title of Borserat (stock
exchange councillor). Some are elected by members and some are designated by
organizations of the securities industry for a period of five years. The
councillors must be members of the exchange and they elect from amongst
themselves a President and three Vice Presidents. Shares account for about 80%
and

                                       7
<PAGE>

investment fund certificates for about 20% of total listed securities on the
VSE. Business of the exchange can be transacted only by members. Almost all the
credit institutions in Vienna, some in the Austrian provinces and the joint
stock banks are represented on the stock exchange, as well as the private banks,
savings banks and other credit institutions. Certain securities which do not
have an official listing may be dealt in on the floor of the stock exchange with
permission of the management. This unlisted trading is the main activity of the
free brokers (Frei Makeler).

         Reporting, Accounting and Auditing. Austrian reporting, accounting and
auditing standards differ from U.S. standards. In general, Austrian corporations
do not provide all of the disclosure required by U.S. law and accounting
practice, and such disclosure may be less timely and less frequent than that
required of U.S. corporations.


         Size of Equity Markets. As of November 30, 2000, the total market
capitalization of the Austrian equity markets was approximately EUR 25 billion
or US$ 22 billion.


         The Belgian Equity Markets

         General Background. The Brussels Stock Exchange (BSE) was founded by
Napoleonic decree in 1801. Since January 1, 1991 the BSE has been officially
organized as the "Societe de la Bourse de Valeurs Mobileres de Bruxelles" (SBVM)
the shareholders of which are Belgian securities houses. The law of December 4,
1990 on financial operations and markets terminated the monopoly of the
individual brokers. Now only securities houses are allowed to carry out stock
exchange orders. Brokers, banks, brokerage firms and insurance companies can
participate in the capital of a securities house. Its management is composed of
a majority of qualified people bearing the title of stockbroker. The Banking and
Finance Commission was granted the power to approve securities houses by this
law. The Board of Directors of the SBVM, the Stock Exchange Committee organizes
and supervises the different markets and ensures market transparency. The Stock
Exchange Committee also admits or dismisses brokerage firms and ensures
compliance with all regulations. The Stock Exchange Committee is also in charge
of the admission to listing and suspension of listing. On the Brussels Stock
Exchange equities are traded on three different markets: the Official Market,
which includes a Cash and a Forward Market, the Second Market and an "Over the
Counter Market."

         Reporting, Accounting and Auditing. Belgian reporting, accounting and
auditing standards differ substantially from U.S. standards. In general Belgian
corporations do not provide all of the disclosure required by U.S. law and
accounting practice, and such disclosure may be less timely and less frequent
than that required of U.S. corporations.


         Size of Equity Markets. As of November 30, 2000, the total market
capitalization of the Belgian equity markets was approximately EUR 178 billion
or US$ 155 billion.


         The Brazilian Equity Markets

         General Background. There are nine stock exchanges in Brazil. The Rio
de Janeiro exchange, or BVRJ (Bolsa de Valores de Rio de Janeiro) is the oldest,
but is overshadowed by the Sao Paulo exchange, called BOVESPA (Bolsa de Valores
de Sao Paulo), which is the largest and accounts for about 90% of trading
activity. The over-the-counter market (Mercado de Balcao) trades non-listed
equities. Government securities, corporate bonds, and money market instruments
are traded on the open market. The Bolsa Mercdorias e de Futuros (BM&F), in Sao
Paulo, is Brazil's futures exchange. It is the third largest derivatives
exchange in the world in contract volume. Options on the futures also are
traded, but are less liquid. BM&F is the clearinghouse for all transactions. The
financial market is regulated by three main bodies: the National Monetary
Council, or CMN (Conselho Monetario Nacional); the Central Bank (Banco Central
do Brasil), and the Securities Commission, or CVM (Comissao de Valores
Mobiliarios).

         Reporting, Accounting And Auditing. Brazilian reporting, auditing and
accounting standards differ from U.S. standards. In general, Brazilian
corporations do not provide all of the disclosure required by U.S. law and
accounting practice, and such disclosure may be less timely and less frequent
than that required of U.S. corporations.

                                       8
<PAGE>


         Size of Equity Markets. As of November 30, 2000, the total market
capitalization of the Brazilian equity markets was approximately BRL 390 billion
or US$ 199 billion.


         The Canadian Equity Markets

         General Background. The first Canadian stock exchange appeared in the
1870s. Today, Canada is the world's fourth largest public equity market by
trading volume and the fifth largest by market capitalization. There are five
stock exchanges across Canada, located in Toronto, Montreal, Vancouver, Calgary
and Winnipeg. Of these, the Toronto Stock Exchange is the largest, accounting
for almost 80% of Canadian trading volumes. Measured by the value of shares
traded, the Toronto Stock Exchange is the second largest organized securities
exchange in North America and among the ten largest in the world.

         Reporting, Accounting and Auditing. According to the SEC in one of the
proposing releases relating to the Multijurisdictional Disclosure System,
Canadian reporting, accounting and auditing practices are closer to U.S.
standards than those of any other foreign jurisdiction. Every issuer that
qualifies an offering of securities for distribution in Canada becomes subject
to periodic disclosure requirements. Authoritative accounting and auditing
standards, which are uniform across Canada, are developed by a national body,
the Canadian Institute of Chartered Accountants ("CICA"). Although promulgated
auditing standards in Canada differ from U.S. standards in some respects,
generally accepted practices in Canada routinely encompass all significant
auditing procedures required by U.S. standards. Further, CICA periodically
evaluates new auditing standards adopted by the American Institute of Certified
Public Accountants, CICA's U.S. counterpart, to determine whether similar
guidelines may be appropriate for Canadian auditors. Canadian GAAP are similar
to their U.S. counterparts, although there are some differences in measurement
and disclosure.


         Size of Equity Markets. As of November 30, 2000, the total market
capitalization of the Canadian markets was approximately CAD 1,150 billion or
US$ 748 billion.

The EMU Equity Markets

         The EMU equity markets are comprised of the equity markets from the
following twelve countries, which are participating in the European Economic and
Monetary Union, or "EMU": Austria, Belgium, Finland, France, Germany, Greece,
Ireland, Italy, Luxembourg, the Netherlands, Portugal and Spain. The MSCI EMU
Index is currently comprised of companies from ten of these EMU countries (i.e.,
all of the EMU countries except Luxembourg).


General Background
-------------------

         Following is a general background description of the equities market of
each country included in the MSCI EMU Index for which there is no iShares MSCI
Index Fund.

         Finland. Organized securities trading has existed in Finland since the
1860s, but it was 1912 before a formal exchange, the Helsinki Arvopaperiporssi,
was founded. Since then there have been few changes in the rules governing
trading in Finland. In October 1984, the management of the stock exchange in
Helsinki was vested in a newly formed co-operative. That form of corporation was
chosen because Finnish legislation covering cooperatives does not limit the
number of members or the amount of capital. As a result, alone among the world's
stock exchanges, the Arvopaperiporssi accepts as members all companies listed on
its trading board and business organizations in addition to the bankers and
brokers. Decision-making and administration with the organization are vested in
the annual general meeting of the co-operative, which elects the board of
administration and the board of directors to manage the daily running of the
exchange.

         The OTC List established in 1984 acquired an organized form in
September 1985, when the Association of Securities Brokers approved the listing
and regulations for the information requirements of listed companies. The
brokers and brokerage firms have undertaken to act as market makers. Mainly
medium-sized companies are traded on the OTC List. The OTC Market is based on an
agreement between a company seeking access to the share market and a brokerage
firm; both are subject to certain obligations.

                                       9
<PAGE>

         Ireland. The Irish Stock Exchange, founded in the 18th century, is the
second oldest in the world. Previously it operated as part of the International
Stock Exchange of the United Kingdom and Republic of Ireland. On December 8,
1995, it split from the U.K. Stock Exchange to form the Irish Stock Exchange
(ISE). The new exchange is committed to maintaining standards equivalent to
those of the London Stock Exchange (LSE), subject to adjustments dictated by
Irish Law. The ISE will sign a listing protocol with the LSE, under which the
ISE will maintain equivalence with the LSE rules. Companies that were listed on
both the Dublin and London exchanges may apply for dual primary listing, under
which they will be regulated to the same standard by both exchanges. A set of
procedures has been agreed with the LSE that will streamline companies' dealing
with the two exchanges.

Reporting, Accounting and Auditing
----------------------------------

         Reporting, accounting and auditing standards in the nations of the EMU
differ from U.S. standards. In general, corporations in the EMU do not provide
all of the disclosure required by U.S. law and accounting practice, and such
disclosure may be less timely and less frequent than that required of U.S.
corporations.

Structure of Equity Markets
---------------------------


         As of November 30, 2000, the total market capitalization of the
combined equity markets of Austria, Belgium, Finland, France, Germany, Ireland,
Italy, the Netherlands, Portugal and Spain was approximately US$ 4.82 trillion.


         The French Equity Markets

         General Background. Trading of securities in France is subject to the
monopoly of the Societe de Bourse, which replaced the individual agents de
change in 1991 in order to increase the cohesion of the French equity market.
All purchases or sales of equity securities in listed companies on any one of
the French exchanges must be executed through the Societe de Bourse. There are
three different markets on which French securities may be listed: (1) the
official list (La Cote Officielle), comprised of equity securities of large
French and foreign companies and most bond issues; (2) the second market (Le
Second Marche), designed for the trading of equity securities of smaller
companies; and (3) the "Hors-Cote" Market. Securities may only be traded on the
official list and the second market after they have been admitted for the
listing by the Conseil des Bourses de Valeurs (the "CBV"). By contrast, the
Hors-Cote Market has no prerequisites to listing, and shares of otherwise
unlisted companies may be freely traded there, once they have been introduced on
the market by the Societe de Bourse. Although the Hors-Cote Market is frequently
referred to as an over-the-counter market, this term is inaccurate in that, like
the official list and the second market, it is supervised by Societes des
Bourses Francaises and regulated by the CBV.

         Although there are seven stock exchanges in France (located in Paris,
Bordeaux, Lille, Lyon, Marseille, Nancy and Nantes), the Paris Stock Exchange
handles more than 95% of transactions in the country. All bonds and shares,
whether listed or unlisted, must be traded on one of the seven exchanges.
Trading in most of the Paris exchange-listed stocks takes place through the
computer order-driven trading system CAC, launched in 1988. French market
capitalization constitutes approximately 30% of the French Gross Domestic
Product. Exchange securities are denominated in the Euro. Unless otherwise
provided by a double tax treaty, dividends on French shares are subject to a
withholding tax of 25%.

         Reporting, Accounting and Auditing. Although French reporting,
accounting and auditing standards are considered rather rigorous by European
standards, they differ from U.S. standards in certain material respects. In
general, French corporations are not required to provide all of the disclosure
required by U.S. law and accounting practice, and such disclosure may be less
timely and less frequent than that required of U.S. corporations.


         Size of Equity Markets. As of November 30, 2000, the total market
capitalization of the French equity markets was approximately EUR 1,486 billion
or US$ 1,294 billion.


         The German Equity Markets

         General Background. The history of Frankfurt as a financial center can
be traced back to the early Middle Ages. Frankfurt had the right to issue coins
as early as 1180; the first exchange office was opened in 1402. Germany

                                       10
<PAGE>

has been without a central stock exchange, the position formerly held by the
Berlin exchange, since 1945. Today there are eight independent stock exchanges,
of which Dusseldorf and Frankfurt account for over three-quarters of the total
volume. Frankfurt is the main exchange in Germany. Exchange securities are
denominated in the Euro. Equities may be traded in Germany in one of three
markets: (i) the official market, comprised of trading in shares which have been
formally admitted to official listing by the admissions committee of the
relevant stock exchange, based on disclosure in the listing application; (ii)
the "semi-official" unlisted market, comprised of trading in shares not in the
official listing; and (iii) the unofficial, over-the-counter market, which is
governed by the provisions of the Civil Code and the Merchant Code and not by
the provisions of any stock exchange. There is no stamp duty in Germany, but a
nonresident capital gains tax may apply in certain circumstances.

         Reporting, Accounting and Auditing. German reporting, accounting and
auditing standards differ substantially from U.S. standards. In general, German
corporations do not provide all of the disclosure required by U.S. law and
accounting practice, and such disclosure may be less timely and less frequent
than that required of U.S. corporations.


         Size of Equity Markets. As of November 30, 2000, the total market
capitalization of the Germany equity markets was approximately EUR 1,327 billion
or US$ 1,155 billion.


         The Greek Equity Markets

         General Background. The Athens Stock Exchange (ASE) is a self-managed
public institution, regulated by law. It is financed chiefly by annual listing
fees paid by both equity and fixed-income issuers. Until 1987, the ASE had a
relatively low activity market with occasional peaks. Activity exploded that
year, with foreign purchases contributing to a 1,224% rise in traded share
value.

         Reporting, Accounting And Auditing. Greek reporting, accounting and
auditing standards differ substantially from U.S. standards. In general, Greek
corporations do not provide all of the disclosure required by U.S. law and
accounting practice, and such disclosure may be less timely and less frequent
than that required of U.S. corporations.


         Structure Of Equity Markets. As of November 30, 2000, the total market
capitalization of the Greek equity markets was approximately EUR 107 billion or
US$ 93 billion.


         The Hong Kong Equity Markets

         General Background. Trading in equity securities in Hong Kong began in
1891 with the formation of the Association of Stockbrokers, which was changed in
1914 to the Hong Kong Stock Exchange. In 1921, a second stock exchange, The Hong
Kong Stockbrokers' Association, was established. In 1947, these two exchanges
were merged under the name The Hong Kong Stock Exchange Limited. Three
additional exchanges, the Far East Exchange Limited (1969), The Kam Ngan Stock
Exchange Limited (1971) and The Kowloon Stock Exchange (1972) also commenced
trading activities. These four exchanges were unified in 1986 to form The Stock
Exchange of Hong Kong Limited (the "SEHK"). The value of the SEHK constitutes
more than 100% of Hong Kong's Gross Domestic Product. Trading on the SEHK is
conducted in the post trading method, matching buyers and sellers through public
outcry. Securities are denominated in the official unit of currency, the Hong
Kong Dollar. Foreign investment in Hong Kong is generally unrestricted. All
investors are subject to a small stamp duty and a stock exchange levy, but
capital gains are tax-exempt.

         Reporting, Accounting and Auditing. Hong Kong has significantly
upgraded the required presentation of financial information in the past decade.
Nevertheless, reporting, accounting and auditing practices remain significantly
less rigorous than U.S. standards. In general, Hong Kong corporations are not
required to provide all of the disclosure required by U.S. law and accounting
practice, and such disclosure may be less timely and less frequent than that
required of U.S. corporations.


         Size of Equity Markets. As of November 30, 2000, the total market
capitalization of the Hong Kong equity markets was approximately HKD 2,292
billion or US$ 294 billion.


                                       11
<PAGE>

         The Indonesian Equity Markets

         General Background. A stock exchange has existed in Jakarta, Indonesia,
since 1912, when the country was still a colony known as the Dutch East Indies.
In 1925, additional exchanges were opened in Surabaya, in east Java, and in
Semarang, in central Java. Before World War II, there was active trading in
locally issued securities and those issued in the Netherlands. The exchanges
were closed during the war and did not reopen until June 1952. Once reopened,
the Jakarta Stock Exchange (JSX) primarily facilitated the issuance of
government bonds to stimulate the economy. However, the exchange proved less
than successful and was later closed. In 1976, the management of the JSX changed
by presidential decree and the exchange was formally reopened. The JSX is the
most important of the exchanges operating in Indonesia. The Surabaya Stock
Exchange and the Bursa Parallel (Parallel Exchange) are much smaller. The Bursa
Parallel was formed to accommodate over-the-counter trading.

         Throughout most of its history, the JSX has been operated and
controlled through the state Capital Market Supervisory Agency (locally known as
BAPEPAM, for Badan Pengawas Pasar Modal). BAPEPAM was both executive of the
exchange and supervisory body for the market, a duality that delayed decisions
and left issues unresolved. To rectify this, BAPEPAM was streamlined into a
solely supervisory role. A private stock exchange company, PT Bursa Efek Jakarta
(BEJ), took over the day-to-day operations of the JSX in December 1991. The JSX
became officially privatized on April 16, 1992. A series of new rules has been
issued by BAPEPAM and BEJ to regulate and develop the capital market.

         Reporting, Accounting And Auditing. Indonesian reporting, accounting
and auditing standards differ substantially from U.S. standards. In general,
Indonesian corporations do not provide all of the disclosure required by U.S.
law and accounting practice, and such disclosure may be less timely and less
frequent than that required of U.S. corporations.


         Structure Of Equity Markets. As of November 30, 2000, the total market
capitalization of the Indonesian equity markets was approximately IDR 90,916
billion or US$ 9 billion.


         The Italian Equity Markets

         General Background. The regulatory structure of the Italian Stock
Exchange changed radically in February 1997, when the Italian Stock Exchange
Council set up a new private company, "Borsa Italiana Spa", which is now
responsible for the regulation, promotion and management of the Stock Exchange,
the unlisted securities market and the Italian Derivatives Market (IDEM).

         In 1991, the Parliament passed legislation creating Societa de
intermediazone mobiliare (SIMs). SIMS were created to regulate brokerage
activities in the securities market and are allowed to trade on their own and
for customers' accounts.

         In November 1994, the Italian Derivatives Market (IDEM) started trading
its first exchange-listed derivatives product, the Mib 30 index futures contract
(Fib 30). In November 1995, the MIB30 Index option (MIBO30) began trading on the
IDEM. In February 1996, options were introduced on single stocks, together with
the transfer of all shares to a rolling settlement basis. In March 1998, the
MIDEX Index contract, the futures contract on the 25 Mid-Cap Stock Index, was
launched.

         Access to the Italian trading system can be obtained directly through
the terminals provided to users or indirectly through users' own front office
systems (using Application Programming Interfaces). The latter allows the use of
information, analytical and trading functions developed by the users.

         Italy has one of the world's largest government securities markets. At
the end of 1998, issues of treasury bills, notes and bonds outstanding totaled
US $1,300 billion.

         Reporting, Accounting and Auditing. Italian reporting, accounting and
auditing practices are regulated by Italy's National Control Commission
(Consob). These practices bear some similarities to United States standards.
However, in general, Italian corporations do not provide all of the disclosure
required by US law and accounting practice, and such disclosure may be less
timely, less frequent and less consistent than that required of US

                                       12
<PAGE>

corporations. Italy is, however, moving toward more transparency: from 2000, for
example, the law will require quarterly disclosure.


         Size of Equity Markets. As of November 30, 2000, the total market
capitalization of the Italian equity markets was approximately EUR 841 billion
or US$ 732 billion.


         The Japanese Equity Markets

         General Background. The Japanese stock market has a history of over 100
years beginning with the establishment of the Tokyo Stock Exchange Company Ltd.
in 1878. Stock exchanges are located in eight cities in Japan (Tokyo, Osaka,
Nagoya, Kyoto, Hiroshima, Fukuoka, Niigata and Sapporo). There is also an
over-the-counter market. There are three distinct sections on the main Japanese
stock exchanges. The First Section trades in over 1,100 of the largest and most
active stocks, which account for over 95% of total market capitalization. The
Second Section consists of over 400 issues with lower turnover than the First
Section, which are newly quoted on the exchange or which are not listed and
would otherwise be traded over-the-counter. The Third Section consists of
foreign stocks which are traded over-the-counter. The main activity of the
regular exchange members is the buying and selling of securities on the floor of
an exchange, both for their customers and for their own account. Japan is second
only to the United States in aggregate stock market capitalization. Securities
are denominated in the official unit of currency, the Japanese Yen. Takeover
activity is negligible in Tokyo, and although foreign investors play a
significant role, the trend of the market is set by the domestic investor. The
statutory at-source withholding tax is 20% on dividends. There also is a
transaction tax on share trades and a small stamp duty.

         Reporting, Accounting and Auditing. Although some Japanese reporting,
accounting and auditing practices are based substantially on U.S. principles,
they are not identical to U.S. standards in some important respects,
particularly with regard to unconsolidated subsidiaries and related structures.
In general, Japanese corporations are not required to provide all of the
disclosure required by U.S. law and accounting practice, and such disclosure may
be less timely and less frequent than that required of U.S. corporations.


         Size of Equity Markets. As of November 30, 2000, the total market
capitalization of the Japanese equity markets was approximately JPY 410,693
billion or US$ 3,707 billion.

         The Malaysian Equity Markets

         General Background. The securities industry in Malaysia dates back to
the early 1930's. Kuala Lumpur and Singapore were a single exchange until 1973
when they separated and the Kuala Lumpur Stock Exchange (KLSE) was formed. The
KLSE operated under a provisional set of rules until 1983 when a new Securities
Industry Act came into force. As of June 30, 1999, 458 companies were listed on
the KLSE main board. A Second Board, established in 1988, allows smaller
companies to tap additional capital. There were 287 companies listed on the
Second Board as of June 30, 1999. Over the years, the KLSE's close links with
the Stock Exchange of Singapore (SES) has rendered it very vulnerable to
developments in Singapore. Consequently, the Government decided, as a matter of
national policy, on a delisting of Malaysian incorporated companies from the
SES. This was effected on January 1, 1990. A similar move was made by Singapore,
resulting in the delisting of all Singapore companies on the KLSE on January 1,
1990. There are two main stock indices in Malaysia. The wider ranging KLSE
Composite represents 80 companies. The New Straits Times Industrial Index is an
average of 30 industrial stocks.


         Malaysian currency volatility and general economic deterioration led to
the imposition of stringent capital controls in September 1998, including a one
year prohibition on repatriation of capital and an indefinite prohibition on
free transfers of securities. The prohibition on repatriation of capital was
removed in February 1999 but the controls have adversely impacted foreign
investors, including the Index Fund, which suspended creations in response to
the controls. This adversely affected the trading market for Malaysia (Free)
Index Fund iShares.

         Reporting, Accounting and Auditing. Malaysian reporting, accounting and
auditing standards differ substantially from U.S. standards. In general,
Malaysian corporations do not provide all of the disclosure required by U.S. law
and accounting practice, and such disclosure may be less timely and less
frequent than that required of U.S. corporations.

                                       13
<PAGE>


         Size of Equity Markets. As of November 30, 2000, the total market
capitalization of the Malaysian equity markets was approximately MYR 475 billion
or US$ 125 billion.


         The Mexican Equity Markets

         General Background. There is only one stock exchange in Mexico, the
Bolsa Mexicana de Valores (BMV), which was established in 1894 and is located in
Mexico City. The stock exchange is a private corporation whose shares are owned
solely by its authorized members and operates under the stock market laws passed
by the government. The National Banking and Securities Commission (CNV)
supervises the stock exchange. The Mexican exchange operates primarily via the
open outcry method. However, firm orders in writing can supersede this system,
provided there is a perfect match of the details of a buy and sell order.
Executions on the exchange can be done by members only. Membership of the stock
exchange is restricted to Casas de Bolsa brokerage houses and Especialistas
Bursatiles (stock exchange specialists).

         Reporting, Accounting and Auditing. Mexican reporting, accounting and
auditing standards differ substantially from U.S. standards. In general, Mexican
corporations do not provide all of the disclosure required by U.S. law and
accounting practice, and such disclosure may be less timely and less frequent
than that required of U.S. corporations.


         Size of Equity Markets. As of November 30, 2000, the total market
capitalization of the Mexican equity markets was approximately MXN 1,283 billion
or US$ 136 billion.


         The Netherlands Equity Markets

         General Background. Trading securities on the AEX Stock Exchange (AEX)
(formerly the Amsterdam Stock Exchange) started at the beginning of the
seventeenth century. The United East India Company was the first company in the
world financed by an issue of shares, and such issue was effected through the
exchange. The Netherlands claims the honor of having the oldest established
stock exchange in existence. In 1611 a stock market began trading in the coffee
houses along the Dam Square. A more formal establishment, the Amsterdam Stock
Exchange Association, began trading industrial stocks in 1876, and until World
War II, Amsterdam ranked after New York and London as the third most important
stock market in the world. After the war, the AEX Stock Exchange only gradually
began to resume its activities, as members felt threatened by what they saw as
an impending socialist order which would leave little of the stock market
intact. Since the end of the war, the Dutch market has remained relatively
neglected, as local companies have found it more favorable to use bank financing
to meet their capital requirements. Trading in shares on the AEX may take place
on the official market or on the parallel market, which is available to
medium-sized and smaller companies that cannot yet meet the requirements
demanded for the official market.

         Reporting, Accounting and Auditing. Dutch reporting, accounting and
auditing standards differ substantially from U.S. standards. In general, Dutch
corporations do not provide all of the disclosure required by U.S. law and
accounting practice, and such disclosure may be less timely and less frequent
than that required of U.S. corporations.


         Size of Equity Markets. As of November 30, 2000, the total market
capitalization of the Dutch equity markets was approximately EUR 841 billion or
US$ 732 billion.


         The Portuguese Equity Markets

         General Background. EU membership marked the start of a period that has
seen dramatic growth in the scope and activity of the Portuguese stock market.
The Lisbon Stock Exchange ("LSE") is divided into three markets, each with
specific requirements regarding admission to listing and trading: (1) the
official market, which was created on July 23, 1991; (2) the second market,
created in January 1992, which is intended for trading securities that do not
meet all the requirements for admission to the official market. The main purpose
of this market is to allow access to the stock exchange for small and
medium-sized companies; and (3) the unofficial market, created on October 22,
1991, is intended for trading securities that do not meet the requirements for
the other two markets. Securities can be admitted to this market for a limited
period of time.

                                       14
<PAGE>

         In 1992, the LSE was privatized. It is now under the management of the
Lisbon Stock Exchange Association. Further, the Oporto Derivatives Exchange was
established in June 1996, where five futures contracts are traded.

         Reporting, Accounting and Auditing. Portuguese reporting, accounting
and auditing standards differ substantially from U.S. standards. In general,
Portuguese corporations do not provide all of the disclosure required by U.S.
law and accounting practice, and such disclosure may be less timely and less
frequent than that required of U.S. corporations.


         Structure of Equity Markets. As of November 30, 2000, the total market
capitalization of the Portuguese equity markets was approximately EUR 72 billion
or US$ 63 billion.


         The Singaporean Equity Markets

         General Background. The Stock Exchange of Singapore (SES) was formed in
1973 with the separation of the joint stock exchange with Malaysia, which had
been in existence since 1938. The linkage between the SES and the Kuala Lumpur
Stock Exchange (KLSE) remained strong as many companies in Singapore and
Malaysia jointly listed on both exchanges, until January 1, 1990 when the dual
listing was terminated. SES has a tiered market, with the formation of the
second securities market, SESDAQ (Stock Exchange of Singapore Dealing and
Automated Quotation System) in 1987. SESDAQ was designed to provide an avenue
for small and medium-sized companies to raise funds for expansion. In 1990, SES
introduced an over-the-counter (OTC) market known as CLOB International, to
allow investors access to international securities listed on foreign exchanges.
SES also has a direct link with the National Association of Securities Dealers
Automated Quotation (NASDAQ) system, which was set up in March 1988 to allow
traders in the Asian time zone access to selected securities on the U.S. OTC
markets. This is made possible through a daily exchange of trading prices and
volumes of the stocks quoted on NASDAQ. The Singapore Stock Exchange is one of
the most developed in Asia and has a strong international orientation.

         Reporting, Accounting and Auditing. Singaporean reporting, accounting
and auditing standards differ substantially from U.S. standards. In general,
Singaporean corporations do not provide all of the disclosure required by U.S.
law and accounting practice, and such disclosure may be less timely and less
frequent than that required of U.S. corporations.


         Size of Equity Markets. As of November 30, 2000, the total market
capitalization of the Singaporean markets was approximately SGD 272 billion or
US$ 155 billion.


         The South African Equity Markets

         General Background. The Johannesburg Stock Exchange (JSE), established
in 1887, is the only stock exchange in South Africa. Its major traded shares
have been mining and gold stocks, such as De Beers and the Anglo American
Corporation of South Africa. The minerals-related sectors still account for 14%
of the market's capitalization, although there are now many other important
sectors including banking, insurance, industrials and leisure. The market
capitalization of the JSE has grown enormously from ZAR 13.3 billion in 1970 to
approximately ZAR 1022.0 billion in 1995.

         Reporting, Accounting and Auditing. South African reporting, accounting
and auditing standards differ substantially from U.S. standards. In general,
South African corporations do not provide all of the disclosure required by U.S.
law and accounting practice, and such disclosure may be less timely and less
frequent than that required of U.S. corporations.


         Structure of Equity Markets. As of November 30, 2000, the total market
capitalization of the South African equity markets was approximately ZAR 1,428
billion or US$ 184 billion.


         The South Korean Equity Markets

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<PAGE>

         General Background. After the formation of South Korea in 1948, the
government issued Farmland Compensation Bonds to landowners in exchange for
their farmland, and Kunkuk Bonds to cover their financial debt. The Daehan Stock
Exchange was established in 1956 to enable trading of these bonds. The South
Korea Stock Exchange was established several years later. The government enacted
the Securities and Exchange Law in January 1962 as part of the First Five Year
Economic Plan. The law was intended to help South Korean companies arrange funds
for economic development by using the stock market. Within a year the market
boomed and crashed.

         The Securities and Exchange Law was amended in April 1962 to impose
stricter regulatory measures on the operation of the securities market. The
stock exchange became a non-profit, government-owned corporation called the
South Korea Stock Exchange. However, the securities market was unable to
overcome the aftermath of the crash and entered a period of inactivity.

         In 1967, as part of the Second Five Year Economic Plan, the government
encouraged the public to invest in the stock market by increasing the number of
listed companies and the acceptability of equity shares. Tax advantages were
given to companies that went public. Further legislation was passed in 1972 to
encourage share flotation in the belief that corporations would reduce their
high financing costs by converting bank loans into share capital.

         As a result of these market measures, the number of listed companies
started to increase. The Securities and Exchange Commission and its executive
body, the Securities Supervisory Board, were established to strengthen investor
protection.

         The South Korea Securities Settlement Corporation, since renamed the
South Korea Depository Corporation (KSD), was set up in 1974 to act as the
clearing agent for the stock exchange and as the central depository. In 1977,
the South Korea Securities Computer Corporation was established as an electronic
data processing center for the securities industry to enable members to transmit
orders directly to the trading floor.

         In 1981, the government announced its long-term plans for opening the
South Korean securities market to foreigners. International investment trusts
were established and the South Korea Fund and the South Korea Europe Fund were
incorporated overseas. In 1985, the government began to allow some domestic
corporations to issue convertible bonds, bonds with warrants and depository
receipts overseas. The government also eased controls to allow domestic
institutional investors to invest in foreign securities. In December 1988, a
new, detailed plan was put forward for the internationalization of the capital
market from 1989 to 1992. A more open capital market was proposed to improve the
financial structure of domestic firms and to strengthen their international
competitiveness. The firms would be given access to an expanded and revitalized
domestic capital market and cheaper sources of financing in the international
markets. The stock market began to be opened to foreign investors in January
1992.

         Reporting, Accounting and Auditing. South Korean reporting, accounting
and auditing standards differ substantially from U.S. standards. In general,
South Korean corporations do not provide all of the disclosure required by U.S.
law and accounting practice, and such disclosure may be less timely and less
frequent than that required of U.S. corporations.


         Structure of Equity Markets. As of November 30, 2000, the total market
capitalization of the South Korean equity markets was approximately KRW 192,535
billion or US$ 158 billion.


         The Spanish Equity Markets

         General Background. The Securities Market Act (LMV) recognizes the
following as official secondary markets:

         o        stock exchanges;
         o        the public debt market organized by the Bank of Spain; and
         o        futures and options markets.

         Stock exchanges in Spain (Madrid, Bilbao, Barcelona and Valencia) are
the official secondary markets which trade shares and convertible bonds or those
which grant the right of purchase or subscription. Issuers of

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<PAGE>

shares go to the stock market as the primary market, where they formalize
transactions or capital increases. Fixed-income securities (both governmental
and private sector debt) are also traded on the stock market.

         The organization and functioning of each stock exchange is the
responsibility of each respective governing body (Sociedad Rectora), each of
which is a limited company whose sole shareholders are the dealer-brokers and
brokers and the stock exchanges themselves. The Sociedad de Bolsa, established
by the four stock exchanges, is responsible for the technical management of the
computerized trading system, which operates at a national level. Under the LMV,
the National Securities Market Commission (CNMV) is responsible for supervising
and inspecting the securities markets as well as the activity of all individuals
and companies who deal with the markets. It has the power to punish and other
functions.

         These Spanish futures and options markets are organized by the holding
company MEFF (Mercado Espanol de Futuros Financieros) Sociedad Holding and two
subsidiaries: MEFF Renta Variable (equities), based in Madrid, and MEFF Renta
Fija (fixed-income securities), based in Barcelona. MEFF Renta Variable manages
the trading of options and futures on the Ibex-35 stock index, and individual
options on certain shares. MEFF Renta Fija manages the trading of futures and
options on interest rates and bonds.

         Bonds, Treasury bills and debt issued by other public administrations
and organizations are traded in the public debt market. These securities are
also traded at the same time on the stock market, which has a specific trading
system for them. The Bank of Spain's Book-Entry Office is responsible for
supervising the public debt market.

         Reporting, Accounting and Auditing. Spanish reporting, accounting and
auditing standards differ substantially from US standards. In general, Spanish
corporations do not provide all of the disclosure required by US law and
accounting practice, and such disclosure may be less timely and less frequent
than that required of US corporations.


         Size of Equity Markets. As of November 30, 2000, the total market
capitalization of the Spanish equity markets was approximately EUR 372 billion
or US$ 324 billion.


         The Swedish Equity Markets

         General Background. Organized trading of securities in Sweden can be
traced back to 1776. Although the Stockholm Stock Exchange was founded in 1864,
the real formation of a stock exchange in an international sense took place in
1901. The statutes of the Stock Exchange were modified in 1906 and, from the
beginning of 1907, commercial banks were admitted as members. During the 1970s,
the Stockholm market had low turnover and dull trading conditions. The market
started to climb in 1980 and for several years Stockholm was one of the best
performing stock markets, in terms of both price and volume growth. This
regeneration of a market for risk capital was reflected in the large number of
companies introduced in the early 1980s. The Stockholm Stock Exchange is
structured on a membership basis, under the supervision of the Bank Inspection
Board. The Board consists of 11 directors and one chief executive. The directors
of the Board are elected by the Swedish government, the Association of the
Swedish Chamber of Commerce, the Federation of Swedish Industries and the member
companies of the Stock Exchange. There are three different markets for trading
shares in Sweden. The dominant market is the A-1 list, for the largest and most
heavily traded companies. The second market is the over-the-counter market,
which is more loosely regulated than the official market and caters to small-
and medium-sized companies. The third market is the unofficial parallel market,
which deals in unlisted shares, both on and off the exchange floor. The shares
most frequently traded on this market are those which have been de-listed from
other markets and those that are only occasionally available for trading.

         On July 1, 1999, the Stockholm Stock Exchange and OM Stockholm merged
to create the OM Stockholm Exchange - OM Stockholmsborsen AB. In addition, the
Stockholm Stock Exchange and the Copenhagen Stock Exchange have signed an
agreement covering a common Nordic securities market, NOREX.

         There are also two independent markets for options - the Swedish
Options Market (OM) and the Swedish Options and Futures Exchange (SOFE), which
offer calls, puts and forwards on Swedish stocks and stock market indices.

                                       17
<PAGE>

         Reporting, Accounting and Auditing. Swedish reporting, accounting and
auditing standards differ substantially from US standards. In general, Swedish
corporations do not provide all of the disclosure required by US law and
accounting practice, and such disclosure may be less timely and less frequent
than that required of US corporations. The basic concepts used are historical
cost, going concern, accrual basis, consistency and prudence.


         Size of Equity Markets. As of November 30, 2000, the total market
capitalization of the Swedish equity markets was approximately SEK 3,110 billion
or US$ 310 billion.


         The Swiss Equity Markets

         General Background. There are three principal stock exchanges in
Switzerland, the largest of which is Zurich, followed by Geneva and Basle. The
Geneva exchange is the oldest and was formally organized in 1850. The Basle and
the Zurich exchanges were founded in 1876 and 1877, respectively. The Geneva
Exchange is a corporation under public law and in Zurich and Basle the exchanges
are institutions under public law. There are three different market segments for
the trading of equities in Switzerland. The first is the official market, the
second is the semi-official market, and the third is the unofficial market. On
the official market, trading takes place among members of the exchange on the
official trading floors. Trading in the semi-official market also takes place on
the floors of the exchanges, but this market has traditionally been reserved for
smaller companies not yet officially accepted on the exchange. Unofficial market
trading is conducted by members and non-members alike. Typical trading on this
market involves shares with small turnover. Both listed and unlisted securities
can, however, be traded on this market.

         Since July 1998, SWX has provided facilities for electronic trading in
Eurobonds. Repo SWX, the first electronic market for repos with integrated
clearing and settlement, was inaugurated in June 1999. In addition, SWX launched
a new market segment for emerging-growth companies in July 1999, under the name
SWX New Market. Eurex, the first trans-national derivatives market, is a
co-operative venture between the SWX Swiss Exchange and Deutsche Borse Ag, each
of which holds a 50% stake. Eurex is the largest derivative exchange in the
world.

         Reporting, Accounting and Auditing. Swiss reporting, accounting and
auditing standards differ substantially from US standards. In general, Swiss
corporations do not provide all of the disclosure required by US law and
accounting practice, and such disclosure may be less timely and less frequent
than that required of US corporations.


         Size of Equity Markets. As of November 30, 2000, the total market
capitalization of the Swiss equity markets was approximately CHF 1,240 billion
or US$ 714 billion.


         The Taiwanese Equity Markets

         General Background. The Taiwan Stock Exchange, in Taipei, is the only
stock exchange in Taiwan. Its roots can be traced to the Land Reform Movement of
1953. The government bought tracts of land from large landowners and paid for
them with bonds and shares in government-owned companies. The need to trade
those shares and bonds gradually bred the formation of a fledging
over-the-counter market. As the economy prospered, the importance of a
securities market was recognized. The government established the Securities
Market Research Committee to study the feasibility of a formal stock market.
Consequently, the Securities and Exchange Commission (SEC) was established on
September 1, 1960, as a department of the Ministry of Finance. The Taiwan Stock
Exchange (TSE) was founded a year later and officially commenced operation in
February 1962.


         In the exchange's first year, there were 18 listed companies with an
average trading volume of TWD 1,647,760. By 1963, there were 23 listed
companies; by 1980, there were 100; and by 2000 there were 531. As listings
steadily increased, the market remained stable for several years. Since then,
the number of brokerage firms has multiplied and limitations on foreign
investors have recently been relaxed.


         Reporting, Accounting and Auditing. Taiwanese reporting, accounting and
auditing standards differ substantially from US standards. In general, Taiwanese
corporations do not provide all of the disclosure required by

                                       18
<PAGE>

US law and accounting practice, and such disclosure may be less timely and less
frequent than that required of US corporations.


         Structure of Equity Markets. As of November 30, 2000, the total market
capitalization of the Taiwanese equity markets was approximately TWD 8,918
billion or US$ 270 billion.


         The Thai Equity Markets

         General Background. The Bangkok Stock Exchange Co. Ltd. (BSE) was
established in 1962 as a partnership; it was the first organized stock exchange
in Thailand. There was little trading on the exchange, and the BSE acted as an
indicator of current share prices rather than as a center for trading. In 1974,
the Securities Exchange of Thailand Act established a new exchange called the
Stock Exchange of Thailand (SET). The SET started trading on April 30, 1975.

         Reporting, Accounting and Auditing. Thai reporting, auditing and
accounting standards differ substantially from U.S. standards. In general, Thai
corporations do not provide all of the disclosure required by U.S. law and
accounting practice, and such disclosure may be less timely and less frequent
than that required of U.S. corporations.


         Structure of Equity Markets. As of November 30, 2000, the total market
capitalization of the Thai equity markets was approximately THB 1,192 billion or
US$ 27 billion.


         The Turkish Equity Markets

         General Background. The Istanbul Stock Exchange (ISE), which was formed
in 1866 and closed in 1938 because of domestic and international economic
conditions, was reactivated following the enactment of the Capital Market Law in
July 1983 and Decree No. 91, which was issued in October 1983. Trading at the
ISE was reinitiated in January 1986 in Istanbul and moved in May 1995 to new,
fully automated headquarters at Istinye. Development banks, commercial banks and
brokerage houses are eligible for membership in the ISE.

         The Turkish equities market consists of the national market on which
198 stocks are traded, a regional market on which 13 stocks are traded and a new
companies market, which is not yet fully operational. The new companies market
will feature newly established, yet promising, companies that are not eligible
to trade on the national market.

         The bonds and bills market features markets in government bonds and
treasury bills, corporate bonds, revenue sharing certificates and repurchase
agreements.

         Reporting, Accounting and Auditing. Turkish reporting, auditing and
accounting standards differ substantially from U.S. standards. In general,
Turkish corporations do not provide all of the disclosure required by U.S. law
and accounting practice, and such disclosure may be less timely and less
frequent than that required of U.S. corporations.


         Structure of Equity Markets. As of November 30, 2000, the total market
capitalization of the Turkish equity markets was approximately TRL 47,457,380
billion or US$ 0.70 billion.


         The United Kingdom Equity Markets

         General Background. The UK is Europe's largest equity market in terms
of aggregate market capitalization. Trading is fully computerized under the SETS
System for FTSE- 100 (and 83 other) stocks and the Stock Exchange Automated
Quotation System (SEAQ) operates for international equities. The London Stock
Exchange exists alongside Tradepoint, while there is also a network of regional
offices. The London Stock Exchange has the largest volume of trading in
international equities in the world.

         Reporting, Accounting and Auditing. Despite having a great deal of
common purpose and common concepts, the accounting principles in the UK and the
US can lead to markedly different financial statements. In the global market for
capital, investors may want to know about a company's results and financial
position under their

                                       19
<PAGE>

own principles. This is particularly so in the US capital markets. The
overriding requirement for a UK company's financial statements is that they give
a `true and fair' view. Accounting standards are an authoritative source as to
what is and is not a true and fair view, but do not define it unequivocally. Ad
hoc adaptations to specific circumstances may be required. In the US, financial
statements are more conformed because they must be prepared in accordance with
GAAP.


         Size of Equity Markets. As of November 30, 2000, the total market
capitalization of the United Kingdom equity markets was approximately GBP 1,773
billion or US$ 2,514 billion.

Regional and Country-Specific Economic Considerations.
------------------------------------------------------

         Europe. In 1986, the member states (the "Member States") of the
European Union (the "EU") signed the "Single European Act," an agreement to
establish a free market. The development of a unified common European market has
promoted the free flow of goods and services.

         The Maastricht Treaty on economic and monetary union ("EMU") was
intended to provide its members with a stable monetary framework. On January 1,
1999, the third and final stage of EMU began with the establishment of a
currency union encompassing 11 of the 15 Member States of the European Union
("EU") - Austria, Belgium, Finland, France, Germany, Ireland, Italy, Luxembourg,
the Netherlands, Portugal, and Spain. On that date, these countries locked their
exchange rates and adopted the euro as their common currency, with monetary and
exchange rate policy determined by area-wide institutions. Thus, each of these
countries gave up the possibility of independent monetary and exchange rate
policy. Greece adopted the euro on January 1, 2001.

         EMU does not change the locus of responsibility for policies other than
monetary and exchange rate policies. Policies affecting external trade and the
integration of internal markets were already a matter of EU competence. Fiscal
and labor market policies continue to be created mostly at the national level,
albeit subject to closer surveillance by EU institutions. The Stability and
Growth Pact (SGP), concluded in June 1997, set out the procedures for
surveillance of national fiscal policies, strengthening the framework provided
in the Maastricht Treaty. Also, the Treaty of Amsterdam, signed in October 1997,
explicitly recognized labor market policies as a matter of common concern and
set out procedures for their surveillance. Except for monetary and exchange rate
policies, area-wide decision making and surveillance are the responsibility of
institutions of the EU as a whole. It has been agreed that ministers of
euro-area countries can meet (as the Euro-12 Group), to discuss issues related
to the single currency, but that formal surveillance and coordination decisions
will be the prerogative of the full EU Council of Ministers ("ECOFIN"). The
euro-area rivals the United States in terms of output and trade. The delineation
of monetary, fiscal, and structural policy responsibility between the euro-area
institutions and national governments helps assign responsibility for these
policies, but also complicates their coordination.



         Austria. Austria has a well-developed market economy based on commerce
and manufacturing. The gross national product ("GNP") has grown moderately and
the gross domestic product ("GDP") is primarily generated by manufacturing,
finance, commerce, administration and defense. The strongest sector of the
economy is manufacturing, which accounts for about 26% of the GDP. The GNP per
capita is about average among EU countries. Austria's natural resources include
iron ore, oil, timber, magnetite, lead, coal, lignite, copper, and hydropower
and they contribute to a highly developed and successful industrial economy. The
chief industries are construction, machinery, vehicles, food, chemicals, wood
processing, paper, communications equipment, and tourism.

         Austria, a federal republic, generally has a high standard of living,
which is closely tied to other EU economies, especially Germany's. Business
confidence has remained buoyant given the competitive position of Austria's
industry, strong foreign investment and good export opportunities. Austrian
exports have grown strongly, which has been helped by growth within the EU and a
continued weakening of the euro. Export growth is particularly pronounced in
food, machinery and transport equipment. Imports are strong in raw material,
machinery and transport equipment. The principal importer of Austrian products
is Germany, followed by Italy and Switzerland.

         Economic growth has accelerated in Austria, culminating in 3.5% GDP
growth in the first half of 2000. The depreciation of the euro and the recovery
in Austria's export market contributed to the overall favorable

                                       20
<PAGE>

outlook. Private consumption increased and remained at a strong 3% and export
growth accelerated to 9% in response to the recovery in Austria's main export
market. The labor market continued to experience rapid increases in employment,
mainly taking place in public job programs and in the service sector. Part-time
employment experienced greater growth than full-time employment. Unemployment
fell to approximately 4.5% in the second half of 2000, although it is expected
to increase due to recent labor reforms.

         Consumer price inflation increased to 3% in the first of half of 2000,
driven by higher oil prices, following a deceleration to 0.2% a year earlier.
Exports of goods and services remained strong at 8.8% and import growth should
remain constant in response to the high level of domestic demand. The
government's ongoing fiscal consolidation effort centered on reducing pension
expenditures and government employment. While the deficit has been decreasing
recently, there is concern interest rates will rise.

         Over the Fund's fiscal year ended August 31, 2000, the Austrian equity
market performed weakly.

         Unlike many other European markets, Austria continued to be dominated
by so-called "old economy" banking and utilities companies. The MSCI Austria
Index's largest stock as of August 31, 2000, was Bank Austria, which accounted
for more than 32% of the index. Its second-largest stock as of that date was
Verbund Oesterreich Elektrik, an electric-utilities company that, unlike other
European utilities firms, has not ventured extensively into higher-growth areas
such as telecommunications and the Internet. Political issues also weighed on
the Austrian market at various times. The controversy surrounding Georg Haider
put the country at odds with the European Union in early 2000, as did Austria's
slow progress in deregulating its domestic telecommunications market.

         Toward the end of the fiscal year ended August 31, 2000, however, the
Austrian market was buoyed by positive sentiment. Investors viewed the news that
Bank Austria had agreed to be acquired by Germany's HypoVereinsbank as a
potential spark for further consolidation in Austria. The deal, if successfully
completed, would be the largest takeover in Austria's history. In addition, the
Austrian economy continued to show signs of health over the past year.

         Belgium. Belgium is a modern private enterprise economy largely based
on a diversified industrial and commercial base. The chief industries include
engineering and metal products, motor vehicle assembly, processed food and
beverages, chemicals, basic metals, textiles, glass, petroleum, and coal.
Industry is mainly concentrated in Northern Belgium. Belgium imports high
quantities of raw materials used in the manufacturing of its goods. The GNP per
capita is about average among EU countries. The GDP is only slightly above the
EU average and is mainly attributable to the agricultural sector. Traditionally,
Belgium's natural resources have been concentrated in coal, steel and textiles,
however these have declined in recent years.

         Belgium, a federal parliamentary democracy, has attempted to simplify
its fiscal system by reducing the burden of income tax on companies and workers.
Tax reforms are directed towards employees and companies, as Belgian employees
carry a much higher tax burden than workers in neighboring countries. The
government has increased expenditures for new jobs, unemployment benefits, and
social services, forcing the government to borrow from abroad. The most recent
election resulted in a historic shift of power to Guy Verhofstadt's
`blue-red-green' coalition (made up of French-and-Dutch speaking Liberals,
Socialists and Greens). The coalition has attempted to restore public confidence
after a series of political scandals.

         Belgium shows a high degree of economic openness. It is therefore
extremely sensitive to economic developments abroad and, in particular, to those
occurring in the EMU. Activity in Belgium fluctuates almost exactly in line with
that of the euro area. The latest economic developments are no exception in that
respect. The depreciation of the euro has boosted the international
competitiveness of Belgian firms, which will also benefit from a period of broad
wage moderation and further cuts in employer's social security contributions.

         The Belgian employment rate typically is lower than the rest of the
EMU. The unemployment rate fell to 8.6% in 2000 shrinking from the previous
years. Employment has continued to grow at a rapid pace with wage and
compensation per employee expected to accelerate. Belgium's consumer price
inflation reached 3.3% in September, reflecting increases in oil prices and euro
weakness. Real GDP growth appeared around 3.75% in early 2000, compared with
2.75% in 1999, despite a slow-down in the last months.

                                       21
<PAGE>

         Over the Fund's fiscal year ended August 31, 2000, the performance of
the Belgian equity market was weak. In large part this was because it continues
to be dominated by so-called "old economy" companies in the financial services
and electric-utilities industries. As of August 31, 2000, the market's three
largest stocks were financial services firm Fortis Belgium, electric-utilities
company Electrabel, and banking firm Kredietbank. These firms had weightings in
the MSCI Belgium Index of 30.0%, 15.5%, and 18.0%, respectively. Stocks such as
these generally under performed "new economy" stocks in the technology, media
and telecommunications industries in the one-year period. Belgium's banking and
utilities stocks were also negatively affected by rising interest rates.

         In March and again in May, however, Fortis reported
stronger-than-expected earnings and its shares rose, helping the Belgian market
recover some of its losses for the period. Now Europe's largest combined banking
and insurance company, Fortis has also benefited from its 1999 purchase of
American Banking Insurance Group.

         The Belgian market was also supported by relatively good economic
conditions over the past year. Although not as robust as other European
economies, Belgium has benefited somewhat from a better fiscal environment,
lower unemployment and accelerating global growth.

         In March 2000, the Brussels Stock Exchange announced that it planned to
merge with the Amsterdam and Paris stock exchanges. Such an exchange would be
second in size only to London among European markets. In addition, the Belgian
firm Interbrew launched an initial public offering in November 2000. Interbrew
is now the world's second-largest brewer.

         France. France is a modern capitalist society considered to be one of
the major economic powers of the world, ranking along with such countries as the
United States, Japan and Germany. French GNP is about average among EU members,
but it is growing rapidly as the nationalization of industry takes place. The
chief industries include steel, machinery, chemicals, automobiles, metallurgy,
aircraft, electronics, mining, textiles, food processing, and tourism. France is
also a major exporter of dairy products, wine, wheat and tinned fruit and
vegetables.

         The government of France is a multiparty democracy dominated by a
strong executive. The government retains considerable influence over key
segments of each sector, with majority ownership of railway, electric, aircraft,
and telecommunication firms, although the government is relaxing control over
these areas. Large-scale privatization has taken place with such companies as
France Telecom, Air France, Aerospatiale, and Credit Lyonnais, which had been
hurt by years of high interest rates. The government plans to make restructuring
more costly and short-term labor contracts (used to encourage labor flexibility)
more expensive for companies. France employs a generous and comprehensive system
of social welfare benefits providing generous benefits for unemployment, sick
leave, childcare and maternity benefits.

         After 3.2% growth in 1999, the French economy was growing at an
annualized 3.6% in the first half of 2000, driven chiefly by strong domestic
demand. A pick-up in exports on the back of the recently weak euro, "new
economy" activity and the recovery in emerging markets also had a positive
effect on the French economy.

         The accumulated impact of three years of growth in France has been to
push job creation to a 30-year high. At mid-year, employment growth was running
at an annualized 3.2%, or the equivalent of about 439,000 new jobs a year. The
strongest growth was in the services sector and construction, with industrial
employment growing at about half the annualized average. The introduction in
February 2000 of the wage-moderating 35-hour week - the government's flagship
policy - also appeared to have a positive impact, though many new jobs were
generated as part of youth schemes and in temporary and part-time work. From a
post-war peak of 12.5% in June 1997, or 3,200,000, (3.2 million) unemployment
had dropped to 9.8%, or 2,371,300, at the end of the first quarter of 2000.

         Other key indicators point to the health of the French economy.
Household consumption is up, as are housing starts, construction permit issues
and new car registrations. At the same time, inflation has dropped to around (an
annualized) 0.5% due to low raw material prices, increased competition and
productivity gains from new technology and Internet-related activity. However,
the poor external performance of the euro - chiefly against the U.S. dollar -
was beginning, in September 2000, to fuel concerns about inflation.

         But France's biggest economic problem remains its high budget deficit.
At present the government is committed to lowering the deficit to 1.5% of GDP
and to reduce it to 0.3% of GDP by 2002.

                                       22
<PAGE>

         The past year was an exceptional period for the French equity market,
driven by stocks in a variety of sectors. During the period, the French market
was one of Europe's top performers.

         Telecommunications and media-related stocks led the French market over
much of the reporting period. Shares of the largest stock in the MSCI France
Index, France Telecom, rose as investors favored TMT (technology,
telecommunications and media) issues. Weak areas during the fiscal year ended
included a number of "old economy" stocks in areas such as food, household
products and financial services. The latter were hurt by rising interest rates.
Nonetheless, stocks such as TotalFinaElf -- the second-largest stock in the MSCI
France Index -- have continued to provide some support for the French market.
TotalFinaElf shares rose along with the price of crude oil.

         Toward the end of 2000, growth-oriented stocks were once again leading
the Paris Stock Exchange.

         Germany. Germany is a prosperous capitalistic society largely based on
services and manufacturing. Manufacturing represents 35% of the GDP, and has
made Germany the third largest economy in the world. Germany's industries are
among the world's largest and technologically advanced producers of iron, steel,
coal, cement, chemicals, machinery, vehicles, machine tools, electronics, food
and beverages; shipbuilding; and textiles. The GNP per capita is very high among
the EU countries. Germany's natural resources contribute to a strong economy and
include iron ore, oil, timber, magnetite, lead, coal, lignite, copper, and
hydropower.

         Germany, with a federal republic type of government, is intent on
promoting growth with the reformation of the tax system, reducing labor costs,
and by introducing a fiscal consolidation program. However, Germany's generous
social benefits have pressured Germany's free-market economy. High unemployment
and welfare costs remain a long-term problem. Additionally, transforming Eastern
Germany into a modern market economy has been more difficult and costly than
anticipated initially.

         According to new measures of national account data, economic activity
accelerated further in the first half of 2000 when real GDP increased at an
annual rate of some 3 1/2%. Exports continued to grow at double-digit rates,
although the net contribution of the external sector to GDP growth was slightly
lower than in the previous half year. Employment growth also picked up in the
first half of 2000, to an annual rate of 1.8%. Part-time employment of new
entrants into the labor market contributed to the increase. Accelerating oil
prices and the depreciation of the euro also shaped the development of inflation
rates.

         Although Germany has faced substantial problems in the wake of
reunification between West and East Germany, a number of factors converged to
make the MSCI Germany Index one of Europe's best performers for the Fund's
fiscal year ended August 31, 2000.

         Corporate restructuring and growing pro-business sentiment on the part
of the government attracted new investors and capital to the German market last
year. One of the most positive developments, in the eyes of investors, was the
government's plan to significantly reduce corporate and personal income taxes.
The German government also announced that it would abolish the 50% capital gains
tax previously levied on corporations when they sold shares in other companies.
Investors greeted this last reform with enthusiasm, as it will allow German
corporations to unwind the extensive network of cross shareholdings and permit
restructuring.

         The tax reforms added fuel to the rally already underway. The German
equity market had been on the upswing throughout late 1999 and early 2000,
thanks to strength in its telecommunications and technology-related stocks.
Deutsche Telekom ("DT"), by far the largest stock in the MSCI Germany Index,
appreciated steadily through March. The positive sentiment toward DT diminished
during the spring, however. Like other telecommunications providers, DT has
faced some uncertainty because the cost of building third generation wireless
networks appears to be much higher than previously expected.

         Greece. Greece is a free enterprise economy, with the public sector
accounting for about half of the GDP. The public sector accounts for about 27%
of the economy. The chief industries include tourism; food processing, textiles,
chemicals, metal products, mining, and petroleum. Tourism is a key industry,
providing a large portion of

                                       23
<PAGE>

the GDP and foreign exchange earnings. Greece is a major beneficiary of EU
subsidies and is considered to be the least developed country within the
European Union.

         Greece is a constitutional republic and multi-party parliamentary
democracy, and its government is intent on diminishing the degree of state
control in the economy and reducing unemployment. Although the Socialist
Government of the 1980s had a reputation for profligacy and financial
irresponsibility, the current government has proved to be a more prudent manager
of the economy. It has kept many of the former conservative government's
stabilization measures and negotiated a tripartite social contract between the
government, employers and workers. This has enabled the unions to have some
input into the economic policy but has allowed the government to maintain
primary control over wage levels.

         The government has tightened the economy with the goal of qualifying
Greece to join the EU's single currency (the euro) in 2001. As a result, the
economy has improved steadily over the last few years. In particular, Greece has
cut its budget deficit to below 2% of GDP and tightened monetary policy, causing
inflation to fall below 4% by the end of 1998, the lowest rate in 26 years.
Still, restructuring of the economy and the reduction of unemployment remain
major challenges.

         Retail sales weakened in early 2000, due to the waning effect of
reductions in the car sales tax and the stock market slump. However, lower
interest rates and the 1999 tax/benefit package are expected to reinvigorate
household spending. Headline inflation has picked up to 3% in September 2000,
reflecting higher oil prices, the depreciation of the drachma and the waning
effects of indirect tax cuts. Core inflation has, however, remained low even
though it increased to 2% in September 2000.

         Italy. Italy is a developed industrial economy with a mixed private and
publicly-owned economy. The chief industries include construction, machinery,
vehicles, food, chemicals, lumber, paper, communications equipment, and tourism.
Italy's economy remains divided between its prosperous north and poorer south,
reflected in almost full employment in the former and unemployment levels well
over 20% in the latter. The country's GDP grew by a modest 1.3% in 1998 and an
even more modest 1.2% in 1999, around half the average for other EU economies.
However, the continued recovery in construction investment and increased exports
provided some encouraging signs of economic growth.

         Italy has a republican form of government and is working to stimulate
employment, promote wage flexibility, encourage growth in pensions, and tackle
the informal economy. It is also working to support a rapidly aging population
and a social security system skewed in favor of pensions. The dire prospect is
that by 2020 all of Italy's earned income will be needed to pay the pension
bill. The need for reform is urgent, but firmly resisted by Italy's powerful
trade unions, whose membership is largely made up of retirees or others on the
verge of retirement. In current circumstances, Italy's finely-balanced
center-left coalition Government is unlikely to take bold action to reduce
pensions.

         Italy's economic strength lies in manufacturing, mainly through
networks of small and medium-sized companies, producing, in particular, machine
tools and consumer goods. Two key service sectors are tourism and the rapidly
expanding telecom industry. Since mid-1990, industrial production has recovered
substantially and the level of capacity utilization is the highest since early
1990. The upswing in industrial production has to a large extent been driven by
the solid performance of real merchandise exports, which rose by 9% in the first
half of 2000. The weakness of the euro and expanding foreign markets have
increased export demand. As a result, the rate of consumer price inflation hit 2
1/2% in the third quarter of 2000, the highest level since early 1997.

         Currently, after having reached the much-desired EMU target and having
consolidated its public finances, the aim of the government is to rekindle
growth, while pursuing a systematic and continued reduction of the public debt.
The Italian economy has been characterized in recent years by the attempt to
reduce the significant public deficit, and to reverse the dynamic of the public
debt. At 2.6% in the second quarter (annual rate), real GDP was below
expectations and represented a deceleration compared with the 3% registered in
the previous quarter.

         As with other European markets, the fortunes of Italy's stock exchange
were tied closely to those of its telecommunications stock. As of August 31,
2000, Telecom Italia Mobile SpA and Telecom Italia made up a collective 28.5% of
the MSCI Italy Index.

                                       24
<PAGE>

         From August 31, 1999 through mid-March 2000, shares of Telecom Italia
Mobile and Telecom Italia rose sharply. Investors were excited about not only
the outlook for continued strong growth in Europe's telecommunications market,
but also those companies' expansion into new businesses such as the Internet. In
March 2000, however, these stocks fell along with other TMT stocks. Exacerbating
the decline in telecom stocks was the growing realization that the cost of
building third generation wireless networks would be much higher than previously
expected.

         Offsetting the performance of these stocks was the financial services
sector of the MSCI Italy Index. Banks such as ENI, the third largest stock in
the MSCI Italy Index as of March 31, 2000, were hurt by concerns that inflation
was rising sharply and interest rates would soon follow suit.

         The Netherlands. The Netherlands is a highly industrialized nation
maintaining a prosperous and well-developed economy. Emerging from a deep
recession in the 1980s, the Dutch economy has become one of the fastest growing
in Europe. The pace at which new jobs are generated is close to that of the
United States. Industrial activity is predominantly in food processing,
chemicals, petroleum refining, and electrical machinery. A highly mechanized
agricultural sector employs no more than 4% of the labor force but provides
large surpluses for the food-processing industry and for exports. The
Netherlands rank third worldwide in value of agricultural exports, behind the US
and France. Strong 3.8% GDP growth in 1998 was followed by an only slightly
lower 3.4% expansion in 1999. Natural resources include natural gas, petroleum,
and arable land.

         The Dutch government - a constitutional monarchy - attempts to keep the
economy in private hands. Postwar industrial development has been consciously
stimulated by government policy, and state subsidies have been granted to
attract companies interested in developing the northern provinces. Despite these
subsidies, the western provinces remain the center of new industry, especially
in the services sector.

         In the first half of 2000, the Dutch economy expanded by about 4.5%
compared with 3.9% in 1999 as a result of export led growth. The unemployment
rate has decreased to 2.4% in the second quarter of 2000. Despite a tight labor
market, collective wage agreements entered into this year have provided for
relatively moderate pay rises only. Consumer price inflation increased to 2.5%
in August 2000, but underlying inflation remained at around 1.5%.

         The export-driven Dutch equity market benefited from accelerating
global growth and other favorable trends over the past year. Not only did demand
increase generally worldwide, but the price of crude oil also rose
substantially. That trend benefited Royal Dutch/Shell Petroleum, which made up
more than one fourth of the MSCI Netherlands Index as of August 31, 2000. Higher
global demand also helped to lift the second-largest stock in the MSCI
Netherlands Index, Philips Electronics. Its third-largest stock,
telecommunications firm KPN, enjoyed very positive investor sentiment toward
telecom stocks.

         Yet this last trend did not boost the Dutch market as much as other
European markets, given the Netherlands' relative shortage of technology stocks.
Its financial services stocks, another big component of the MSCI Index, were
pressured by rising interest rates during the reporting period.

         Spain. Spain's mixed capitalist economy supports a GDP that on a per
capita basis is 75% of the four leading West European economies. The past five
years, in particular, have witnessed a sustained period of economic reform and
adjustment, with strong rates of GDP growth. Spain's economy now ranks as the
5th largest in the EU, and is valued at some USD 596 billion. The chief
industries include textiles, food and beverages, metals and metal manufactures,
chemicals, shipbuilding, automobiles, machine tools, and tourism. Spain's
natural resources include coal, lignite, iron ore, copper, kaolin, potash,
hydropower, and arable land.

         Spain's parliamentary monarchy has attempted to introduce tax reforms
and has continued to advocate privatization, liberalization and deregulation of
the economy. Spain was one of the first countries to launch the European single
currency in 1999. However, following Spain's entry into the EMU, there has been
concern that Spain's high inflation rate will fuel new wage pressures,
endangering Spanish competitiveness. Nevertheless, the Spanish economy is now
into its fourth successive year of strong growth. All of Spain's macroeconomic
variables, with the major exception of unemployment, are positive. In recent
years, the labor market has continued to improve, with national account
employment growing at more than 3% per year. In 1994 and again in 1997, reforms
in the

                                       25
<PAGE>

labor market were undertaken, mainly to ease the rigid regulations that govern
permanent job contracts. The recent strong economic growth and new reforms to
improve the flexibility of the labor market have decreased the rate of
unemployment by 1.75 percentage points to 13.7% in the year up to the third
quarter of 2000 compared to 16% in 1999. The government also faces the
challenges of addressing the domestic concerns of controlling inflation, which
rose during the summer to 2.8%. In October 2000, consumer price inflation was
4.0%, pushed up by the oil price hike and the depreciation of the euro.

         Like those of several of its European neighbors, Spain's equity market
was lifted by a number of positive trends in late 1999 and early 2000. Along
with other markets, its performance weakened somewhat in the spring and summer
of 2000.

         TMT stocks led the market in the fall of 1999 and winter of 2000.
Shares of Telefonica surged on positive sentiment toward telecom in general and
Telefonica's rapid growth in particular. The company, which made up just over
30% of the MSCI Spain Index as of August 31, 2000, is Spain's largest by market
capitalization. Although Telefonica has faced increased competition in its home
market, investors have responded positively to its rapid expansion into new
sectors (such as Internet access) and markets outside Spain. Some of this
goodwill dissipated in the spring of 2000, however, amid a global sell-off in
telecommunications stocks.

         The same was true of Spain's banking shares, another key component of
its equity market. BSCH Banco Santander Central and BBVA Group, which together
made up almost 35% of the MSCI Spain Index as of August 31, 2000, were beset by
real and expected interest rate hikes. But they, too, were supported by
investors' positive view of their expansion plans. Like Telefonica, BSCH and
BBVA are no longer considered "value stocks," due to their rapid growth in Latin
America and elsewhere in Europe.

         Overall growth in Spain's economy remained robust during the first half
of 2000. In fact, the economy's strength has prompted concern that it is
overheating. In July 2000, inflation hit a four year high in both Spain and
France, prompting speculation that the European Central Bank would hike interest
rates.

         Portugal. Portugal has a developing capitalist economy with mixed
private and public ownership of businesses. Portugal's per capita GDP is
two-thirds that of the largest West European economies. Portugal is one of the
smallest countries in Europe and is the poorest member of the EU, with a per
capita GDP of approximately 60% of the European average. Portugal continues to
run an overall trade deficit with the rest of the world. However, recent
economic growth has produced a significant decline in inflation, interest rates
and public debt, and improved employment generation. Real gross domestic product
(GDP) rose by 3.1% in 1999. The chief industries include textiles and footwear,
wood pulp, paper, and cork, metalworking, oil refining, chemicals, fish canning,
wine and tourism. Portugal's natural resources include fish, forests (cork),
tungsten, iron ore, uranium ore, marble, arable land, and hydro power.

         Portugal's government, a parliamentary democracy, is working to
modernize Portuguese industry and infrastructure to increase the country's
competitiveness in the increasingly integrated world markets. Portugal's economy
has witnessed significant growth and modernization since the mid-1990s.
Portugal's infrastructure has improved from being part of the EU membership.
There remain, however, a number of challenges for future economic development.
Modernization of industry has been slow. Labor costs in Portugal are lower in
comparison to most countries of the European Union and this has slowed the
process of industrial restructuring.

         Recent economic growth has produced a significant decline in inflation,
interest rates and public debt and improved employment generation. Employment
has continued to grow strongly, leading to a further fall in unemployment to
around 4%. In spite of the slowdown in consumption, inflation continued to rise
to 3.4% in the third quarter.

         Sweden. Sweden has a highly developed and successful industrial sector.
The chief industries, most of which are privately owned, include textiles,
furniture, electronics, telecommunications, dairy, metals, ship building,
clothing, engineering, chemicals, food processing, fishing, paper, oil and gas,
automobiles and shipping. Productivity, as measured by GDP per capita, is well
above the European average, although two-thirds of GDP passes through the public
sector. Privately owned firms account for about 90% of industrial output, of
which the engineering sector accounts for 50% of output and exports. Agriculture
accounts for only 2% of GDP and 2% of the

                                       26
<PAGE>

total employment. Sweden's natural resources include zinc, iron ore, lead,
copper, silver, timber, uranium, and hydropower.

         Successive governments have traditionally afforded Swedes generous
benefits for unemployment, sick leave, childcare and general public welfare,
along with state medical care. This extensive social welfare system has become
unsustainable in recent years, notably when the economy slowed down
significantly in the early 1990s, which caused large government deficits,
inflation, and high unemployment. Almost half of the personal disposable income
received by Swedes resulted from transfer payments, a system for redistributing
income. Since then, a massive turnaround in public finances has occurred thanks
to years of fiscal restraint and an increase in economic growth. The Swedish
government has announced that it plans to cut taxes within the next five years.
Sweden has harmonized its economic policies with those of the EU, which it
joined at the start of 1995. Sweden decided not to join the euro system at its
outset in January 1999 but plans to hold a referendum in the upcoming months on
whether to join.
 .
         The Swedish economy continued to expand at an annual rate close to 4%
in the first half of 2000. Employment growth also increased at an annualized
rate of 2%. Unemployment has fallen quite rapidly to near 4%, and labor
shortages have spread.

         With its large telecommunications component, the Swedish equity market
reflected changing sentiment toward TMT stocks over the past year.

         In the last four months of 1999 and first few months of 2000, investors
seemingly could not get enough of TMT stocks in many markets around the world.
That created a huge updraft for telecommunications bellwether Ericsson, which
made up more than half the MSCI Sweden Index as of March 31, 2000. Driven
largely by that one stock, the Swedish equity market rose swiftly to outperform
most others in Europe.

         Yet it was that same stock that drove the Swedish market in the
opposite direction over the spring and summer of 2000. Along with other TMT
stocks worldwide, shares of Ericsson faltered in March when interest rates rose.
Later that spring, the telecom sector took another hit as it became clearer that
the cost of building third generation wireless networks would be higher than
most in the industry had expected.

         Overall, however, the Swedish market has continued to benefit from
strong consumer confidence levels and liquidity.

         Switzerland. Switzerland is a prosperous and stable modern market
economy with a strong industrial sector. Switzerland's per capita GDP of 20%
ranks it above that of most Western European economies. Swiss economic
development has been affected by specific physical and cultural geographic
factors. Due to its lack of raw materials, Switzerland has based its economic
growth on its highly skilled labor market and technological manufacturing
expertise. Switzerland relies heavily on its chief industries, including
machinery, chemicals, watches, textiles, and precision instruments. Switzerland
utilizes its natural resources by converting them into high-quality, value-added
finished products for export.

         The Swiss government, a federal republic, tends to follow a
conservative approach to foreign policy, and any treaty or decision to join an
international organization tends to be challenged. The Swiss are not pursuing EU
membership in the near future; however, Switzerland has followed the practices
of the EU. As a result, the country has realized the economic benefits of a
closer alliance with the EU and enhanced its international competitiveness in
the global market. Switzerland relies heavily on foreign trade and has attempted
to lower tariffs and duties on incoming goods. These will end when Switzerland
and the other countries of the European Free Trade Association (EFTA) become
part of the European Economic Area.

         While the Swiss official unemployment rate fell to 1.75% in early
autumn, the underlying inflation rate remained low at 0.5%. GDP grew by 3.75% in
the first half of 2000 with respect to the second half of 1999, due in part to
strong exports and investments. However, activity slowed significantly between
the first and second quarter to an annual rate of around 2.25%. Monetary
conditions have tightened leading to restrained private consumption.

                                       27
<PAGE>

         With its large contingent of so-called "old economy" firms,
Switzerland's equity market diverged from more growth-oriented markets over the
past year. During the fall of 1999 and the early months of 2000, investors
overwhelmingly favored TMT stocks over the market's pharmaceutical, food and
banking stocks -- sectors which collectively made up nearly 70% of the MSCI
Switzerland Index as of August 31, 2000. Swiss banks and other financial
services companies were hurt by rising interest rates during the fiscal year.

         The market's defensive characteristics became an advantage in the
spring of 2000, however. When growth stocks fell into a sharp correction in
mid-March, investors sought out the relative safety of such companies as
pharmaceutical maker Novartis and food manufacturer Nestle. Although growth
stocks later rebounded, investors' uncertainty about the direction of the global
economy continued to support Switzerland's defensive shares. The general health
of the Swiss economy also helped to sustain the country's equity market.

         The United Kingdom. The United Kingdom has developed a modern economy
based on private- and public-enterprise. The UK maintains one of the top
economies of Western Europe based on services, international trade, and
manufacturing. Services, particularly banking, insurance, and business services,
account by far for the largest proportion of GDP. The UK's large coal, natural
gas, and oil reserves and energy production also account for 10% of GDP, one of
the highest shares of any industrial nation. The GNP has been growing faster
than the population. Agriculture accounts for less than 2% of the GNP, yet
farming is highly mechanized, and efficient by European standards, producing
about 60% of the country's food needs. The chief industries are production
machinery, including machine tools, electric power equipment, automation
equipment, railroad equipment, shipbuilding, aircraft, motor vehicles and parts,
electronics and communications equipment. The country's natural resources
include metals, chemicals, coal, petroleum, paper and paper products, food
processing, textiles, clothing, and other consumer goods.

         Over the past two decades, the government of the U.K., a constitutional
monarchy, has greatly reduced public ownership and contained the growth of
social welfare programs. The government is still undecided as to whether the UK
will be part of the euro system.

         Over the past year and a half, economic activity grew 3% due to
household consumption. Household savings declined to only 3% of disposable
income in the second quarter, the lowest level since the 1980s and well below
what is observed in most other European countries. Unemployment continued to
decline, down to 5.3%.

         During the first half of 2000, the U.K. market faced issues of "new
economy" versus "old economy," on the one hand, and rising growth versus rising
interest rates on the other. From the autumn of 1999 into the winter of 2000,
the market rallied along with many others in Europe. Although the U.K. market
does not contain as large a percentage of "new economy" stocks as some other
European markets, the TMT stocks it does have contributed disproportionately
large gains.

         At the start of the New Year, however, the Bank of England raised
interest rates. That, coupled with the pound's strength versus the euro, created
a more subdued market environment in early 2000. And, as investors continued to
flock to TMT stocks, markets with a greater concentration in those areas
outperformed the U.K.

         The U.K.'s relatively light share of TMT companies worked to its
advantage over the spring and into summer, however, as investors retreated from
those issues in favor of more defensive "old economy" stocks. This trend
benefited the U.K.'s pharmaceutical issues, which made up just over 14% of the
MSCI United Kingdom Index as of August 31, 2000.

         U.K. market sentiment remained in flux in late 2000, with some
expecting the U.K. economy's current rate of growth to prompt further interest
rate increases.

                Real GDP Annual Rate of Growth (annual % change)

                      1995   1996  1997   1998   1999
                      ----   ----  ----   ----   ----
Austria               1.7    2.0    1.2   2.9    2.2
Belgium               2.5    1.0    3.5   2.7    2.5
France                1.8    1.1    2.0   3.2    2.9

                                       28
<PAGE>

Germany               1.7    0.8    1.4   2.1    1.6
Greece                2.1    2.4    3.4   3.5    3.5
Italy                 2.9    1.1    1.8   1.5    1.4
Netherlands           2.3    3.0    3.8   3.7    3.6
Portugal              2.9    3.4    3.7   4.2    3.0
Spain                 2.7    2.4    3.8   4.0    3.7
Sweden                3.7    1.1    2.0   3.0    3.8
Switzerland           0.5    0.3    1.7   2.1    1.7
United Kingdom        2.8    2.6    3.5   2.6    2.1

   Source: World Economic Outlook, October 2000 (International Monetary Fund)


         Japan, the Pacific Basin, and Southeast Asia. Many Asian countries may
be subject to a greater degree of social, political and economic instability
than is the case in the United States and Western European countries. Such
instability may result from (i) authoritarian governments or military
involvement in political and economic decision-making; (ii) popular unrest
associated with demands for improved political, economic, and social conditions;
(iii) internal insurgencies; (iv) hostile relations with neighboring countries;
and (v) ethnic, religious, and racial disaffection.

         The economies of most Asian countries continue to depend heavily upon
international trade and, accordingly, are affected by protective trade barriers
and the economic conditions of their trading partners, principally the United
States, Japan, China and the European Community. The enactment by the United
States or other principal trading partners of protectionist trade legislation,
along with the reduction of foreign investment in the local economies and a
general decline in the international securities markets, could have a
significant adverse effect upon the economies and securities markets of the
Asian countries.

         The success of market reforms and a surge in infrastructure spending
have fueled rapid growth in many developing Asian countries. Rapidly rising
household incomes have fostered large middle classes and new waves of consumer
spending. The increases in infrastructure spending and consumer spending have
made domestic demand the growth engine for these countries. Thus, their growth
now depends less upon exports. While exports may no longer be the sole source of
growth for these developing economies, improved competitiveness in export
markets has contributed to growth in many of these nations. The increased
productivity of many Asian countries has enabled them to achieve, or continue,
their status as top exporters while improving their national living standards.

         In the fourth quarter of 1997, the Southeast Asian currency markets
came under severe selling pressure from abroad, as foreign investors and
speculators alike heavily sold regional currencies viewed to be overvalued. The
Thai Baht was the first to come under pressure, but Indonesian, Malaysian,
Phillipine, Singaporean, Taiwanese, South Korean and Hong Kong currencies were
all affected. Equity and fixed income markets also faced selling pressure as
foreign investors have been concerned with the overall financial prospects of
the region.

         Among the countries at the center of the Asian crisis, Korea and
Thailand have made encouraging advances toward restoring confidence and
initiating recovery, although their turnarounds remain at risk, including from
the external environment. The situation in Indonesia, however, remains very
difficult. Malaysia resorted to external payments controls in an effort to
insulate its economy from the regional crisis. In Japan, despite substantial
fiscal stimulus and new initiatives to deal with banking sector problems,
significant downside risks remain. Growth in China appears to be slowing, and
both the renminbi and the Hong Kong dollar have been under considerable
pressure.


         Australia. Australia's economy employs a market-free-enterprise
structure, and its largest components are finance, manufacturing, services, and
trade. Major exports are metal ores and scrap, wheat, coal, meat, and wool,
principally to Japan and the United States. Major imports are machinery,
miscellaneous manufactured products (textiles, paper, and nonferrous metals),
transport equipment, and crude petroleum, primarily from the United States,
Japan, the United Kingdom, and Germany. The GNP is increasing more rapidly than
the population, and the GNP per capita is similar to other Western countries.
Its chief industries are mining, industrial and transportation equipment, food
processing, chemicals, and steel. Australia's natural resources include bauxite,
coal, iron ore, copper, tin, silver, uranium, nickel, tungsten, mineral sands,
lead, zinc, diamonds, natural gas, and petroleum.

                                       29
<PAGE>

         Australia is a democratic, federal-state system, which recognizes the
British monarch as sovereign. Australia suffered from deficits throughout the
1970s, however Government spending cuts achieved a balanced budget in 1981.
Surplus budgets were achieved in the late 1980s. The principal revenue sources
are excise, sales taxes, income taxes, corporate taxes, and nontax revenue. The
principal expenditures are for social security and welfare, state-government
transfers, health, interest on the public debt and defense.

         After a period of high growth in 1998 and 1999, the Australian economy
continued to perform strongly in the first half of 2000. Real GDP grew at an
annual rate of nearly 5% in the first half of 2000, averaging 4.4% growth over
the last eight years. Unemployment fell to 6.25% in the third quarter of 2000
coinciding with the employment growth. Inflation rose 2 to 3%, however the
underlying inflation remained constant. Consumer price inflation rose 2 to 3%
largely due to higher oil prices.

         Over the Fund's fiscal year ended August 31, 2000, the Australian
equity market continued its transformation from a market driven by commodities
to one increasingly influenced by media and telecommunications stocks. As of
August 31, 2000, global media giant News Corp. accounted for approximately 20%
of the MSCI Australia Index while telecommunications firm Telstra made up
another 12%. Both of these stocks benefited from investors' enthusiasm for "TMT"
(technology, media and telecommunications) stocks in late 1999 and early 2000.
Interest in those sectors cooled in the spring of 2000. News Corp. then
recovered some ground in May, having reported higher-than-expected earnings and
new expansion plans, including a bid to purchase U.S. television station
operator Chris-Craft. Telstra did not perform as well, due to concerns about
greater competition in Australia's domestic telecommunications market.

         Although the mining sector does not dominate the Australian market to
quite the extent that it once did, it still had a powerful influence over the
past year. Asia's economic recovery, coupled with weakness in the Australian
dollar, has also improved the outlook for mining companies and other exporters.

         Hong Kong. Hong Kong enjoys a well-developed free market economy highly
dependent on international trade. With its limited natural resources, Hong Kong
depends on the importation of food and raw materials for virtually all of its
needs. Its chief industries are textiles, clothing, tourism, electronics,
plastics, toys, watches, and clocks. Natural resources include a deepwater
harbor and feldspar.

         The transfer of sovereignty from Britain to China in 1998 which created
a sense of uncertainty in Hong Kong's economy, has largely been a smooth
transition. Under the principle of "one country, two systems," Hong Kong is now
a special administrative region (SAR) of the People's Republic of China and is
empowered with a high degree of autonomy. It has retained its administrative,
legislative and judicial systems. The SAR government has full control over its
monetary and fiscal policies and it maintains its own customs and immigration
control, separate from the mainland. Except for issues relating to national
security and foreign policy, the SAR is largely run as an independent territory.

         Hong Kong's economy continues to emerge from a recession that began
with the Asian crisis in the second half of 1998. Deflation has been a major
problem, as it has discouraged investment, postponed consumption and delayed a
turnaround in the inventory cycle. Nevertheless, GDP growth seems to be
recovering somewhat. Per capita GDP compares with the level in the four big
countries of Western Europe. GDP growth averaged a strong 5% in 1989-97.

         The Hong Kong market ran on two tracks during the Fund's fiscal year
ended August 31, 2000. On one track were Hong Kong's "Old Economy" firms. Rising
interest rates--a perennial thorn in the side of the Hong Kong market--weighed
on financial services companies such as Hang Seng Bank, which made up nearly 10%
of the MSCI Hong Kong Index as of August 31.

         The performance of old economy stocks contrasted sharply with that of
Hong Kong's growth oriented companies, especially in the technology, media and
telecommunications sectors. Stocks such as Cable & Wireless HKT (acquired by
Pacific Century Cyberworks in 2000) were lifted by positive sentiment in late
1999 and early 2000. Investors were excited by the possibility that China would
liberalize its telecom and Internet-related markets, opening the way for Cable &
Wireless HKT and newly public company China Telecom to build dominant positions

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<PAGE>

in what is potentially the world's largest consumer market. Although, those
stocks declined along with many other telecom stocks worldwide in the spring and
summer of 2000, their gains over the previous months served only to reinforce
telecom's growing influence on the Hong Kong market.

         That shift has been most evident in the transformation of Hutchison
Whampoa--which had a 28% weighting in the MSCI Index as of August 31. The
company's property business has gradually been overshadowed by its expansion
into the telecom field.

         With a concentration in telecom rapidly replacing its former
concentration in real estate, Hong Kong's new diversification has not led to a
significant decline in volatility. The market enjoyed a good economic backdrop
during the first half of 2000, with strong trade flows, very robust GDP growth
and lower unemployment.

         Indonesia. Indonesia has played a modest role in a world economy that
is largely based on services and light agriculture. The country is a major
exporter of petroleum, natural gas, and tin. The chief industries include
petroleum and natural gas, textiles, apparel and footwear, mining, cement,
chemical fertilizers, plywood, rubber, food, and tourism. The natural resources
include petroleum, tin, natural gas, nickel, timber, bauxite, copper, fertile
soils, coal, gold, and silver.

         Indonesia's government employs a fiscal policy which became
expansionary in the second half of 1998 and into 1999, with higher expenditure
budgeted to strengthen the social safety net. However, actual realized spending
fell short of the target, partly due to delays in implementing the private bank
recapitalization program. Costs of a much-needed bank restructuring are
currently at about 3% of GDP. Government bonds are to be issued to finance the
cost of bank recapitalization. Government debt is high, at an estimated 100% of
GDP in the current fiscal year. The government hopes to bring this down to 60%
in five years.

         By following a tight monetary policy, the government reduced inflation
from over 70% in 1998 to 2% in 1999. Although interest rates spiked as high as
70% in 199_ in response to the monetary contraction, they fell rapidly to the
10% to 15% range in 199_. If foreign capital ceases to flow in, Indonesia would
have difficulties servicing its external debt, which is estimated to be around
US$150 billion. Without foreign capital, Indonesia's economic recovery is in
jeopardy.

         Indonesia produces 2% of the world's total oil output. Revenues derived
from oil and gas production have been a major source of income for the country.
However, the trade balance of oil and gas slipped to a deficit in July, for the
first time since October 1983 when the data first became available. Indonesia is
a net oil exporter. If rising oil prices fail to generate a surplus on the
external account, the chances of the country sustaining its economic recovery
will be reduced. Non-oil and gas exports have been disappointing. Lack of
funding and concerns over political and social stability have constrained
growth. In contrast, the volume of non-oil/gas imports has improved since the
beginning of the 2000.

         Japan. Japan maintains a market economy based on manufacturing and
services. Japan is viewed as the second most technologically powerful economy in
the world after the US and the third largest economy in the world after the US
and China. Japan's GNP per capita is among the highest in the world. Its chief
industries are among the world's largest and it is one of the most
technologically advanced producers of motor vehicles, electronic equipment,
machine tools, steel and nonferrous metals, ships, chemicals, textiles and
processed foods. Japan's natural resources include negligible mineral resources
and fish.

         Japan's government, a constitutional monarchy, employs a loose monetary
policy. The Bank of Japan is expected to maintain its zero interest rate policy
until signs of self-sustaining recovery emerge. The government is attempting to
maintain the momentum for reform, which will be important for longer term
growth. One notable characteristic of the economy is the working together of
manufacturers, suppliers, and distributors in closely-knit groups called
keiretsu. A second basic feature has been the guarantee of lifetime employment
for a substantial portion of the urban labor force.

         Japan's heavy dependence on international trade has been adversely
affected by trade tariffs and other protectionist measures, as well as the
economic condition of its trading partners. Japan subsidizes its agricultural
industry since only 19% of its land is suitable for cultivation. It is only 50%
self-sufficient in food production.

                                       31
<PAGE>

Accordingly, it is highly dependent on large imports of wheat, sorghum and
soybeans. In addition, industry, its most important economic sector, depends on
imported raw materials and fuels, including iron ore, copper, oil and many
forest products. Japan's high volume of exports, such as automobiles, machine
tools and semiconductors, has caused trade tensions, particularly with the
United States. Some trade agreements have been implemented to reduce these
tensions. The relaxing of official and de facto barriers to imports, or
hardships created by any pressures brought by trading partners, could adversely
affect Japan's economy. A substantial rise in world oil or commodity prices
could also have a negative effect. Since the Japanese economy is so dependent on
exports, any fall off in exports may be seen as a sign of economic weakness,
which may adversely affect the market.

         Despite growth problems, the Japanese economy maintains several
strengths. The manufacturing sector includes some of the world's most innovative
companies in the electronics and precision machinery areas, along with world
leaders in automotive and machinery industries. Educational achievement levels
are high in comparison with other developed nations. Public sector
infrastructure is also extremely well developed.

         The economy grew 4.5% in the first half of 2000, which was stronger
than expected, led by business investment and surprisingly robust private
consumption. Export growth was also strong but has been erratic.

         The Japanese market did benefit for a time from the strength of "new
economy" stocks. Companies such as NTT and Sony attracted investors during late
1999 and early 2000. Those stocks subsequently lost ground during the spring's
tech and telecom downturn.

         Malaysia. Malaysia has a medium-sized, export-oriented economy that has
developed rapidly from an agriculture-based economy to one dominated by
intermediate manufacturing over the past twenty years. The GNP is growing more
rapidly than the population; the GNP per capita is the third highest in
Southeast Asia. Its chief industries are rubber and oil palm processing and
manufacturing, light manufacturing industry, electronics, tin mining and
smelting, logging and processing timber, logging, petroleum production,
agriculture processing, petroleum production and refining. Malaysia's natural
resources include tin, petroleum, timber, copper, iron ore, natural gas, and
bauxite.

         Malaysia's government, a constitutional monarchy, enjoyed strong
economic performance in the 1980s and most of the 1990s. The government retains
a high degree of involvement in the economy, although during the past few years
it has employed less intervention. In order to counter the impact of the Asian
financial crises, the government imposed stringent capital controls in September
1998. These have been relaxed over time.

         Unlike other Asian markets, the MSCI Malaysia (Free) Index posted a
flat performance in the late months of 1999. The market's large share of "Old
Economy" firms, such as banks and electric utilities, meant that it was on the
losing end of a global rally in "New Economy" stocks.

         That changed dramatically in the first half of 2000. Attracted by
strength at both the corporate and economic levels, as well as seemingly greater
political stability, investors drove up the Malaysian market sharply. Malaysia's
reinstatement in the MSCI Emerging Markets Indices as of May 2000 encouraged
foreign investors to revisit the market, after having pulled out en masse after
the government relaxed capital controls in 1999.

         Rising interest rates later took some of the wind out of the rally, but
investors continued to be encouraged by Malaysia's economic strength. The
country's GDP grew at a rate of 8.2% in the third quarter of 1999 and 10.6% in
the fourth quarter.

         Singapore. Singapore has a highly developed economy with strong service
and manufacturing sectors. Singapore benefits from being located at the
crossroads of international trade routes. Singapore enjoys one of the highest
gross national products (GNP) in the Southeast region. It has generally
maintained strong GDP growth. Its chief industries are electronics, financial
services, oil drilling equipment, petroleum refining, rubber processing and
rubber products, processed food and beverages, ship repair, trade, and
biotechnology. Singapore's natural resources include fish and deepwater ports.

         Singapore's government, a parliamentary republic, has followed an
interventionist economic policy with respect to its individual industries. To
instill faith in its interventionist policies, the government has sought to

                                       32
<PAGE>

maintain economic stability. The taxes are relatively high but rates are stable.
Monetary policy has aimed at keeping inflation low by using the exchange rate as
the main instrument. Labor market pressure has been controlled by setting limits
on the percentage of foreign labor employed and applying a levy on employers of
foreign labor. In addition, the government, recognizing that land use is a
constraint on growth, has sought to make existing land use more efficient.

         Due to globalization, the country is looking to become the region's
financial and high-tech hub. Singapore has become a high-income, highly
industrialized country though rapid growth in its manufacturing sector due
largely to significant foreign investment. Of particular importance is the
electronics industry where Singapore is the leading producer of disk drives. The
financial and business services sector has also experienced recent growth, while
the mining and agriculture sectors are of minimal importance.

         Singapore's equity market experienced periods of steep rises and sharp
declines during the Fund's fiscal year ended August 31, 2000. Growing demand in
Asia and around the world helped lift Singapore's export driven economy at the
end of 1999. The country's electronics and chemical manufacturing sectors were
especially strong. Investors were also encouraged by the policies the Singapore
government had put in place to steer the economy through Asia's economic crisis
and encourage the growth of a "homegrown" technology sector.

         However, Singapore's equity market deflated considerably during the
period. Rising interest rates pressured banks (which made up 33.5% of the MSCI
Singapore Index as of August 31, 2000), other financial services and
property-related stocks. In addition, the news that Nokia and several high
profile telecommunications companies were expecting their growth to slow weighed
on Singapore's large contingent of contract manufacturers over the summer of
2000. Profit-taking and rotation into other markets in the region also drew
capital from the market over the second half of the Fund's fiscal year.

         South Korea. South Korea's economy has recorded a tremendous amount of
economic prosperity in recent decades. South Korea has transformed itself from a
poor, agrarian society to one of the world's most highly industrialized nations.
Today its GDP per capita is seven times India's, 13 times North Korea's, and
comparable to the lesser economies of the European Union. Its chief industries
are electronics, automobile production, chemicals, shipbuilding, steel,
textiles, clothing, footwear, and food processing. South Korean's natural
resources include coal, tungsten, graphite, molybdenum, lead, and hydropower
potential.

         South Korea's republican form of government achieved the economic
comeback by exercising strong controls on industrial development, giving most
support to the large-scale projects of the emerging giant corporate
conglomerates. The government promoted the import of raw materials and
technology at the expense of consumer goods and encouraged savings and
investment over consumption.

         The South Korean equity market was volatile during the period from May
12, 2000 (the inception date for the iShares MSCI Korea Index Fund) through
August 31, 2000. Market sentiment was relatively poor as the reporting period
began, due largely to a liquidity crisis at Hyundai, South Korea's largest
conglomerate. The company's apparent reluctance to unwind its web of cross
shareholdings and reduce its debt led investors to sell off shares of Hyundai as
well as other industrial groups on and off until mid-August, when Hyundai
finally announced a restructuring plan.

         Shares of Samsung Electronics were also intermittently depressed by
weakening sentiment toward technology and telecommunications-related stocks
early in the summer of 2000. That trend also weighed on SK Telecom, the nation's
biggest telephone company and third-largest stock in the MSCI South Korea Index
as of March 31. Sentiment toward the telecom and tech sector improved in August,
however, helping to lift both stocks.

         In contrast to the somewhat uncertain economic environment, South
Korea's political situation showed progress over the summer. The summit between
South Korean President Kim Dae-jung and North Korean leader Kim Jong-il in
mid-June helped buoy the equity market. Although the two countries' relationship
remains tenuous, investors have been encouraged by the rapprochement and its
potential to lessen the political risk long associated with the South Korean
government.

                                       33
<PAGE>

Taiwan. Taiwan has a prosperous capitalist economy with gradually decreasing
government intervention. Government authorities are privatizing banks and
foreign trade. The gross national product has increased rapidly in the last
couple of years. Per capita product and personal income is growing more rapidly
than the population. Taiwan's chief industries are electronics, petroleum
refining, chemicals, textiles, iron and steel, machinery, cement, and food
processing. Their natural resources include small deposits of coal, natural gas,
limestone, marble, and asbestos.

         Taiwan's government, a multiparty democratic regime headed by a
popularly elected president retains considerable control over key segments of
the economy, but is beginning to relax control over these areas. The Central
Bank has maintained an eased monetary policy in recent times and this has not
fueled inflation. The New Taiwan dollar has strengthened against the US dollar.
The government has tightened controls on the foreign-exchange market to ease the
budget deficit.

         To a large extent, the performance of Taiwan's equity market over the
reporting period reflected shifting sentiment toward the Electronic Components
sector: Instruments, which includes the semi conductor industry. This sector
comprised 52.8% of the MSCI Taiwan Index as of August 31, 2000. The segment was
under a cloud for much of the summer. One issue was slower-than-expected sales
of cellular-telephone handsets, which had been a voracious source of demand for
chips.

         The election of Chen Shui-bian to Taiwan's presidency also weighed on
the market in early summer. China warned that any moves by Taiwan to declare
independence could spark hostilities between the two nations. But the
president's conciliatory gestures helped to defuse tension and create a more
positive backdrop for the equity market.

         The market remained volatile in July, but began to recover in August,
when sentiment toward the semiconductor industry improved and helped to lift the
overall market. Shares of Taiwan Semiconductor, the largest stock in the MSCI
Taiwan Index were also bolstered by news that the company's first-half profits
had surged 133% on a year-over-year basis. The market also became more settled
as tensions between China and Taiwan cooled.

         Thailand. Thailand is a market economy primarily based on services and
agriculture. The GNP has been increasing rapidly in the last couple of years.
Manufacturing accounts for one fourth of the GDP but employ only one-tenth of
the work force. Thailand's chief industries are tourism, textiles and garments,
agricultural processing, beverages, tobacco, cement, light manufacturing, such
as jewelry, electric appliances and components, computers and parts, integrated
circuits, furniture, plastics and Thailand is the world's second-largest
producer of tungsten and tin producer. The country's natural resources include
tin, rubber, natural gas, tungsten, tantalum, timber, lead, fish, gypsum,
lignite, fluorite, and arable land.

         Since the government introduced a fiscal package that includes cuts to
the value-added tax and energy prices, year-on-year inflation began to turn into
deflation. From growth of 2.7% in the first quarter of 1999, the CPI slipped to
0.4% in the second quarter and to -1.1% in the first two months of the third
quarter. Month-on-month price changes have showed two months of increase,
indicating that inflation has begun to gain momentum. While world interest rates
are heading higher, the Thai government continues to keep rates low to stimulate
demand. The official discount rate fell from 12.5% at the beginning of 1999 to
4% in fall 1999. Banks' lending and deposit rates are at a decade low.

         The government is taking the lead to revive the Thai economy. Fiscal
measures that began in the second quarter of 1999 resulted in 41.3% year-on-year
growth in public spending that quarter. Compared with a mere 6.2% growth in the
first quarter of 1999, the increase is significant.

                Real GDP Annual Rate of Growth (annual % change)

               1995   1996   1997   1998   1999
               ----   ----   ----   ----   ----
Australia       4.4    4.0    3.9    5.2    4.4
Hong Kong       3.9    4.5    5.0   -5.1    2.9
Indonesia       8.2    8.0    4.5   -13.0   0.3
Japan           1.5    5.0    1.6   -2.5    0.2
Malaysia        9.8   10.0    7.3   -7.4    5.6

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<PAGE>

Singapore       8.0    7.5    8.4    0.4    5.4
South Korea     8.9    6.8    5.0   -6.7   10.7
Taiwan          6.0    5.7    6.8    4.7    5.7
Thailand        8.9    5.9   -1.7   -10.2   4.2

   Source: World Economic Outlook, October 2000 (International Monetary Fund)

         Brazil. Brazil is the world's ninth largest economy, characterized by
large agricultural, mining, manufacturing and services sectors. Manufacturing is
the dominant industrial sector, generating 24% of GDP, followed by agriculture
at 12%; and services at 55% of GDP. Industrial capacity is concentrated in the
southeast. Brazil is the only South American country where elaborately
transformed manufactured goods lead the export mix. The country's main export in
1999 was transport equipment and parts (including both vehicle and aircraft).
Other major exports are soy products, metallurgic and chemical products, iron
ore and coffee. Its chief industries include textiles, shoes, chemicals, cement,
lumber, iron ore, tin, steel, aircraft, motor vehicles and parts, other
machinery and equipment. Some of its natural resources are bauxite, gold, iron
ore, manganese, nickel, phosphates, platinum, tin, uranium, petroleum,
hydropower, and timber.

         Brazil's government, a federal republic, implements free-enterprise
policies, although petroleum and natural gas exploration, production, and
refining are under the government monopoly, Petroleo Brasileiro, S.A.
(Petrobras). The government also has a majority interest in companies in certain
other industries, such as the automobile, shipbuilding, aircraft, and
microelectronics industries. Economic development has been focused on developing
industries, yet this has led to budgetary deficits.

         The Brazilian market was fairly volatile from July 11 (the inception of
the iShares MSCI Brazil Index Fund) through August 31, 2000. In July and early
August, the market was affected by a number of factors, including low trading
volumes and weakness in the US market.

         The market's performance improved later in August, however. One of the
strongest performers in the MSCI Brazil (Free) Index was Petrobras, currently
the largest and most liquid stock in Brazil. Petrobras has benefited from
several trends, especially higher prices for crude oil (which has resulted in
record profits for the company), optimism over the company's global share
offering, and general euphoria about the strength of Brazil's economy. As a
testament to Petrobras' success, the company had a successful $4.1 billion
equity offering of ordinary shares in mid-August, the largest in Latin American
history. That same optimism helped to lift other liquid stocks in the country's
banking and telecommunications sectors. Investors also raised their exposure to
Petrobras prior to a reconstitution of Brazil's stock indexes, which gave even
greater prominence to the company. One of the stocks on the losing end of that
trend was Eletrobras, the Brazilian market's third-largest stock in the MSCI
Index at the end of August. The MSCI index reshuffling reduced Eletrobras'
representation, while putting more emphasis on such companies as
cable-television provider Globo Cabo and aerospace company Embraer.

         A select group of Brazilian stocks also benefited from good news on the
privatization front over July and August. Investors boosted shares of banking
company Banespa, for example, after a court decision cleared the way for its
postponed privatization to get back on track. Like the market's other financial
services companies, Banespa also benefited from the central bank's decision to
lower the key Selic interest rate to its lowest level in six years.

           Brazilian Real GDP Annual Rate of Growth (annual % change)

                                    1999   1.0
                                    1998  -0.1
                                    1997   3.6
                                    1996   2.7
                                    1995   4.2

   Source: World Economic Outlook, October 2000 (International Monetary Fund)

                                       35
<PAGE>

         Canada. Canada is an affluent, free-market based economy reliant on its
high-tech industrial sectors. Canada closely resembles the US in its
market-oriented economic system, pattern of production, and high living
standards. Canada demonstrated impressive growth in the manufacturing, mining,
and service sectors that transformed the nation from a largely rural economy
into one that is primarily industrial and urban. Its chief industries are
processed and unprocessed minerals, food products, wood and paper products,
transportation equipment, telecommunications, chemicals, fish products,
petroleum and natural gas. The country's natural resources are iron ore, nickel,
zinc, copper, gold, lead, molybdenum, potash, silver, fish, timber, wildlife,
coal, petroleum, natural gas, and hydropower.

         Canada's government, a confederation with a parliamentary democracy is
oriented towards the private sector, with only a few enterprises such as the
postal services and electric utilities being publicly owned. Canada is one of
the world's largest trading nations with exports of goods and services
comprising over 40% of GDP. Canada is also a major exporter of motor vehicles
and parts, pulp and paper, timber, wheat, base metals, coal and fish.

         The Canadian economy performed well in the first half of 2000, with
real GDP expanding at an annual rate of 5%. Growth was evenly balanced between
the exports and business fixed investment. Unemployment rose from its low of
just over 6.5% reached in the middle of the year. Combined with rising
labor-force participation, slower employment growth has caused the unemployment
rate to edge up from its low of just over 6.5% reached in the middle of the
year.

         Over the Fund's fiscal year ended August 31, 2000, the Canadian equity
market reflected in large part the performance of one stock, Nortel Networks. As
of August 31, 2000, Nortel made up almost 41% of the MSCI Canada Index.
Moreover, Nortel's influence continued to rise with the price of its shares.
Like other telecommunications companies, Nortel benefited from the rally of "new
economy" stocks. Nortel has been aggressively expanding into the Internet-access
and optical-networking businesses with a string of recent acquisitions. During
the spring, however, Nortel gave back some of its gains, along with other
telecommunications and technology-related stocks. It quickly recovered, and
ended the reporting period with a gain of close to 300%. It has since fallen
sharply.

         Like Nortel, the media conglomerate Seagram also benefited from
investors' enthusiasm for TMT stocks. Although it, too, weakened over the
spring, Seagram's shares later rebounded. In June, it agreed to merge with the
French firm Vivendi to form the world's second-largest media company.

         Other sectors of the Canadian equity market were also strong in 2000.
Shares of energy companies rose on higher crude oil prices and, like commodity
producers in general, continued to benefit from accelerating global growth and a
stabilization of the Canadian dollar.

            Canadian Real GDP Annual Rate of Growth (annual % change)

                                 1999      4.5
                                 1998      3.3
                                 1997      4.4
                                 1996      1.5
                                 1995      2.8

   Source: World Economic Outlook, October 2000 (International Monetary Fund)

         Mexico. Mexico has a free market economy with a combination of private,
state and mixture-capital enterprises. The GNP per capita increased more than
one and a half times between 1960 and 1980. Given very rapid population growth
during the same period, the nation's economic growth has been impressive, with
an average annual rate of nearly 7%. Services account for almost 50% of the
total gross domestic product, manufacturing about 25%, and agriculture about
10%. Its chief industries are food and beverages, tobacco, chemicals, iron and
steel, petroleum, mining, textiles, clothing, motor vehicles, consumer durables,
and tourism. Natural resources include petroleum, silver, copper, gold, lead,
zinc, natural gas, and timber.

                                       36
<PAGE>

         One of the most significant recent changes in Mexican economic policy
has been in the area of privatization. In the last twenty years, the number of
state-owned enterprises in Mexico has fallen from more than 1,000 in 1982 to
fewer than 200 in 1998. Real growth output reached 8.5 % in the first half of
2000, due to an increase in exports with the United States and a strong domestic
economy. In September, the consumer price index fell to 8.8%, while underlying
inflation moved below that rate. Short-term interest rates declined in late 1999
and early 2000, partly as a result of central bank action.

Since NAFTA was implemented, Mexico's trade with the US and Canada has nearly
doubled. The United States accounts for about 80% of Mexico's total trade.
Mexico is also pursuing additional trade agreements with Latin America.

         The Mexican equity market was driven by a number of favorable trends
over the Fund's fiscal year ended August 31, 2000.

         The global rush for telecommunications stocks extended to Telefonos de
Mexico ("Telmex"), which, at 34.2% of the MSCI Mexico (Free) Index on August 31,
2000, is Mexico's most important stock. That rally lasted until the end of 1999.
In January, however, Mexican equities weakened as U.S. interest rates rose. Then
in March Telmex shares came under pressure from higher U.S. interest rates, like
telecommunications stocks everywhere.

         That decline was offset by news that Moody's Investors Service had
upgraded Mexico's sovereign debt to investment-grade status. The Mexican market
also benefited from higher prices for crude oil, a key export. Over the spring
of 2000, however, the market continued to drop. Telmex shares in the MSCI Index,
declined when the company reported lower-than-expected earnings and got involved
in diplomatic wrangling with U.S. trade representatives over deregulation of
Mexico's domestic telecom market.

         Overall, however, the Mexican market was supported by very favorable
macroeconomic and political developments over the summer. Investors reacted very
positively to the election of opposition candidate Vicente Fox in early July.
His election brought an end to more than 70 years of uninterrupted rule by the
Institutional Revolutionary Party. The following month brought news that Mexico
had prepaid its $3.2 billion debt to the IMF. Many investors viewed this
development as a very positive sign of Mexico's economic health.

            Mexican Real GDP Annual Rate of Growth (annual % change)

                              1999       3.5
                              1998       4.9
                              1997       6.8
                              1996       5.2
                              1995      -6.2

   Source: World Economic Outlook, October 2000 (International Monetary Fund)

         South Africa. South Africa is a developing country with an abundant
supply of resources. The economy is a combination of private, state, and
mixed-capital enterprises. Its chief industries are mining (it is the world's
largest producer of platinum, gold and chromium), automobile assembly,
metalworking, machinery, textile, iron and steel, chemicals, fertilizer, and
foodstuffs. Economically, it accounts for less than 1% of world GDP and less
than 2% of global exports, and is seen as driven by political instability and
conflict. It is also one of the most heavily indebted regions of the world.
South Africa's natural resources include gold, chromium, antimony, coal, iron
ore, manganese, nickel, phosphates, tin, uranium, gem diamonds, platinum,
copper, vanadium, salt, and natural gas.

         South African's republican form of government has been attempting to
shift towards private sector development strategies. As a result, the potential
for private sector activities has improved enormously. The region now attracts
more than 20% of foreign investment linked to privatization activities rather
than the 5% of some six years ago. The government industry programs are starting
to respond to market conditions: price controls have been abolished; trade has
been liberalized along with foreign exchange and interest rates; inflation and
interest rates have dropped dramatically; and GDP is up 60%.

                                       37
<PAGE>

         South African Real GDP Annual Rate of Growth (annual % change)

                                 1999       1.2
                                 1998       0.6
                                 1997       2.5
                                 1996       4.2
                                 1995       3.1

   Source: World Economic Outlook, October 2000 (International Monetary Fund)

         Turkey. Turkey's economy is a combination of state and private
enterprise. The economy has moved from primarily agricultural to predominately
industrial in recent years. Turkey's chief industries are textiles, food
processing, autos, mining (coal, chromate, copper, boron), steel, petroleum,
construction, lumber, and paper. Turkey's natural resources include antimony,
coal, chromium, mercury, copper, borate, sulfur, iron ore, arable land, and
hydropower.

         Turkey, a republican parliamentary democracy, is moving away from
government intervention. The Turkish government is attempting to privatize
companies and businesses. They have expanded competition in seaports, railroads,
telecommunications, natural gas distribution and airports. Its most important
industry - and largest exporter - is textiles and clothing, which is almost
entirely in private hands. Erratic economic growth and serious imbalances have
marked the economic situation in recent years.

         Real GDP grew by nearly 6% in the first half of 2000, reflecting a
strong recovery of both investment and consumption. A fall in interest rates
contributed to this recovery as well the announcement in late 1999 of a
three-year stabilization program. The program is aimed to improve the budget,
privatize state-owned enterprise and liberalize the markets.

         Turkish accounting, financial and other reporting standards are
extremely limited compared to United States standards. Under Turkish practice,
material disclosures generally are not made by, and little information is
available about, Turkish companies. Turkish companies do not have continuous
disclosure obligations other than the recent requirement that companies listed
on the Turkish exchange publish annual audited financial statements (which are
not prepared in accordance with generally accepted accounting principles and are
not adjusted to reflect the impact of inflation). Also, there is a low level of
regulation of the markets for Turkish securities and the activities of investors
in such markets, and enforcement of regulatory provisions, which exist, has been
extremely limited. There are no prohibitions against broker-dealers trading for
their own account ahead of their customers or other conflict of interest
practices with respect to securities transactions and currently no prohibitions
against insider trading.

            Turkish Real GDP Annual Rate of Growth (annual % change)

                                   1999      -5.0
                                   1998       3.1
                                   1997       7.6
                                   1996       6.9
                                   1995       8.1

   Source: World Economic Outlook, October 2000 (International Monetary Fund)

         The United States. The US is the world's largest economy, leading
trading nation, leading military power, and primary source of technological
innovation. In this market-oriented economy, private individuals and business
firms make most of the decisions, and government buys needed goods and services
predominantly in the private marketplace. US business firms enjoy considerably
greater flexibility than their counterparts in Western Europe and Japan in
decisions to expand capital plant, lay off surplus workers, and develop new
products. Its chief industries are technology, petroleum, steel, motor vehicles,
aerospace, telecommunications, chemicals, electronics, food

                                       38
<PAGE>

processing, consumer goods, lumber, and mining. The United States also has
natural resources including coal, copper, lead, molybdenum, phosphates, uranium,
bauxite, gold, iron, mercury, nickel, potash, silver, tungsten, zinc, petroleum,
natural gas, and timber.

         The United States employing a republican form of government promotes a
capitalist form of economy. Recently, GDP has grown in the US at a rate of 3.9%
in both 1997 and 1998, while inflation, measured by the Consumer Price Index,
grew by 2.3% in 1997 and 1.5% in 1998. Meanwhile, U.S. economic expansion in the
1990s led to the first US federal government surplus in decades: 0.8% of GDP in
1998. The federal budget deficit had already begun to show signs of turning in
1997, when it was reduced to -0.3%. The Federal Reserve's monetary policy
continued to be favorable to economic expansion in recent years, as the Federal
Funds Rate was 5.5% in 1997 and 4.75% in 1998.

         At the same time, US businesses face higher barriers to entry in their
rivals' home markets than the barriers to entry of foreign firms in US markets.
US firms are at or near the forefront in technological advances, especially in
computers and in medical, aerospace, and military equipment, although their
advantage has narrowed since the end of World War II.

         The United States economy has grown consistently in the 1990s, while
inflation has been kept to favorable levels in the last two years.


         United States Real GDP Annual Rate of Growth (annual % change)

                            1999       4.2
                            1998       4.4
                            1997       4.4
                            1996       3.6
                            1995       2.7

   Source: World Economic Outlook, October 2000 (International Monetary Fund)


                                THE MSCI INDICES

         In General. The Indices were founded in 1969 by Capital International
         ----------
S.A. as the first international performance benchmarks constructed to facilitate
accurate comparison of world markets. Morgan Stanley acquired rights to the
Indices in 1986. In November 1998, Morgan Stanley transferred all rights to the
MSCI Indices to Morgan Stanley Capital International Inc. ("MSCI"), a Delaware
corporation of which MSDW is the majority owner. The MSCI Indices have covered
the world's developed markets since 1969, and in 1988, MSCI commenced coverage
of the emerging markets.

         Although local stock exchanges have traditionally calculated their own
indices, these are generally not comparable with one another, due to differences
in the representation of the local market, mathematical formulas, base dates and
methods of adjusting for capital changes. MSCI applies the same criteria and
calculation methodology across all markets for all indices, developed and
emerging.

         MSCI Indices are notable for the depth and breadth of their coverage.
MSCI generally seeks to have 60% of the capitalization of a country's stock
market reflected in the MSCI Index for such country. MSCI has announced,
however, that, effective as of the close of markets May 31, 2002, the target
market representation will increase to 85% of the free float-adjusted market
capitalization of a country's stock market. The MSCI Indices seek to balance the
inclusiveness of an "all share" index against the replicability of a "blue chip"
index.

         Weighting. All single-country MSCI Indices are currently market
         ---------
capitalization weighted, i.e., companies are included in the indices at their
full market value (total number of shares issued and paid up, multiplied by
price). MSCI has announced a change in its calculation methodology, however,
effective November 30, 2001, so that all

                                       39
<PAGE>


single-country MSCI Indices will be free-float weighted, i.e., companies will be
included in the indices at the value of their free public float (free float,
multipled by price). MSCI defines "free float" as total shares excluding shares
held by strategic investors such as governments, corporations, controlling
shareholders and management, and shares subject to foreign ownership
restrictions.


         MSCI calculates two indices in some countries in order to address the
issue of restrictions on foreign ownership in such countries. The additional
indices are called "free" indices, and they exclude companies and share classes
not purchasable by foreigners. Free indices are currently calculated for Brazil,
China, Indonesia, Malaysia, Mexico, the Philippines, Singapore and Thailand, and
for those regional and international indices which include such markets.

         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") may be 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.


         Regional Weights. Market capitalization weighting, combined with a
consistent target of 60% of market capitalization (85% of free float-adjusted
market capitzliaation after May 31, 2002), helps ensure that each country's
weight in regional and international indices approximates its weight in the
total universe of developing and emerging markets. Maintaining consistent policy
among MSCI developed and emerging market indices is also critical to the
calculation of certain combined developed and emerging market indices published
by MSCI.


         Selection Criteria
         ------------------

         The Universe of Securities. The constituents of a country index are
selected from the full range of securities available in the market, excluding
issues which are either small or highly illiquid. Non-domiciled companies and
investment trusts are also excluded from consideration. After the index
constituents are chosen, they are reclassified using MSCI's schema of 38
industries and 8 economic sectors in order to facilitate cross-country
comparisons.

         The Optimization Process. The process of choosing index constituents
from the universe of available securities is consistent among indices.
Determining the constituents of an index is an optimization process which
involves maximizing float and liquidity, reflecting accurately the market's size
and industry profiles and minimizing cross-ownership. The optimization variables
and their targets are:


Market Coverage               Target 60% of market capitalization (85% of free
                              float-adjusted market capitalization after May
                              31, 2002)
Industry Representation       Mirror the local market
Liquidity                     Maximize
Float                         Maximize
Cross-Ownership               Avoid/Minimize
Size                          Sample with size characteristics of universe

Coverage. To reflect accurately country-wide performance as well as the
performance of industry groups, MSCI aims to capture 60% of total market
capitalization at both the country and industry level (85% of free
float-adjusted market capitalization after May 31, 2002). To reflect local
market performance, an index should contain a percentage of the market's overall
capitalization sufficient to achieve a high level of tracking. The greater the

                                       40
<PAGE>


coverage, however, the greater the risk of including securities which are
illiquid or have restricted float. MSCI's 60% (85% after May 31, 2001) coverage
target reflects a balance of these considerations.

Industry Representation. Within the overall target of 60% of market
capitalization (85% of free float-adjusted market capitalization after May 31,
2002) market coverage, MSCI aims to capture 60% of market capitalization (85% of
free float-adjusted market capitalization after May 31, 2002) of each industry
group, as defined by local practice. MSCI believes this target assures that the
index reflects the industry characteristics of the overall market and permits
the construction of accurate industry indices.

MSCI may exceed the 60% of market capitalization (85% of free float-adjusted
market capitalization after May 31, 2002) target in the index for a particular
country because, e.g., one or two large companies dominate an industry.
Similarly, MSCI may underweight an industry in an index if, e.g., the companies
in such industry lack good liquidity and float, or because of extensive
cross-ownership.


         Liquidity. Liquidity is measured by trading value, as reported by the
local exchanges. Trading value is monitored over time in order to determine
"normal" levels exclusive of short-term peaks and troughs. A stock's liquidity
is significant not only in absolute terms (i.e., a determination of the market's
most actively traded stocks), but also relative to its market capitalization and
to average liquidity for the country as a whole.

         Float. Float, or the percentage of shares freely tradeable, is one
measure of potential short-term supply. Low float raises the risk of
insufficient liquidity. MSCI monitors float for every security in its coverage,
and low float may exclude a stock from consideration. However, float can be
difficult to determine. In some markets good sources are generally not
available. In other markets, information on smaller and less prominent issues
can be subject to error and time lags. Government ownership and cross-ownership
positions can change over time, and are not always made public. Float also tends
to be defined differently depending on the source. MSCI seeks to maximize float.
As with liquidity, float is an important determinant, but not a hard-and-fast
screen for inclusion of a stock in, or exclusion of a stock from, a particular
index.

         Cross-ownership. Cross-ownership occurs when one company has an
ownership position in another. In situations where cross-ownership is
substantial, including both companies in an index may skew industry weights,
distort country-level valuations and over-represent buyable opportunities. An
integral part of MSCI's country research is identifying cross-ownerships in
order to avoid or minimize them. Cross-ownership cannot always be avoided,
especially in markets where it is prevalent. When MSCI makes exceptions, it
strives to select situations where the constituents operate in different
economic sectors, or where the subsidiary company makes only a minor
contribution to the parent company's results.


Size. MSCI attempts to meet its 60% of market capitalization (85% of free
float-adjusted market capitalization after May 31, 2002) coverage target by
including a representative sample of large, medium and small capitalization
stocks, in order to capture the sometimes disparate performance of these
sectors. In the emerging markets, the liquidity of smaller issues can be a
constraint. At the same time, properly representing the lower capitalization end
of the market risks overwhelming the index with names. Within these constraints,
MSCI strives to include smaller capitalization stocks, provided they exhibit
sufficient liquidity.

Calculation Methodology. All MSCI Indices are calculated daily using Laspeyres'
-----------------------
concept of a weighted arithmetic average together with the concept of
"chain-linking," a classical method of calculating stock market indices. The
Laspeyres method weights stocks in an index by their beginning-of-period market
capitalization. Share prices are "swept clean" daily and adjusted for any rights
issues, stock dividends or splits. Most MSCI Indices are currently calculated in
local currency and in U.S. dollars, without dividends, with gross dividends
reinvested and with net dividends reinvested. The Company's Index Funds utilize
MSCI Indices calculated with net dividends reinvested. "Net dividends" means
dividends after reduction for taxes withheld at source at the rate applicable to
holders of the underlying stock that are resident in Luxembourg. With respect to
the iShares MSCI Australia, Austria and Germany Index Funds, such withholding
rate currently differs from that applicable to United States residents.
So-called "un-franked" dividends from Australian companies are withheld at a 30%
rate to Luxembourg residents and a 15% rate to the iShares MSCI Australia Index
Fund (there is no difference in the treatment of "franked" dividends). Austrian
companies impose a 15% dividend withholding on Luxembourg residents and an 11%
rate on the iShares MSCI Austria Index Fund. German companies impose a 15%
dividend withholding on

                                       41
<PAGE>


Luxembourg residents and a 10% rate on the iShares MSCI Germany Index Fund.
Prior to January 1, 2001, emerging market indices were calculated on the basis
of reinvestment of gross dividends. "Gross dividends" means dividends before
reduction for taxes withheld at source.

         Dividend  Treatment.  The amount of an announced  dividend is
         -------------------
         reinvested on the day the security is quoted ex-dividend.  The actual
         reinvestment takes place at the close of the ex-dividend date.

         Prior to January 1, 2001, MSCI treated dividends in the following
         manner:

                  In respect of developed markets, MSCI Indices with dividends
         reinvested constitute an estimate of total return arrived at by
         reinvesting one twelfth of the year end yield at every month end.

         In respect of emerging markets, MSCI has constructed its indices with
         dividends reinvested as follows:

         o        In the period between the ex date and the date of dividend
                  reinvestment, a dividend receivable is a component of the
                  index return.

         o        Dividends are deemed received on the payment date.

         o        To determine the payment date, a fixed time lag is assumed to
                  exist between the ex date and the payment date. This time lag
                  varies by country, and is determined in accordance with
                  general practice within that market.

         o        Reinvestment of dividends occurs at the end of the month in
                  which the payment date falls.

         Price and Exchange Rates.
         ------------------------

         Prices. Prices used to calculate the MSCI Indices are the official
exchange closing prices. All prices are taken from the dominant exchange in each
market. In countries where there are foreign ownership limits, MSCI uses the
price quoted on the official exchange, regardless of whether the limit has been
reached.


         Exchange Rates. MSCI uses WM/Reuters Closing Spot Rates for all
developed and emerging markets. The WM/Reuters Closing Spot Rates were
established by a committee of investment managers and data providers, including
MSCI, whose object was to standardize exchange rates used by the investment
community. Exchange rates are taken daily at 4 p.m. London time by the WM
Company and are sourced whenever possible from multi-contributor quotes on
Reuters. Representative rates are selected for each currency based on a number
of "snapshots" of the latest contributed quotations taken from the Reuters
service at short intervals around 4 PM. WM/Reuters provides closing bid and
offer rates. MSCI uses these to calculate the mid-point to 5 decimal places.

         MSCI continues to monitor exchange rates independently and may, under
exceptional circumstances, elect to use an alternative exchange rate if the
WM/Reuters rate is believed not to be representative for a given currency on a
particular day.

         Changes to the Indices. In changing the constituents of the indices,
         ----------------------
MSCI attempts to balance representativeness versus undue turnover. An index must
represent the current state of an evolving marketplace, yet at the same time
minimize turnover, which is costly as well as inconvenient for managers.

         There are two broad categories of changes to the MSCI Indices. The
first consists of market-driven changes such as mergers, acquisitions,
bankruptcies, etc. These are announced and implemented as they occur. The second
category consists of structural changes to reflect the evolution of a market,
for example due to changes in industry composition or regulations. In the
emerging markets, index restructurings generally take place every one year to
eighteen months. Structural changes may occur only on four dates throughout the
year: the first business day of March, June, September and December. They are
preannounced at least two weeks in advance.


Additions. Restructuring an index involves a balancing of additions and
deletions. To maintain continuity and minimize turnover, MSCI is reluctant to
delete index constituents, and its approach to additions is correspondingly
stringent. As markets grow because of privatizations, investor interest, or the
relaxation of regulations, index additions (with or without corresponding
deletions) may be needed to bring industry representations up to the 60% of
market capitalization (85% of free float-adjusted market capitalization after
May 31, 2002)

                                       42
<PAGE>


         target. Companies are considered not only based on their broad
industry, but also based on their sub-sector, in order to achieve, if possible,
a broader range of economic activity. Beyond industry representativeness, new
constituents are selected based on the criteria discussed above, i.e. float,
liquidity, cross-ownership, etc.


         New Issues. In general, new issues are not eligible for immediate
inclusion in the MSCI Indices because their liquidity remains unproven. Usually,
new issues undergo a "seasoning" period of one year to eighteen months between
index restructurings until a trading pattern and volume are established. After
that time, they are eligible for inclusion, subject to the criteria discussed
above (industry representation, float, cross-ownership, etc.).

         In the emerging markets, however, it is not uncommon that a large new
issue, usually a privatization, comes to market and substantially changes the
country's industry profile. In exceptional circumstances, where the issue's
size, visibility and investor interest assure high liquidity, and where
excluding it would distort the characteristics of the market, MSCI may decide to
include it immediately in the indices.

         In other cases, MSCI may decide not to include a large new issue even
in the normal process of restructuring, and in spite of its substantial size and
liquidity.

         Deletions. MSCI's primary concern when considering deletions is the
continuity of the indices. Of secondary concern are the turnover costs
associated with deletions. The indices must represent the full investment cycle,
including bear as well as bull markets. Out-of-favor stocks may exhibit
declining price, market capitalization or liquidity, and yet continue to be good
representatives of their industry.


         Companies may be deleted because they have diversified away from their
industry classification, because the industry has evolved in a different
direction from the company's thrust, or because a better industry representative
exists (either a new issue or an existing company). In addition, in order not to
exceed the 60% (85% after May 31, 2001) target coverage of industries and
countries, adding new index companies may entail corresponding deletions.
Usually such deletions take place within the same industry, but there are
occasional exceptions.


                             INVESTMENT LIMITATIONS

         The Company has adopted the following investment restrictions as
fundamental policies with respect to each Index Fund. These restrictions cannot
be changed with respect to an Index Fund without the approval of the holders of
a majority of such Index Fund's outstanding voting securities. For purposes of
the 1940 Act, a majority of the outstanding voting securities of an Index Fund
means the vote, at an annual or a special meeting of the security holders of the
Company, of the lesser of (1) 67% or more of the voting securities of the Index
Fund present at such meeting, if the holders of more than 50% of the outstanding
voting securities of such Index Fund are present or represented by proxy, or (2)
more than 50% of the outstanding voting securities of the Index Fund. An Index
Fund may not:

         1.       Change its investment objective;

         2.       Lend any funds or other assets except through the purchase of
                  all or a portion of an issue of securities or obligations of
                  the type in which it is permitted to invest (including
                  participation interests in such securities or obligations) and
                  except that an Index Fund may lend its portfolio securities in
                  an amount not to exceed 33% of the value of its total assets;

         3.       Issue senior securities or borrow money, except borrowings
                  from banks for temporary or emergency purposes in an amount up
                  to 33% of the value of the Index Fund's total assets
                  (including the amount borrowed), valued at the lesser of cost
                  or market, less liabilities (not including the amount
                  borrowed) valued at the time the borrowing is made, and the
                  Index Fund will not purchase securities while borrowings in
                  excess of 5% of the Index Fund's total assets are outstanding,
                  provided, that for purposes of this restriction, short-term
                  credits necessary for the clearance of transactions are not
                  considered borrowings;

                                       43
<PAGE>

         4.       Pledge, hypothecate, mortgage or otherwise encumber its
                  assets, except to secure permitted borrowings. (The deposit of
                  underlying securities and other assets in escrow and
                  collateral arrangements with respect to initial or variation
                  margin for currency transactions and futures contracts will
                  not be deemed to be pledges of the Index Fund's assets);

         5.       Purchase a security (other than obligations of the United
                  States Government, its agencies or instrumentalities) if as a
                  result 25% or more of its total assets would be invested in a
                  single issuer;

         6.       Purchase, hold or deal in real estate, or oil, gas or mineral
                  interests or leases, but an Index Fund may purchase and sell
                  securities that are issued by companies that invest or deal in
                  such assets;

         7.       Act as an underwriter of securities of other issuers, except
                  to the extent the Index Fund may be deemed an underwriter in
                  connection with the sale of securities in its portfolio;

         8.       Purchase securities on margin, except for such short-term
                  credits as are necessary for the clearance of transactions,
                  except that an Index Fund may make margin deposits in
                  connection with transactions in currencies, options, futures
                  and options on futures;

         9.       Sell securities short; or

         10.      Invest in commodities or commodity contracts, except that an
                  Index Fund may buy and sell currencies and forward contracts
                  with respect thereto, and may transact in futures contracts on
                  securities, stock indices and currencies and options on such
                  futures contracts and make margin deposits in connection with
                  such contracts.

         Industry concentration. With respect to the two most heavily weighted
industries or groups of industries in its benchmark MSCI Index, an Index Fund
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 Index Fund 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 Index Fund, the Index Fund
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 to
stock(s) in another industry or group of industries, in its benchmark MSCI
Index. Each Index Fund 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. An Index Fund 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 (as defined in the Investment Company Act of 1940) of an Index Fund's
shareholders.


         As of November 30, 2000, as a result of this policy with respect to
industry concentration, the following Index Funds were concentrated (that is,
invested 25% or more of the value of their assets) in the specified industries:

iShares MSCI Index Fund                          Industry or Industries
-------------------------------------------------------------------------------
Austria                                    Banks
Canada                                     Communications Equipment
Hong Kong                                  Diversified Financials
Italy                                      Telecommunication Services
Singapore                                  Banks
Sweden                                     Communications Equipment
Switzerland                                Pharmaceuticals
Taiwan                                     Semiconductor Equipment & Products

         In addition to the investment restrictions adopted as fundamental
policies as set forth above, each Index Fund observes the following
restrictions, which may be changed by the Board without a shareholder vote. An
Index Fund will not:

                                       44
<PAGE>

         1.       Invest in the securities of a company for the purpose of
                  exercising management or control, or in any event purchase and
                  hold more than 10% of the securities of a single issuer,
                  provided that the Company may vote the investment securities
                  owned by each Index Fund in accordance with its views; or

         2.       Hold illiquid assets in excess of 15% of its net assets. An
                  illiquid asset is any asset which may not be sold or disposed
                  of in the ordinary course of business within seven days at
                  approximately the value at which the Index Fund has valued the
                  investment.

         For purposes of the percentage limitation on each Index Fund's
investments in illiquid securities, with respect to each Index Fund, foreign
equity securities, though not registered under the Securities Act of 1933 (the
"Securities Act"), are not deemed illiquid if they are otherwise readily
marketable. Such securities ordinarily are considered to be "readily marketable"
if they are traded on an exchange or other organized market and are not legally
restricted from sale by the Index Fund. The Adviser monitors the liquidity of
restricted securities in each Index Fund's portfolio under the supervision of
the Company's Board. In reaching liquidity decisions, the Adviser considers,
inter alia, the following factors:

         1.       The frequency of trades and quotes for the security;

         2.       The number of dealers wishing to purchase or sell the security
                  and the number of other potential purchasers;

         3.       Dealer undertakings to make a market in the security; and

         4.       The nature of the security and the nature of the marketplace
                  in which it trades (e.g., the time needed to dispose of the
                  security, the method of soliciting offers and the mechanics of
                  transfer).

         If a percentage limitation is adhered to at the time of investment or
contract, a later increase or decrease in percentage resulting from any change
in value or total or net assets will not result in a violation of such
restriction, except that the percentage limitations with respect to the
borrowing of money and illiquid securities will be observed continuously.

                            MANAGEMENT OF THE COMPANY

         Directors and Officers of the Company. The Board has responsibility for
         -------------------------------------
the overall management and operations of the Company, including general
supervision of the duties performed by the Adviser and other service providers.
The Board currently consists of five Directors. Nathan Most is an "interested"
director, as defined in the 1940 Act, by reason of his position as President of
the Company.

<TABLE>
<CAPTION>
                                                                          Principal Occupations
Name and Address                          Position with the Company       During Past Five Years
---------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                             <C>
Nathan Most                               Director, President and         Consultant to various companies including
P.O. Box 193                              Chairman of the Board           the Adviser; Senior Vice President
Burlingame, CA 94011-0193                                                 (retired) (from 1992 to 1996) and Vice
Age 86                                                                    President (from 1980 to 1992) of the
                                                                          American Stock  Exchange, Inc.;  President
                                                                          and CEO  (retired)  (from 1982 to 1996) of
                                                                          AMEX Commodities Corporation.
</TABLE>

                                       45
<PAGE>

<TABLE>
<CAPTION>
                                                                          Principal Occupations
Name and Address                          Position with the Company       During Past Five Years
--------------------------------------    ---------------------------- -- -------------------------------------------
<S>                                       <C>                             <C>
John B. Carroll                           Director                        Retired Vice President of Investment
520 Main Street                                                           Management (from 1984-2000) of GTE
Ridgefield, CT  06877                                                     Corporation; Advisory Board member of
Age 65                                                                    Ibbotson Assoc. (since 1998); former
                                                                          Trustee and Member of the Executive
                                                                          Committee (since 1991) of The Common Fund, a
                                                                          non-profit organization; Member of the
                                                                          Investment Committee (since 1988) of the TWA
                                                                          Pilots Annuity Trust Fund; former Vice
                                                                          Chairman and Executive Committee Member
                                                                          (since 1992) of the Committee on Investment
                                                                          of Employee Benefit Assets of the Financial
                                                                          Executive Institute; and Member (since 1986)
                                                                          of the Pension Advisory Committee of the New
                                                                          York Stock Exchange.

Timothy A. Hultquist                      Director                        Advisory Director (since 1995 and
Advisory Director                                                         Managing Director (from 1985 to 1995) of
Morgan Stanley & Co., Incorporated                                        Morgan Stanley & Co. Incorporated;
1221 Avenue of the Americas                                               Chairman (since 1994) and Trustee (since
30th Floor                                                                1885) of the Board of Trustees of
New York, NY 10020                                                        Macalester College; Treasurer and Trustee
Age 50                                                                    (since 1995) of Russell Sage Foundation;
                                                                          Member (since 1994) of Wilmer Eye Institute
                                                                          Advisory Counsel at Johns Hopkins University
                                                                          Hospital; President (since 1992) of the
                                                                          Hultquist Foundation; Chairman, Council of
                                                                          Board Chairmen of Independent Colleges.

Lloyd N. Morrisett                        Director                        President (retired) of The John and Mary
Children's Television Workshop                                            R. Markle Foundation (from 1969 to 1998);
One Lincoln Plaza, 4th Floor                                              Chairman (since 1970) of the Children's
New York, NY 10023                                                        Television Workshop; Chairman (since
Age 71                                                                    1998) and Director (since 1994) of
                                                                          Infonautics Corporation; Trustee (from 1973
                                                                          to 1983, from 1985 to 1995, and since 1996)
                                                                          of RAND; Director (since 1976) of Haskins
                                                                          Laboratories, Inc.; Director (1990-January,
                                                                          1997) of the Multimedia Corporation;
                                                                          Director (since 1992) of Classroom, Inc.;
                                                                          Director (since 1995) of Smith College
                                                                          Center for the Study of Social and Political
                                                                          Change; Director (since 1998) of Public
                                                                          Agenda Foundation; Member of Board of
                                                                          Overseers (from 1995 to 1998) of Dartmouth
                                                                          School of Medicine; Member (since 1968) of
                                                                          the Council on Foreign Relations; and Member
                                                                          (since 1970) of the American Association for
                                                                          the Advancement of Science.
</TABLE>

                                       46
<PAGE>

<TABLE>
<CAPTION>
                                                                          Principal Occupations
Name and Address                          Position with the Company       During Past Five Years
--------------------------------------    ---------------------------- -- -------------------------------------------
<S>                                       <C>                             <C>
W. Allen Reed                             Director                        President, CEO and Director (since 1994)
President                                                                 of General Motors Investment Management
General Motors Investment                                                 Corporation; Vice President and Treasurer
Management Corp.                                                          (from 1991 to 1994) of Hughes
767 Fifth Avenue                                                          Electronics; President (from 1984 to
New York, NY 10153                                                        1991) of Hughes Investment Management
Age 53                                                                    Company; Director (from 1995 to 1998) of
                                                                          Taubman Centers, Inc. (a real estate
                                                                          investment trust); Director (since 1992) of
                                                                          FLIR Systems (an imaging technology
                                                                          company); Director (since 1994) of General
                                                                          Motors Acceptance Corporation; Director
                                                                          (since 1994) of General Motors Insurance
                                                                          Corporation; Director (since 1995) of Equity
                                                                          Fund of Latin America; Director (since 1995)
                                                                          of the Commonwealth Equity Fund; Member
                                                                          (from 1994 to 1998) of the Pension Managers
                                                                          Advisory Committee of the New York Stock
                                                                          Exchange; Member (since 1995) of the New
                                                                          York State Retirement System Advisory Board;
                                                                          Chairman (since 1995) of the Investment
                                                                          Advisory Committee of Howard Hughes Medical
                                                                          Institute.

Stephen M. Wynne                          Treasurer                       Chairman of PFPC Trustee & Custodial
Executive Vice President                                                  Services Ltd. (since 1995); Executive
PFPC Inc.                                                                 Vice President and Chief Accounting
400 Bellevue Parkway                                                      Officer (since 1993) and Senior Vice
Wilmington, DE 19809                                                      President and Chief Accounting Officer
Age 45                                                                    (from 1991 to 1993) of PFPC Inc.;
                                                                          Executive Vice President (from 1993 to 1995)
                                                                          of PFPC International.

R. Sheldon Johnson                        Secretary                       Managing Director, Global Equity
Managing Director                                                         Derivatives, Morgan Stanley & Co.
Morgan Stanley & Co. Incorporated                                         Incorporated (since 1988).
1585 Broadway
New York, NY 10036
Age 54
</TABLE>

         Directors' Compensation.  The table below sets forth the compensation
         -----------------------
 paid to Directors of the Company for the fiscal year ended August 31, 2000.

<TABLE>
<CAPTION>
                                                        Pension or                               Total Compensation
                                  Aggregate         Retirement Benefits     Estimated Annual    from Registrant and
      Name of Person          Compensation from     Accrued as Part of       Benefits Upon        Company Complex
       And Position               Registrant         Company Expenses          Retirement        Paid to Directors
---------------------------- --------------------- ---------------------- --------------------- ---------------------
<S>                                <C>                     <C>                    <C>                 <C>
Nathan Most, Director,             $82,500                 None                   None                $82,500
President and Chairman of
the Board
John B. Carroll, Director          $55,000                 None                   None                $55,000
Timothy A. Hultquist,              $55,000                 None                   None                $55,000
Director
Lloyd N. Morrisett,                $55,000                 None                   None                $55,000
Director
W. Allen Reed, Director            $55,000                 None                   None                $55,000
</TABLE>

                                       47
<PAGE>


         No officer is entitled to any compensation, and no officer or Director
is entitled to any pension or retirement benefits, from the Company.

               CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

         Although the Company does not have information concerning the
beneficial ownership of iShares held in the names of DTC Participants, as of
December 15, 2000, the name, address and percentage ownership of each DTC
Participant that owned of record 5% or more of the outstanding shares of an
Index Fund were as follows:

<TABLE>
<CAPTION>
iShares MSCI Index Fund              Name and Address                                     Percentage of Ownership
-----------------------              ----------------                                     -----------------------
<S>                                  <C>                                                         <C>
Australia                            Chase Manhattan Bank                                         48.87%
                                     One Chase Manhattan Plaza
                                     New York, NY  10081

                                     Morgan Stanley & Co., Incorporated                           12.72%
                                     One Pierrepont Plaza
                                     Brooklyn, NY  11201


Austria                              Merrill Lynch Pierce Fenner & Smith Inc.                     19.43%
                                     Safekeeping
                                     101 Hudson Street
                                     Jersey City, NJ  07302

                                     Salomon Smith Barney Inc.                                    13.51%
                                     333 West 34th Street, 3rd Floor
                                     New York, NY  10001

                                     Citibank/Private Banking                                      6.56%
                                     One Court Square, 22nd Floor
                                     Long Island City, NY  11120

                                     Brown Bros. Harriman & Co.                                    6.42%
                                     59 Wall Street
                                     New York, NY  10005

                                     Morgan Stanley & Co., Incorporated                            5.93%
                                     One Pierrepont Plaza
                                     Brooklyn, NY  11201

                                     Swiss American Securities, Inc.                               5.67%
                                     100 Wall Street
                                     New York, NY  10005

                                     Chase Manhattan Bank                                          5.13%
                                     One Chase Manhattan Plaza
                                     New York, NY  10081

                                     Wilmington Trust Co.                                          5.09%
                                     Rodney Square North
                                     Wilmington, DE  19890


Belgium                              Merrill Lynch Pierce Fenner & Smith Inc.                     12.24%
                                     Safekeeping
                                     101 Hudson Street
                                     Jersey City, NJ  07302
</TABLE>

                                       48
<PAGE>


<TABLE>
<CAPTION>
iShares MSCI Index Fund              Name and Address                                     Percentage of Ownership
-----------------------              ----------------                                     -----------------------
<S>                                  <C>                                                         <C>
                                     Morgan Stanley & Co., Incorporated                           11.66%
                                     One Pierrepont Plaza
                                     Brooklyn, NY  11201

                                     Prudential Securities Incorporated                            8.14%
                                     1 New York Plaza, 9th Floor
                                     New York, NY  10292

                                     The Bank of New York                                          6.18%
                                     One Wall Street
                                     New York, NY  10286

                                     Citibank/Private Banking                                      5.70%
                                     One Court Square, 22nd Floor
                                     Long Island City, NY  11120

                                     Salomon Smith Barney Inc.                                     5.26%
                                     333 West 34th Street, 3rd Floor
                                     New York, NY  10001


Brazil (Free)                        Morgan Stanley & Co., Incorporated                           60.88%
                                     One Pierrepont Plaza
                                     Brooklyn, NY  11201

                                     Merrill Lynch Pierce Fenner & Smith Inc.                     26.59%
                                     Safekeeping
                                     101 Hudson Street
                                     Jersey City, NJ  07302

                                     Chase Manhattan Bank                                          5.54%
                                     One Chase Manhattan Plaza
                                     New York, NY  10081

Canada                               Charles Schwab & Co., Inc.                                   15.24%
                                     Newport Financial Center
                                     111 Pavonia Avenue East, 3rd Floor
                                     Jersey City, NJ  07310

                                     Morgan Stanley & Co., Incorporated                           10.48%
                                     One Pierrepont Plaza
                                     Brooklyn, NY  11201

                                     Merrill Lynch Pierce Fenner & Smith Inc.                      6.83%
                                     Safekeeping
                                     101 Hudson Street
                                     Jersey City, NJ  07302

                                     Brown Bros. Harriman & Co.                                    6.54%
                                     59 Wall Street
                                     New York, NY  10005

                                     Swiss American Securities, Inc.                               6.02%
                                     100 Wall Street
                                     New York, NY  10005

                                     National Financial Services Corporation                       5.29%
                                     1 World Financial Center, Tower A
                                     New York, NY  10281
</TABLE>

                                       49
<PAGE>


<TABLE>
<CAPTION>
iShares MSCI Index Fund              Name and Address                                     Percentage of Ownership
-----------------------              ----------------                                     -----------------------
<S>                                  <C>                                                         <C>
EMU                                  SEI Trust Company                                            41.84%
                                     680 East Swedesford Road
                                     Wayne, PA  19087

                                     Brown Bros. Harriman & Co.                                   10.53%
                                     59 Wall Street
                                     New York, NY  10005

                                     Charles Schwab & Co., Inc.                                    7.89%
                                     Newport Financial Center
                                     111 Pavonia Avenue East, 3rd Floor
                                     Jersey City, NJ  07310

                                     Salomon Smith Barney Inc.                                     7.57%
                                     333 West 34th Street, 3rd Floor
                                     New York, NY  10001

                                     Morgan Stanley & Co. Incorporated                             5.28%
                                     One Pierrepont Plaza
                                     Brooklyn, NY  11201


France                               State Street Bank & Trust Company                            13.02%
                                     1776 Heritage Drive
                                     Quincy, MA  02171

                                     Morgan Stanley & Co. Incorporated                            11.85%
                                     One Pierrepont Plaza
                                     Brooklyn, NY  11201

                                     The Bank of New York                                         10.83%
                                     One Wall Street
                                     New York, NY  10286

                                     Brown Bros. Harriman & Co.                                    8.28%
                                     59 Wall Street
                                     New York, NY  10005

                                     Swiss American Securities, Inc.                               5.06%
                                     100 Wall Street
                                     New York, NY  10005


Germany                              State Street Bank & Trust Company                             8.47%
                                     1776 Heritage Drive
                                     Quincy, MA  02171

                                     Northern Trust                                                7.60%
                                     801 S. Canal Street
                                     Chicago, IL  60607

                                     The Canadian Depository for Securities Ltd.                   6.59%
                                     85 Richmond Street West
                                     Toronto, Ontario
                                     Canada M5H2C9
</TABLE>

                                       50
<PAGE>


<TABLE>
<CAPTION>
iShares MSCI Index Fund              Name and Address                                     Percentage of Ownership
-----------------------              ----------------                                     -----------------------
<S>                                  <C>                                                         <C>
                                     The Bank of New York                                          6.43%
                                     One Wall Street
                                     New York, NY  10286

                                     Brown Bros. Harriman & Co.                                    5.55%
                                     59 Wall Street
                                     New York, NY  10005


Hong Kong                            Morgan Stanley & Co. Incorporated                             8.72%
                                     One Pierrepont Plaza
                                     Brooklyn, NY  11201

                                     Salomon Smith Barney Inc.                                     8.72%
                                     333 West 34th Street, 3rd Floor
                                     New York, NY  10001

                                     Merrill Lynch Pierce Fenner & Smith                           6.68%
                                     Safekeeping
                                     101 Hudson Street
                                     Jersey City, NJ  07302

                                     Brown Bros. Harriman & Co.                                    5.84%
                                     59 Wall Street
                                     New York, NY  10005

                                     Charles Schwab & Co., Inc.                                    5.66%
                                     Newport Financial Center
                                     111 Pavonia Avenue East, 3rd Floor
                                     Jersey City, NJ  07310


Italy                                Brown Bros. Harriman & Co.                                   18.16%
                                     59 Wall Street
                                     New York, NY  10005

                                     The Bank of New York                                         15.16%
                                     One Wall Street
                                     New York, NY  10286

                                     Morgan Stanley & Co. Incorporated                            11.54%
                                     One Pierrepont Plaza
                                     Brooklyn, NY  11201

                                     State Street Bank & Trust Company                             7.18%
                                     1776 Heritage Drive
                                     Quincy, MA  02171

                                     Swiss American Securities, Inc.                               7.02%
                                     100 Wall Street
                                     New York, NY  10005


Japan                                Morgan Stanley & Co. Incorporated                            11.69%
                                     One Pierrepont Plaza
                                     Brooklyn, NY  11201

                                     Northern Trust                                               10.47%
                                     801 S. Canal Street
                                     Chicago, IL  60607

</TABLE>

                                       51
<PAGE>


<TABLE>
<CAPTION>
iShares MSCI Index Fund              Name and Address                                     Percentage of Ownership
-----------------------              ----------------                                     -----------------------
<S>                                  <C>                                                         <C>
                                     Brown Bros. Harriman & Co.                                    7.08%
                                     59 Wall Street
                                     New York, NY  10005

                                     State Street Bank & Trust Company                             6.66%
                                     1776 Heritage Drive
                                     Quincy, MA  02171

                                     The Bank of New York                                          6.09%
                                     One Wall Street
                                     New York, NY  10286


Malaysia (Free)                      State Street Bank & Trust Company                            28.32%
                                     1776 Heritage Drive
                                     Quincy, MA  02171

                                     The Bank of New York                                          8.93%
                                     One Wall Street
                                     New York, NY  10286

                                     Boston Safe Deposit & Trust Co.                               7.52%
                                     One Cabot Road
                                     Medford, MA  02155

                                     Salomon Smith Barney Inc.                                     6.39%
                                     333 West 34th Street, 3rd Floor
                                     New York, NY  10001

Mexico (Free)                        Brown Bros. Harriman & Co.                                   14.10%
                                     59 Wall Street
                                     New York, NY  10005

                                     State Street Bank & Trust Company                            10.82%
                                     1776 Heritage Drive
                                     Quincy, MA  02171

                                     Salomon Smith Barney Inc.                                     9.91%
                                     333 West 34th Street, 3rd Floor
                                     New York, NY  10001

                                     The Bank of New York                                          8.30%
                                     One Wall Street
                                     New York, NY  10286

                                     Morgan Stanley & Co. Incorporated                             8.23%
                                     One Pierrepont Plaza
                                     Brooklyn, NY  11201


Netherlands                          Citibank, N.A.                                               23.76%
                                     1410 Westshore Blvd.
                                     Tampa, FL  33607

                                     State Street Bank & Trust Company                             9.63%
                                     1776 Heritage Drive
                                     Quincy, MA  02171
</TABLE>

                                       52
<PAGE>


<TABLE>
<CAPTION>
iShares MSCI Index Fund              Name and Address                                     Percentage of Ownership
-----------------------              ----------------                                     -----------------------
<S>                                  <C>                                                         <C>
                                     The Bank of New York                                          9.01%
                                     One Wall Street
                                     New York, NY  10286

                                     Brown Bros. Harriman & Co.                                    7.92%
                                     59 Wall Street
                                     New York, NY  10005

                                     Merrill Lynch Pierce Fenner & Smith                           7.33%
                                     Safekeeping
                                     101 Hudson Street
                                     Jersey City, NJ  07302

                                     Morgan Stanley & Co. Incorporated                             7.19%
                                     One Pierrepont Plaza
                                     Brooklyn, NY  11201


Singapore (Free)                     Merrill Lynch Pierce Fenner & Smith                           8.31%
                                     Safekeeping
                                     101 Hudson Street
                                     Jersey City, NJ  07302

                                     Salomon Smith Barney Inc.                                     7.94%
                                     333 West 34th Street, 3rd Floor
                                     New York, NY  10001

                                     Charles Schwab & Co., Inc.                                    6.94%
                                     Newport Financial Center
                                     111 Pavonia Avenue East, 3rd Floor
                                     Jersey City, NJ  07310

                                     National Financial Services Corporation                       6.16%
                                     1 World Financial Center, Tower A
                                     New York, NY  10281

                                     A.G. Edwards & Sons, Inc.                                     5.52%
                                     77 Water Street
                                     New York, NY  10005


South Korea                          Morgan Stanley & Co. Incorporated                            45.63%
                                     One Pierrepont Plaza
                                     Brooklyn, NY  11201

                                     Boston Safe Deposit & Trust Co.                               9.43%
                                     One Cabot Road
                                     Medford, MA  02155

                                     Brown Bros. Harriman & Co.                                    7.85%
                                     59 Wall Street
                                     New York, NY  10005

Spain                                Morgan Stanley & Co. Incorporated                            15.05%
                                     One Pierrepont Plaza
                                     Brooklyn, NY  11201

                                     The Bank of New York                                         13.48%
                                     One Wall Street
                                     New York, NY  10286
</TABLE>

                                       53
<PAGE>


<TABLE>
<CAPTION>
iShares MSCI Index Fund              Name and Address                                     Percentage of Ownership
-----------------------              ----------------                                     -----------------------
<S>                                  <C>                                                         <C>
                                     Brown Bros. Harriman & Co.                                   12.04%
                                     59 Wall Street
                                     New York, NY  10005

                                     Swiss American Securities, Inc.                               6.90%
                                     100 Wall Street
                                     New York, NY  10005

                                     Citibank, N.A.                                                5.18%
                                     1410 Westshore Blvd.
                                     Tampa, FL  33607

Sweden                               The Bank of New York                                         22.56%
                                     One Wall Street
                                     New York, NY  10286

                                     Citibank, N.A.                                               10.91%
                                     1410 Westshore Blvd.
                                     Tampa, FL  33607

                                     Brown Bros. Harriman & Co.                                    6.51%
                                     59 Wall Street
                                     New York, NY  10005

                                     Morgan Stanley & Co. Incorporated                             6.43%
                                     One Pierrepont Plaza
                                     Brooklyn, NY  11201

                                     Charles Schwab & Co., Inc.                                    5.02%
                                     Newport Financial Center
                                     111 Pavonia Avenue East, 3rd Floor
                                     Jersey City, NJ  07310


Switzerland                          Citibank, N.A.                                               15.16%
                                     1410 Westshore Blvd.
                                     Tampa, FL  33607

                                     Morgan Stanley & Co. Incorporated                            13.30%
                                     One Pierrepont Plaza
                                     Brooklyn, NY  11201

                                     Brown Bros. Harriman & Co.                                   10.75%
                                     59 Wall Street
                                     New York, NY  10005

                                     The Bank of New York                                          9.11%
                                     One Wall Street
                                     New York, NY  10286

                                     Merrill Lynch Pierce Fenner & Smith                           8.18%
                                     Safekeeping
                                     101 Hudson Street
                                     Jersey City, NJ  07302

                                     State Street Bank & Trust Company                             5.84%
                                     1776 Heritage Drive
                                     Quincy, MA  02171
</TABLE>

                                       54
<PAGE>


<TABLE>
<CAPTION>
iShares MSCI Index Fund              Name and Address                                     Percentage of Ownership
-----------------------              ----------------                                     -----------------------
<S>                                  <C>                                                         <C>
Taiwan                               Northern Trust                                               64.00%
                                     801 S. Canal Street
                                     Chicago, IL  60607

                                     Chase Manhattan Bank                                         13.44%
                                     One Chase Manhattan Plaza
                                     New York, NY  10081

                                     Morgan Stanley & Co. Incorporated                             7.44%
                                     One Pierrepont Plaza
                                     Brooklyn, NY  11201

                                     Boston Safe Deposit & Trust Co.                               5.70%
                                     One Cabot Road
                                     Medford, MA  02155


United Kingdom                       Morgan Stanley & Co. Incorporated                            13.84%
                                     One Pierrepont Plaza
                                     Brooklyn, NY  11201

                                     State Street Bank & Trust Company                            11.89%
                                     1776 Heritage Drive
                                     Quincy, MA  02171

                                     The Bank of New York                                          9.17%
                                     One Wall Street
                                     New York, NY  10286

                                     Northern Trust                                                8.17%
                                     801 S. Canal Street
                                     Chicago, IL  60607

                                     Citibank, N.A.                                                6.92%
                                     1410 Westshore Blvd.
                                     Tampa, FL  33607

                                     Brown Bros. Harriman & Co.                                    6.71%
                                     59 Wall Street
                                     New York, NY  10005
</TABLE>

    INVESTMENT ADVISORY, MANAGEMENT, ADMINISTRATIVE AND DISTRIBUTION SERVICES

         Investment Adviser. Barclays Global Fund Advisors (the "Adviser") acts
         ------------------
as investment adviser to the Company and, subject to the supervision of the
Board, is responsible for the investment management of each Index Fund. The
Adviser is a California corporation indirectly owned by Barclays Bank PLC, and
is registered as an investment adviser under the Investment Advisers Act of
1940. The Adviser and its parent, Barclays Global Investors, N.A., manage,
administer or advise assets aggregating in excess of $831 billion as of November
30, 2000.

         The Adviser serves as investment adviser to each Index Fund pursuant to
an Advisory Agreement (the "Advisory Agreement") between the Company and the
Adviser that was amended effective May 8, 2000. Under the Advisory Agreement,
the Adviser, subject to the supervision of the Company's Board and in conformity
with the stated investment policies of each Index Fund, manages the investment
of each Index Fund's assets. The Adviser may enter into subadvisory agreements
with additional investment advisers to act as subadvisers with respect to
particular Index Fund. The Adviser will pay subadvisers, if any, out of the fees
received by the Adviser. The Adviser is responsible for (i) placing purchase and
sale orders, (ii) providing continuous supervision of the investment portfolio
of each Index Fund, (iii) the general management of the Company's affairs, and
(iv) paying all expenses

                                       55
<PAGE>


for Company operations and activities. For its investment management services to
each Index Fund, except the nine (9) Index Funds listed below, the Adviser is
paid a fee equal to each of those Index Fund's allocable portion of: .59% per
annum of the aggregate net assets of those Index Funds less than or equal to $7
billion, plus .54% per annum of the aggregate net assets of those Index Funds
between $7 billion and $11 billion, plus .49% per annum of the aggregate net
assets of those Index Funds in excess of $11 billion; for its investment
management services to the iShares MSCI Brazil (Free), Greece, Indonesia (Free),
Portugal, South Africa, South Korea, Taiwan, Thailand (Free) and Turkey Index
Funds, the Adviser is paid management fees equal to each of those Index Fund's
allocable portion of: 0.74% per annum of the aggregate net assets of those Index
Funds less than or equal to $2 billion, plus 0.69% per annum of the aggregate
net assets of those Index Funds between $2 billion and $4 billion, plus 0.64%
per annum of the aggregate net assets of those Index Funds greater than $4
billion; provided, however, that the fee paid to the Adviser with respect to
each Index Fund shall be reduced by the aggregate of such Index Funds' fees and
expenses, other than (i) expenses of the Index Funds incurred in connection with
the execution of portfolio securities transactions on behalf of such Index
Funds, (ii) expenses incurred in connection with any distribution plan adopted
by the Company in compliance with Rule 12b-1 under the Investment Company Act of
1940, (iii) litigation expenses, (iv) taxes (including, but not limited to,
income, excise, transfer and withholding taxes), (v) any cost or expense that a
majority of the Directors of the Company who are not "interested persons" (as
defined in the Investment Company Act of 1940) deems to be an extraordinary
expense and (vi) the advisory fee payable to the Adviser under the Advisory
Agreement; and provided, further, that the Adviser shall reimburse the Company
to the extent that the expenses of any Index Fund (other than the expenses set
forth in the foregoing proviso) exceed the amount set forth above with respect
to such Index Fund. The management fees are accrued daily and paid by the
Company as soon as practical after the last day of each calendar quarter. The
Adviser may from time to time reimburse expenses to one or more Index Funds. The
Company's management fees, like those paid by most index funds, are lower than
those paid by many actively managed funds. One reason for the difference in fee
levels is that passive management requires fewer investment, research and
trading decisions, thereby justifying lower fees. Pursuant to the Advisory
Agreement, the Adviser is not liable for any error of judgment or mistake of law
or for any loss suffered by the Company, unless caused by the Adviser's willful
malfeasance, bad faith or gross negligence in the performance of its duties or
reckless disregard of its duties and obligations under the Advisory Agreement.
The Advisory Agreement, with respect to all Index Funds, is subject to annual
approval by (1) the Company's Board or (2) vote of a majority of the outstanding
voting securities (as defined in the 1940 Act) of the Company, provided that in
either event the continuance also is approved by a majority of the Company's
Board who are not interested persons (as defined in the 1940 Act) of the Company
by vote cast in person at a meeting called for the purpose of voting on such
approval. The Advisory Agreement is terminable without penalty, on 60 days'
notice, by the Company's Board or by vote of the holders of a majority (as
defined in the 1940 Act) of the Company's outstanding voting securities. The
Advisory Agreement is also terminable upon 60 days' notice by the Adviser and
will terminate automatically in the event of its assignment (as defined in the
1940 Act).

         Prior to May 8, 2000, for its investment management services to each
Index Fund, except those listed below, the Adviser was paid management fees
equal to each Index Funds' allocable portion of: .27% per annum of the aggregate
net assets of such Index Funds less than or equal to $1.7 billion, plus .15% per
annum of the aggregate net assets of the Index Funds between $1.7 billion and $7
billion, plus .12% per annum of the aggregate net assets of the Index Funds
between $7 billion and $10 billion, plus .08% per annum of the aggregate net
assets of the Index Funds in excess of $10 billion. The management fees were
accrued daily and paid by the Company as soon as practical after the last day of
each calendar quarter.

         For its advisory services, the Company paid and accrued the following
fees to the Adviser:

<TABLE>
<CAPTION>
                         Fiscal Year Ended      Fiscal Year Ended      Fiscal Year Ended
Index Fund                August 31, 1998        August 31, 1999        August 31, 2000
-------------------------------------------------------------------------------------------
<S>                           <C>                     <C>                  <C>
Australia                     $113,929                $135,613             $148,628
Austria                        $17,769                 $27,123              $19,889
Belgium                        $80,997                 $44,906              $25,952
Brazil (Free)                      n/a                     n/a                 $410(1)
Canada                         $56,716                 $33,205              $23,119
EMU                                n/a                     n/a               $7,196(2)
France                         $74,578                $137,387             $208,698
Germany                       $118,054                $219,901             $415,826
</TABLE>

                                       56
<PAGE>


<TABLE>
<S>                           <C>                     <C>                  <C>
Hong Kong                     $124,506                $197,467             $203,154
Italy                         $162,294                $186,292             $154,493
Japan                         $433,508              $1,096,060           $2,363,952
Malaysia (Free)               $132,902                $176,782             $264,088
Mexico (Free)                  $38,055                 $39,012              $45,446
Netherlands                    $44,756                 $68,016              $61,274
Singapore (Free)              $119,392                $255,259             $268,788
South Korea                        n/a                     n/a               $8,252(3)
Spain                          $53,561                 $92,868              $94,886
Sweden                         $35,809                 $43,348              $52,196
Switzerland                    $64,666                 $93,758              $88,433
Taiwan                             n/a                     n/a              $16,530(4)
United Kingdom                $137,019                $245,947             $349,463
</TABLE>

---------------------
(1)      For the period July 11, 2000 (commencement of operations) through
         August 31, 2000.
(2)      For the period July 26, 2000 (commencement of operations) through
         August 31, 2000.
(3)      For the period May 10, 2000 (commencement of operations) through
         August 31, 2000.
(4)      For the period June 21, 2000 (commencement of operations) through
         August 31, 2000.

         Pursuant to the Advisory Agreement, the following reimbursement was
paid and accrued to the Company by the Adviser:

                           Fiscal Year Ended
Index Fund                  August 31, 2000
---------------------------------------------
Australia                            $0
Austria                          $4,019
Belgium                              $0
Brazil (Free)                  $13,265(1)
Canada                           $3,428
EMU                            $29,111(2)
France                               $0
Germany                              $0
Hong Kong                            $0
Italy                                $0
Japan                                $0
Malaysia (Free)                      $0
Mexico (Free)                      $463
Netherlands                          $0
Singapore (Free)                     $0
South Korea                     $21,736(3)
Spain                                $0
Sweden                               $0
Switzerland                          $0
Taiwan                          $37,794(4)
United Kingdom                       $0

(1)      For the period July 11, 2000 (commencement of operations) through
         August 31, 2000.
(2)      For the period July 26, 2000 (commencement of operations) through
         August 31, 2000.
(3)      For the period May 10, 2000 (commencement of operations) through
         August 31, 2000.
(4)      For the period June 21, 2000 (commencement of operations) through
         August 31, 2000.

         Code of Ethics. Each of the Company, the Advisor and the Company's
         --------------
Distributor, SEI Investments Distribution Co. (the "Distributor"), have adopted
a Code of Ethics designed to prevent affiliated persons of the Company, the
Advisor and the Distributor from engaging in deceptive, manipulative or
fraudulent activities in connection with securities held or to be acquired by
the Index Funds.


                                       57
<PAGE>

         Administrator. PFPC Inc. (the "Administrator"), an indirect wholly
         -------------
owned subsidiary of PNC Bank Corp., acts as administration and accounting agent
of the Company pursuant to an Administration and Accounting Services Agreement
with the Company and is responsible for certain clerical, recordkeeping and
bookkeeping services, except those to be performed by the Adviser, by Chase in
its capacity as Custodian, or by PNC Bank, N.A. ("PNC") in its capacity as
Transfer Agent. The Administrator has no role in determining the investment
policies of the Company or which securities are to be purchased or sold by the
Company. The principal business address of the Administrator is 400 Bellevue
Parkway, Wilmington, DE 19809.

         For the administrative and fund accounting services the Administrator
provides to the Company, PFPC is paid aggregate fees equal to each Index Fund's
allocable portion of: .15% per annum of the average aggregate daily net assets
of the Company up to $3 billion; plus .10% per annum of the average aggregate
daily net assets of the Company between $3 billion and $4.5 billion, plus .095%
per annum of the average aggregate daily net assets of the Company in excess of
$4.5 billion. The Administrator pays Morgan Stanley & Co. Incorporated a fee of
 .05% of the average daily net assets of the Company for sub-administration
services as described under "The Sub-Administrator" below.

         Prior to February 1, 2000, for the administrative and fund accounting
services the Administrator provided to the Company, PFPC was paid aggregate fees
equal to each Index Fund's allocable portion of: .22% per annum of the aggregate
average daily net assets of the Company up to $1.5 billion; plus .15% per annum
of the aggregate average daily net assets of the Company between $1.5 billion
and $3 billion, plus .14% per annum of the aggregate average daily net assets of
the Company between $3 billion and $5 billion, plus .13% per annum of the
aggregate average daily net assets of the Company between $5 billion and $7.5
billion, plus .115% per annum of the aggregate average daily net assets of the
Company between $7.5 billion and $10 billion, plus .10% per annum of the
aggregate average daily net assets of the Company in excess of $10 billion. The
Administrator paid Morgan Stanley & Co. Incorporated a fee of .05% of the
average daily net assets of the Company for sub-administration services as
described under "The Sub-Administrator" below.

         Pursuant to the Administration and Accounting Services Agreement, the
Administrator is liable for damages arising of its failure to perform its duties
due to willful misfeasance, bad faith, gross negligence or reckless disregard of
such duties. The Company will indemnify the Administrator for certain
liabilities, including certain liabilities arising under federal securities
laws, except for liabilities arising out of the Administrator's willful
misfeasance, bad faith, gross negligence or reckless disregard of its duties.


         For its administrative services, the Company paid and accrued the
following fees to the Administrator:

<TABLE>
<CAPTION>
                         Fiscal Year Ended      Fiscal Year Ended      Fiscal Year Ended
Index Fund                August 31, 1998        August 31, 1999        August 31, 2000
-------------------------------------------------------------------------------------------
<S>                            <C>                   <C>                    <C>
Australia                      $89,377               $110,319               $106,930
Austria                        $14,128                $22,059                $19,678
Belgium                        $63,121                $36,546                $22,408
Brazil (Free)                      n/a                    n/a                $4,908(1)
Canada                         $44,201                $27,026                $23,780
EMU                                n/a                    n/a                $6,012(2)
France                         $59,529               $111,716               $152,143
Germany                        $94,141               $178,860               $272,489
Hong Kong                      $98,932               $160,647               $141,347
Italy                         $128,961               $151,590               $107,296
Japan                         $340,915               $890,839             $1,506,281
Malaysia (Free)               $106,617               $143,744               $185,310
Mexico (Free)                  $29,580                $31,717                $45,292
Netherlands                    $35,512                $55,318                $47,334
Singapore (Free)               $95,590               $207,640               $188,421
South Korea                        n/a                    n/a                $8,322(3)
Spain                          $42,795                $75,553                $71,035
Sweden                         $29,928                $35,257                $42,428
Switzerland                    $51,205                $76,274                $69,813
</TABLE>

                                       58
<PAGE>


<TABLE>
<S>                           <C>                    <C>                    <C>
Taiwan                             n/a                    n/a                $9,318(4)
United Kingdom                $108,935               $200,033               $226,121
</TABLE>
---------------------
(1)      For the period July 11, 2000 (commencement of operations) through
         August 31, 2000.
(2)      For the period July 26, 2000 (commencement of operations) through
         August 31, 2000.
(3)      For the period May 10, 2000 (commencement of operations) through
         August 31, 2000.
(4)      For the period June 21, 2000 (commencement of operations) through
         August 31, 2000.

         Sub-Administrator. Morgan Stanley & Co. Incorporated provides certain
         -----------------
sub-administrative services relating to the Company pursuant to a
Sub-Administration Agreement and receives a fee from the Administrator equal to
 .05% of the Company's average daily net assets for providing such services.
Morgan Stanley & Co. Incorporated, as Sub-Administrator, has no role in
determining the investment policies of the Company or which securities are to be
purchased or sold by the Company. The principal business address of Morgan
Stanley & Co. Incorporated is 1585 Broadway, New York, New York, 10036.

         For sub-administrative services, the Administrator paid or accrued the
following fees to the Sub-Administrator and its affiliates:



<TABLE>
<CAPTION>
                        October 29, 1997to      Fiscal Year Ended       Fiscal Year Ended
Index Fund                August 31, 1998        August 31, 1999         August 31, 2000
--------------------------------------------------------------------------------------------
<S>                           <C>                      <C>                    <C>
Australia                     $17,644                  $25,114                $30,652
Austria                        $2,940                   $5,023                 $5,555
Belgium                       $12,122                   $8,316                 $6,385
Brazil (Free)                     n/a                      n/a                 $1,636(1)
Canada                         $8,491                   $6,149                 $7,050
EMU                               n/a                      n/a                 $2,004(2)
France                        $12,573                  $25,442                $44,197
Germany                       $19,811                  $40,722                $80,143
Hong Kong                     $20,539                  $36,568                $40,420
Italy                         $26,776                  $34,499                $31,093
Japan                         $67,965                 $202,974               $432,336
Malaysia (Free)               $22,936                  $32,737                $53,762
Mexico (Free)                  $5,620                   $7,224                $13,186
Netherlands                    $7,332                  $12,596                $13,362
Singapore (Free)              $20,417                  $47,270                $52,989
South Korea                       n/a                      n/a                 $2,774(3)
Spain                          $9,072                  $17,198                $20,513
Sweden                         $5,789                   $8,027                $12,361
Switzerland                   $10,490                  $17,363                $20,057
Taiwan                            n/a                      n/a                 $3,106(4)
United Kingdom                $22,664                  $45,546                $65,478
</TABLE>

---------------------
(1)      For the period July 11, 2000 (commencement of operations) through
         August 31, 2000.
(2)      For the period July 26, 2000 (commencement of operations) through
         August 31, 2000.
(3)      For the period May 10, 2000 (commencement of operations) through
         August 31, 2000.
(4)      For the period June 21, 2000 (commencement of operations) through
         August 31, 2000.

         Distributor. Effective March 28, 2000, SEI Investments Distribution
         -----------
Company became the principal underwriter and distributor of iShares. The
Distributor's principal offices are located at One Freedom Valley Drive, Oaks,
PA 19456. Investor information can be obtained by calling 1-800-iShares
(1-800-474-2737). The Distributor has entered into an agreement with the Company
which will continue for one year from its effective date, and which is renewable
annually thereafter (the "Distribution Agreement"), pursuant to which it
distributes Company shares. iShares will be continuously offered for sale by the
Company through the Distributor only in Creation Units, as described below under
"Purchase and Issuance of iShares in Creation Units." iShares in less than
Creation Units are not distributed by the Distributor. The Distributor also acts
as agent for the Company. The Distributor will deliver a prospectus to persons
purchasing iShares in Creation Units and will maintain records of both orders
placed with it


                                       59
<PAGE>

and confirmations of acceptance furnished by it. The Distributor is a
broker-dealer registered under the Securities Exchange Act of 1934 (the
"Exchange Act") and a member of the National Association of Securities Dealers,
Inc. SEI Investments Distribution Company as Distributor, has no role in
determining the investment policies of the Company or which securities are to be
purchased or sold by the Company.

         To compensate the Distributor for the distribution-related services it
provides, and broker-dealers authorized by the Distributor for distribution
services they provide, the Company has adopted a distribution plan (the "Plan")
pursuant to Rule 12b-1 under the 1940 Act. Under the Company's Plan, for each
Index Fund the Distributor is entitled to receive a distribution fee, accrued
daily and paid monthly, calculated with respect to each Index Fund at a rate set
from time to time by the Board of Directors, provided that the annual rate may
not exceed .25% of the average daily net assets of such Index Fund. From time to
time the Distributor may waive all or a portion of these fees.

         The Plan is designed to enable the Distributor to be compensated by the
Company for distribution services provided by it with respect to each Index
Fund. Payments under the Plan are not tied exclusively to the distribution
expenses actually incurred by the Distributor. The Board, including a majority
of the Directors who are not interested persons of the Company and who have no
direct or indirect financial interest in the operation of the Plan ("Independent
Directors"), evaluate the appropriateness of the Plan and its payment terms on a
continuing basis and in doing so consider all relevant factors, including
expenses borne by the Distributor in the current year and in prior years and
amounts received under the Plan.

         Under its terms, the Plan remains in effect from year to year, provided
such continuance is approved annually by vote of the Board, including a majority
of the Independent Directors. The Plan may not be amended to increase materially
the amount to be spent for the services provided by the Distributor without
approval by the shareholders of the Index Fund to which the Plan applies, and
all material amendments of the Plan also require Board approval. The Plan may be
terminated at any time, without penalty, by vote of a majority of the
Independent Directors, or, with respect to any Index Fund, by a vote of a
majority of the outstanding voting securities of such Index Fund (as such vote
is defined in the 1940 Act). If a Plan is terminated (or not renewed) with
respect to any one or more Index Funds, it may continue in effect with respect
to any Index Fund as to which it has not been terminated (or has been renewed).
Pursuant to the Distribution Agreement, the Distributor will provide the Board
periodic reports of any amounts expended under the Plan and the purpose for
which such expenditures were made.


         The distribution fees payable under the 12b-1 Plan are used to pay
distribution related expenses, including: compensation to the distributor at a
rate fixed by the Company's Board of Directors from time to time (currently .02%
of the Company's average daily net assets, subject to an annual minimum of
$845,000); compensation to a sales and marketing consultant retained by the
Company at a rate of .035% of the Company's average daily net assets; and
reimbursements of expenses incurred by the distributor and other persons
(principally the Adviser) in connection with the distribution of the Company's
shares. In addition, the Distributor also has entered into sales and investor
services agreements with broker-dealers or other persons that are DTC
Participants (as defined below) to provide distribution assistance, including
broker-dealer and shareholder support and educational and promotional services.
Under the terms of each sales and investor services agreement, the Distributor
will pay such broker-dealers or other persons, out of Rule 12b-1 fees received
from the Index Fund, at the annual rate of up to .25 of 1% of the average daily
net asset value of iShares held through DTC for the account of such DTC
Participant. The amounts of the fees paid to the distributor and the sales and
marketing consultant are not dependent on the amount of distribution expenses
actually incurred by such persons.


         The Distribution Agreement provides that it may be terminated at any
time, without the payment of any penalty, (i) by vote of a majority of the
Directors who are not interested persons of the Company (as defined under the
1940 Act) or (ii) by vote of a majority (as defined in the 1940 Act) of the
outstanding voting securities of the relevant Index Fund, on at least 60 days'
written notice to the Distributor. The Distribution Agreement is also terminable
upon 60 days' notice by the Distributor and will terminate automatically in the
event of its assignment (as defined in the 1940 Act).

         As principal underwriter and distributor of iShares, SEI received the
following amounts pursuant to the Plan:

                                       60
<PAGE>


<TABLE>
<CAPTION>
                          March 28, 2000
                              through
Index Fund                August 31, 2000
---------------------------------------------
<S>                         <C>
Australia                      $66,338
Austria                        $11,546
Belgium                        $14,060
Brazil (Free)                  $8,179(1)
Canada                         $18,702
EMU                           $10,021(2)
France                        $101,660
Germany                       $192,778
Hong Kong                      $83,315
Italy                          $72,173
Japan                         $929,584
Malaysia (Free)               $118,841
Mexico (Free)                  $30,779
Netherlands                    $27,343
Singapore (Free)              $100,657
South Korea                   $13,870(3)
Spain                          $46,035
Sweden                         $28,601
Switzerland                    $44,744
Taiwan                        $15,531(4)
United Kingdom                $156,078
</TABLE>

---------------------

(1)      For the period July 11, 2000 (commencement of operations) through
         August 31, 2000.
(2)      For the period July 26, 2000 (commencement of operations) through
         August 31, 2000.
(3)      For the period May 10, 2000 (commencement of operations) through
         August 31, 2000.
(4)      For the period June 21, 2000 (commencement of operations) through
         August 31, 2000.

         In the aggregate, the Distributor received $2,090,825 for the period
March 29, 2000 to August 31, 2000 from the Index Funds pursuant to the Plan,
retaining $167,266, and paying out the remainder to unaffiliated third parties.
The retained amounts represent .02%, respectively, of the average daily net
assets of the Index Funds, which the Distributor received for monitoring the
purchase and redemption of Creation Units, as described below under the
"Purchase and Issuance of iShares in Creation Units" and "Redemption of iShares
in Creation Units." During the period March 26, 2000 to August 31, 2000, the
Distributor paid $402,423; $697,086; and $824,050, respectively, for (1) postage
and other expenses of distributing prospectuses, statements of additional
information and other marketing materials, (2) advertising-related expenses and
(3) compensation to broker-dealers for distribution assistance, respectively,
which amounts were allocated to payments made under the Plan by each Index Fund
based on its average daily net assets for the period.

         Prior to March 29, 2000, Funds Distributor, Inc. ("FDI"), located at 60
State Street, Suite 1300, Boston, MA 02109 served as the principle underwriter
distributor of iShares. FDI received or accrued the following amounts pursuant
to the Plan:

<TABLE>
<CAPTION>
                         Fiscal Year Ended      Fiscal Year Ended      September 1, 1999 to
Index Fund                August 31, 1998        August 31, 1999          March 28, 2000
----------------------------------------------------------------------------------------------
<S>                            <C>                   <C>                        <C>
Australia                      $87,845               $100,454                   69,538
Austria                        $13,513                $20,091                   12,982
Belgium                        $62,876                $33,264                   14,290
Canada                         $44,024                $24,597                   13,240
France                         $56,481               $101,768                   95,459
Germany                        $89,498               $162,890                  166,348
Hong Kong                      $94,745               $146,272                   95,027
Italy                         $123,496               $137,994                   66,635
</TABLE>


                                       61
<PAGE>


<TABLE>
<S>                           <C>                    <C>                       <C>
Japan                         $333,432               $811,896                  985,679
Malaysia (Free)               $100,121               $130,950                  119,977
Mexico (Free)                  $29,617                $28,898                   28,127
Netherlands                    $34,109                $50,383                   31,576
Singapore (Free)               $90,132               $189,081                  131,430
Spain                          $40,521                $68,791                   45,226
Sweden                         $25,775                $32,110                   26,562
Switzerland                    $49,386                $69,451                   44,434
United Kingdom                $104,206               $182,183                  137,048
</TABLE>

         In the aggregate, FDI received $1,379,777, $2,291,073 and $2,083,576
for the fiscal years ended August 31, 1998 and 1999 and the period September 1,
1999 to March 28, 2000, respectively, from the Index Funds pursuant to the Plan,
retaining $133,964, $229,107 and $2,084, respectively, and paying out the
remainder to unaffiliated third parties. The retained amounts represent .02%,
respectively, of the average daily net assets of the Index Funds, which FDI
received for monitoring the purchase and redemption of Creation Units, as
described below under the "Purchase and Issuance of iShares in Creation Units"
and "Redemption of iShares in Creation Units." During the fiscal years ended
August 31, 1998 and 1999 and the period September 1, 1999 to March 28, 2000, FDI
paid $885,446, $1,553,929 and $1,526,358; $248,720, $347,662 and $381,537; and
$111,647, $160,375 and $173,388, respectively, for (1) postage and other
expenses of distributing prospectuses, statements of additional information and
other marketing materials, (2) advertising-related expenses and (3) compensation
to broker-dealers for distribution assistance, respectively, which amounts were
allocated to payments made under the Plan by each Index Fund based on its
average daily net assets for the period.


         Custodian and Lending Agent. Chase serves as the Custodian for the cash
         ---------------------------
and portfolio securities of each Index Fund pursuant to a Custodian Agreement
between Chase and the Company and as Lending Agent for each Index Fund. As
Lending Agent, Chase causes the delivery of loaned securities from the Company
to borrowers, arranges for the return of loaned securities to the Company at the
termination of the loans, requests deposit of collateral, monitors daily the
value of the loaned securities and collateral, requests that borrowers add to
the collateral when required by the loan agreements, and provides recordkeeping
and accounting services necessary for the operation of the program. Chase may
from time to time reimburse expenses to one or more Index Funds. Chase, as
Custodian and Lending Agent, has no role in determining the investment policies
of the Company or which securities are to be purchased or sold by the Company.
The principal business address of Chase is One Pierrepont Plaza, Brooklyn, New
York, 11201.


         For its custody services to each Index Fund, Chase has been paid since
February 1, 2000 per annum fees based on the aggregate net assets of the Index
Funds as follows: Australia Index Fund (0.05%); Austria Index Fund (0.06%);
Belgium Index Fund (0.05%); Brazil (Free) Index Fund (0.20%); Canada Index Fund
(0.02%); EMU Index Fund (a fee based on the aggregate net assets of each of the
EMU Index Fund's investments in Austria, Belgium, France, Germany, Italy,
Netherlands, Portugal and Spain at the fees applicable to the Index Funds
corresponding to these countries, plus Finland (0.06%) and Ireland (0.06%));
France Index Fund (0.05%); Germany Index Fund (0.04%); Hong Kong Index Fund
(0.04%); Indonesia (Free) Index Fund (0.35%); Italy Index Fund (0.05%); Japan
Index Fund (.026%); Malaysia (Free) Index Fund (0.07%); Mexico (Free) Index Fund
(0.15%); Netherlands Index Fund (0.04%); Portugal Index Fund (0.20%); Singapore
(Free) Index Fund (0.05%); South Africa Index Fund (0.12%); South Korea Index
Fund (0.15%); Spain Index Fund (0.05%); Sweden Index Fund (0.05%); Switzerland
Index Fund (0.05%); Taiwan Index Fund (0.20%); Thailand (Free) Index Fund
(0.12%); Turkey Index Fund (0.25%); United Kingdom Index Fund (0.01%); and USA
Index Fund (0.01%). As remuneration for its services in connection with lending
portfolio securities of the Index Funds, Chase is paid by the Company, in
respect of each Index Fund, 40% of the net investment income earned on the
collateral for securities loaned.


         Transfer Agent. PFPC Inc. (the "Transfer Agent"), an indirect wholly
         --------------
owned subsidiary of PNC Bank Corp., provides transfer agency services pursuant
to an agreement with the Company. The Transfer Agent has no role in determining
the investment policies of the Company or which securities are to be purchased
or sold by the Company. The principal business address of the Transfer Agent is
Broad and Chestnut Streets, Philadelphia, Pennsylvania 19110.

                              BROKERAGE ALLOCATION

                                       62
<PAGE>

         When selecting brokers and dealers to handle the purchase and sale of
portfolio securities, the Adviser looks for prompt execution of the order at a
favorable price. Generally, the Adviser works with recognized dealers in these
securities, except when a better price and execution of the order can be
obtained elsewhere. The Company will not deal with affiliates in principal
transactions unless permitted by exemptive order or applicable rule or
regulation. Since the investment objective of each Index Fund is investment
performance that corresponds to that of an index, the Adviser does not intend to
select brokers and dealers for the purpose of receiving research services in
addition to a favorable price and prompt execution either from that broker or an
unaffiliated third party.

         Subject to allocating brokerage to receive a favorable price and prompt
execution, the Adviser may select brokers who are willing to provide payments to
third party service suppliers to an Index Fund, to reduce expenses of the Index
Fund.

         The Adviser assumes general supervision over placing orders on behalf
of the Company for the purchase or sale of portfolio securities. If purchases or
sales of portfolio securities of the Company and one or more other investment
companies or clients supervised by the Adviser are considered at or about the
same time, transactions in such securities are allocated among the several
investment companies and clients in a manner deemed equitable to all by the
Adviser, taking into account the sizes of such other investment companies and
clients and the amount of securities to be purchased or sold. In some cases this
procedure could have a detrimental effect on the price or volume of the security
so far as the Company is concerned. However, in other cases it is possible that
the ability to participate in volume transactions and to negotiate lower
brokerage commissions will be beneficial to the Company. The primary
consideration is prompt execution of orders at the most favorable net price.
Portfolio turnover may vary from year to year, as well as within a year. High
turnover rates are likely to result in comparatively greater brokerage expenses.
The portfolio turnover rate for each Index Fund is expected to be under 50%. See
"Implementation of Policies" in the Prospectus. The overall reasonableness of
brokerage commissions is evaluated by the Adviser based upon its knowledge of
available information as to the general level of commissions paid by other
institutional investors for comparable services.


         For the fiscal year ended August 31, 2000, the Company paid $1,776,128
in aggregate brokerage commissions. During that fiscal year, certain portfolio
transactions were executed through Morgan Stanley & Co. Incorporated ("MS&Co."),
an affiliated broker of the Company due to the Company Secretary's position as a
Managing Director of MS&Co. During the fiscal years ended August 31, 2000, 1999
and 1998, the Company paid brokerage commissions to MS&Co. in amounts of
$229,929, $40,364 and $2,406, respectively (or 12.9%, 5.7% and 0.6%,
respectively, of the aggregate brokerage commissions paid in those years).


                    ADDITIONAL INFORMATION CONCERNING ISHARES

         Capital Stock. The Company currently is comprised of twenty-eight
         -------------
series of shares of common stock, par value $.001 per share, referred to herein
as iShares: the iShares MSCI Australia Index Fund, the iShares MSCI Austria
Index Fund, the iShares MSCI Belgium Index Fund, the iShares MSCI Brazil (Free)
Index Fund, the iShares MSCI Canada Index Fund, the iShares MSCI EMU Index Fund,
the iShares MSCI France Index Fund, the iShares MSCI Germany Index Fund, the
iShares MSCI Greece Index Fund, the iShares MSCI Hong Kong Index Fund, the
iShares MSCI Indonesia (Free) Index Fund, the iShares MSCI Italy Index Fund, the
iShares MSCI Japan Index Fund, the iShares MSCI Malaysia (Free) Index Fund, the
iShares MSCI Mexico (Free) Index Fund, the iShares MSCI Netherlands Index Fund,
the iShares MSCI Portugal Index Fund, the iShares MSCI Singapore (Free) Index
Fund, the iShares MSCI South Africa Index Fund, the iShares MSCI South Korea
Index Fund, the iShares MSCI Spain Index Fund, the iShares MSCI Sweden Index
Fund, the iShares MSCI Switzerland Index Fund, the iShares MSCI Taiwan Index
Fund, the iShares MSCI Thailand (Free) Index Fund, the iShares MSCI Turkey Index
Fund, the iShares MSCI United Kingdom Index Fund and the iShares MSCI USA Index
Fund. Each Index Fund has been issued a separate class of capital stock. The
Board may designate additional series of common stock and classify shares of a
particular series into one or more classes of that series. The Articles of
Incorporation provide that the shares of each series of common stock of the
Company are redeemable, at net asset value, at the option of the Company, in
whole or any part, on such terms as the Board of Directors may by resolution
approve, without the consent of the holders thereof.

                                       63
<PAGE>

         Each iShares issued by the Company has a pro rata interest in the
assets of the corresponding Index Fund. The Company is currently authorized to
issue 10.9 billion shares of common stock. The following number of shares is
currently authorized for each Index Fund: the iShares MSCI Australia Index Fund,
127.8 million shares; the iShares MSCI Austria Index Fund, 19.8 million shares;
the iShares MSCI Belgium Index Fund, 136.2 million shares; the iShares MSCI
Brazil (Free) Index Fund, 500 million shares; the iShares MSCI Canada Index
Fund, 340.2 million shares; the iShares MSCI EMU Index Fund, 500 million shares;
the iShares MSCI France Index Fund, 340.2 million shares; the iShares MSCI
Germany Index Fund, 382.2 million shares; the iShares MSCI Greece Index Fund,
200 million shares; the iShares MSCI Hong Kong Index Fund, 191.4 million shares;
the iShares MSCI Indonesia (Free) Index Fund, 200 million shares; the iShares
MSCI Italy Index Fund, 63.6 million shares; the iShares MSCI Japan Index Fund,
2,124.6 million shares; the iShares MSCI Malaysia (Free) Index Fund, 127.8
million shares; the iShares MSCI Mexico (Free) Index Fund, 255 million shares;
the iShares MSCI Netherlands Index Fund, 255 million shares, the iShares MSCI
Portugal Index Fund, 200 million shares; the iShares MSCI Singapore (Free) Index
Fund, 191.4 million shares; the iShares MSCI South Africa Index Fund, 200
million shares; the iShares MSCI South Korea Index Fund, 200 million shares; the
iShares MSCI Spain Index Fund, 127.8 million shares; the iShares MSCI Sweden
Index Fund, 63.6 million shares; the iShares MSCI Switzerland Index Fund,
318.625 million shares; the iShares MSCI Taiwan Index Fund, 200 million shares;
the iShares MSCI Thailand (Free) Index Fund, 200 million shares; the iShares
MSCI Turkey Index Fund, 200 million shares; the iShares MSCI United Kingdom
Index Fund, 943.2 million shares; and the iShares MSCI USA Index Fund, 500
million shares. Fractional shares will not be issued. Shares have no preemptive,
exchange, subscription or conversion rights and are freely transferable. Each
share is entitled to participate equally in dividends and distributions declared
by the Board with respect to the relevant Index Fund, and in the net
distributable assets of such Index Fund on liquidation. Shareholders are
entitled to require the Company to redeem Creation Units of their shares. The
Articles of Incorporation confers upon the Board of Directors the power, by
resolution, to alter the number of shares constituting a Creation Unit or to
specify that shares of common stock of the Company may be individually
redeemable.

         Each iShare has one vote with respect to matters upon which a
stockholder vote is required consistent with the requirements of the 1940 Act
and the rules promulgated thereunder and the Maryland General Corporation Law;
stockholders have no cumulative voting rights with respect to their shares.
Shares of all series vote together as a single class except that if the matter
being voted on affects only a particular Index Fund it will be voted on only by
that Index Fund and if a matter affects a particular Index Fund differently from
other Index Funds, that Index Fund will vote separately on such matter. Under
Maryland law, the Company is not required to hold an annual meeting of
stockholders unless required to do so under the 1940 Act. The policy of the
Company is not to hold an annual meeting of stockholders unless required to do
so under the 1940 Act. All shares of the Company (regardless of Index Fund) have
noncumulative voting rights for the election of Directors. Under Maryland law,
Directors of the Company may be removed by vote of the stockholders.

         The Company issues through the Authorized Participants to its
stockholders semi-annual reports containing unaudited financial statements and
annual reports containing financial statements audited by independent auditors
approved by the Company's Directors and by the stockholders when meetings are
held and such other information as may be required by applicable laws, rules and
regulations. Beneficial Owners also receive annually notification as to the tax
status of the Company's distributions.

         Stockholder inquiries may be made by writing to the Company, c/o PFPC
Inc., 400 Bellevue Parkway, Wilmington, DE 19809.

         Book Entry Only System. DTC acts as securities depositary for iShares.
         ----------------------
iShares of each Index Fund are represented by global securities registered in
the name of DTC or its nominee and deposited with, or on behalf of, DTC. Except
as provided below, certificates will not be issued for iShares.

         DTC has advised the Company as follows: it is a limited-purpose trust
company organized under the laws of the State of New York, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code, and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Exchange Act. DTC was created to hold
securities of its participants (the "DTC Participants") and to facilitate the
clearance and settlement of securities transactions among the DTC Participants
in such securities through electronic book-entry changes in accounts of the DTC
Participants, thereby eliminating the need for physical movement of securities
certificates. DTC Participants include securities brokers and dealers, banks,
trust

                                       64
<PAGE>

companies, clearing corporations and certain other organizations, some of whom
(and/or their representatives) own DTC. More specifically, DTC is owned by a
number of its DTC Participants and by the New York Stock Exchange, Inc., the
AMEX and the National Association of Securities Dealers, Inc. Access to the DTC
system is also available to others such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a DTC
Participant, either directly or indirectly (the "Indirect Participants"). DTC
agrees with and represents to its Participants that it will administer its
book-entry system in accordance with its rules and by-laws and requirements of
law.

         Beneficial ownership of iShares is limited to DTC Participants,
Indirect Participants and persons holding interests through DTC Participants and
Indirect Participants. Ownership of beneficial interests in iShares (owners of
such beneficial interests are referred to herein as "Beneficial Owners") is
shown on, and the transfer of ownership is effected only through, records
maintained by DTC (with respect to DTC Participants) and on the records of DTC
Participants (with respect to Indirect Participants and Beneficial Owners that
are not DTC Participants). Beneficial Owners will receive from or through the
DTC Participant a written confirmation relating to their purchase of iShares.
The laws of some jurisdictions may require that certain purchasers of securities
take physical delivery of such securities in definitive form. Such laws may
impair the ability of certain investors to acquire beneficial interests in
iShares.

         Beneficial Owners of iShares are not entitled to have iShares
registered in their names, will not receive or be entitled to receive physical
delivery of certificates in definitive form and are not considered the
registered holder thereof. Accordingly, each Beneficial Owner must rely on the
procedures of DTC, the DTC Participant and any Indirect Participant through
which such Beneficial Owner holds its interests, to exercise any rights of a
holder of iShares. The Company understands that under existing industry
practice, in the event the Company requests any action of holders of iShares, or
a Beneficial Owner desires to take any action that DTC, as the record owner of
all outstanding iShares, is entitled to take, DTC would authorize the DTC
Participants to take such action and that the DTC Participants would authorize
the Indirect Participants and Beneficial Owners acting through such DTC
Participants to take such action and would otherwise act upon the instructions
of Beneficial Owners owning through them. As described above, the Company
recognizes DTC or its nominee as the owner of all iShares for all purposes.
Conveyance of all notices, statements and other communications to Beneficial
Owners is effected as follows. Pursuant to the Depositary Agreement between the
Company and DTC, DTC is required to make available to the Company upon request
and for a fee to be charged to the Company a listing of the iShares holdings of
each DTC Participant. The Company shall inquire of each such DTC Participant as
to the number of Beneficial Owners holding iShares, directly or indirectly,
through such DTC Participant. The Company shall provide each such DTC
Participant with copies of such notice, statement or other communication, in
such form, number and at such place as such DTC Participant may reasonably
request, in order that such notice, statement or communication may be
transmitted by such DTC Participant, directly or indirectly, to such Beneficial
Owners. In addition, the Company shall pay to each such DTC Participant a fair
and reasonable amount as reimbursement for the expenses attendant to such
transmittal, all subject to applicable statutory and regulatory requirements.

         iShares distributions shall be made to DTC or its nominee, Cede & Co.,
as the registered holder of all iShares. DTC or its nominee, upon receipt of any
such distributions, shall credit immediately DTC Participants' accounts with
payments in amounts proportionate to their respective beneficial interests in
iShares as shown on the records of DTC or its nominee. Payments by DTC
Participants to Indirect Participants and Beneficial Owners of iShares held
through such DTC Participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in a "street name," and will be the
responsibility of such DTC Participants. The Company has no responsibility or
liability for any aspects of the records relating to or notices to Beneficial
Owners, or payments made on account of beneficial ownership interests in such
iShares, or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests or for any other aspect of the relationship
between DTC and the DTC Participants or the relationship between such DTC
Participants and the Indirect Participants and Beneficial Owners owning through
such DTC Participants.

         DTC may determine to discontinue providing its service with respect to
iShares at any time by giving reasonable notice to the Company and discharging
its responsibilities with respect thereto under applicable law. Under such
circumstances, the Company shall take action either to find a replacement for
DTC to perform its functions at a comparable cost or, if such a replacement is
unavailable, to issue and deliver printed certificates

                                       65
<PAGE>

representing ownership of iShares, unless the Company makes other arrangements
with respect thereto satisfactory to the AMEX (or such other exchange on which
iShares may be listed).

                       PURCHASE AND REDEMPTION OF ISHARES

         Creation Units. The Company issues and redeems iShares of each Index
Fund only in aggregations of iShares specified for each Index Fund. The
following table sets forth the number of iShares of an Index Fund that
constitute a Creation Unit for such Index Fund and the value of such Creation
Unit at November 30, 2000:

<TABLE>
<CAPTION>
                                                 Value Per
                               iShares Per        Creation
       Index Fund             Creation Unit     Unit ($U.S.)
------------------------------------------------------------
<S>                                 <C>          <C>
Australia                           200,000      $1,827,698
Austria                             100,000        $699,337
Belgium                              40,000        $484,222
Brazil (Free)                        50,000        $722,071
Canada                              100,000      $1,335,058
EMU                                  50,000      $3,429,190
France                              200,000      $4,594,100
Germany                             300,000      $5,455,879
Greece*                              50,000      $1,000,000
Hong Kong                            75,000        $803,797
Indonesia (Free)*                    50,000      $1,000,000
Italy                               150,000      $3,310,612
Japan                               600,000      $7,124,714
Malaysia (Free)                      75,000        $408,696
Mexico (Free)                       100,000      $1,396,208
Netherlands                          50,000      $1,093,805
Portugal*                            50,000      $1,000,000
Singapore (Free)                    100,000        $672,891
South Africa*                        50,000      $1,000,000
South Korea                          50,000        $620,618
Spain                                75,000      $1,618,558
Sweden                               75,000      $1,310,379
Switzerland                         125,000      $1,935,537
Taiwan                               50,000        $555,654
Thailand (Free)*                     50,000      $1,000,000
Turkey*                              50,000      $1,000,000
United Kingdom                      200,000      $3,378,665
USA*                                500,000      $5,000,000
</TABLE>

*  Estimated.

         See "Purchase and Issuance of iShares in Creation Units" and
"Redemption of iShares in Creation Units" below. The Board of Directors of the
Company reserves the right to declare a split or a consolidation in the number
of iShares outstanding of any Index Fund of the Company, and to make a
corresponding change in the number of iShares constituting a Creation Unit, in
the event that the per iShares price in the secondary market rises (or declines)
to an amount that falls outside the range deemed desirable by the Board.

         Purchase and Issuance of iShares in Creation Units.
         ---------------------------------------------------

         General. The Company issues and sells iShares only in Creation Units on
a continuous basis through the Distributor, without an initial sales load, at
their net asset value next determined after receipt, on any Business Day (as
defined herein), of an order in proper form.

                                       66
<PAGE>


         A "Business Day" with respect to each Index Fund is any day on which
(i) the New York Stock Exchange ("NYSE") and (ii) the stock exchange(s) and
Company subcustodian(s) relevant to such Index Fund are open for business. As of
the date of this SAI, the NYSE observes the following holidays: New Year's Day,
Dr. Martin Luther King, Jr. Day, President's Day (Washington's Birthday), Good
Friday, Memorial Day (observed), Independence Day, Labor Day, Thanksgiving Day
and Christmas Day. The stock exchange and/or subcustodian holidays relevant to
each Index Fund are set forth in Appendix B to this SAI.

         Portfolio Deposit. The consideration for purchase of a Creation Unit of
iShares of an Index Fund (except for the iShares MSCI Brazil (Free), Malaysia
(Free), South Korea and Taiwan Index Funds, which are currently offered, in
their iShares Creation Units solely for cash) generally consists of the in-kind
deposit of a designated portfolio of equity securities (the "Deposit
Securities") constituting an optimized representation of the Index Fund's
benchmark foreign securities index and an amount of cash computed as described
below (the "Cash Component"). Together, the Deposit Securities and the Cash
Component constitute the "Portfolio Deposit," which represents the minimum
initial and subsequent investment amount for shares of any Index Fund of the
Company. The Cash Component is an amount equal to the Dividend Equivalent
Payment (as defined below), plus or minus, as the case may be, a Balancing
Amount (as defined below). The "Dividend Equivalent Payment" enables the Company
to make a complete distribution of dividends on the next dividend payment date,
and is an amount equal, on a per Creation Unit basis, to the dividends on all
the Portfolio Securities with ex-dividend dates within the accumulation period
for such distribution (the "Accumulation Period"), net of expenses and
liabilities for such period, as if all of the Portfolio Securities had been held
by the Company for the entire Accumulation Period. The "Balancing Amount" is an
amount equal to the difference between (x) the net asset value (per Creation
Unit) of the Index Fund and (y) the sum of (i) the Dividend Equivalent Payment
and (ii) the market value (per Creation Unit) of the securities deposited with
the Company (the sum of (i) and (ii) is referred to as the "Deposit Amount").
The Balancing Amount serves the function of compensating for any differences
between the net asset value per Creation Unit and the Deposit Amount.


         The Adviser makes available through the Distributor on each Business
Day, immediately prior to the opening of business on the AMEX (currently 9:30
a.m., Eastern time), the list of the names and the required number of shares of
each Deposit Security to be included in the current Portfolio Deposit (based on
information at the end of the previous Business Day) for each Index Fund. Such
Portfolio Deposit is applicable, subject to any adjustments as described below,
in order to effect purchases of Creation Units of iShares of a given Index Fund
until such time as the next-announced Portfolio Deposit composition is made
available.

         The identity and number of shares of the Deposit Securities required
for a Portfolio Deposit for each Index Fund changes as rebalancing adjustments
and corporate action events are reflected from time to time by the Adviser with
a view to the investment objective of the Index Fund. The composition of the
Deposit Securities may also change in response to adjustments to the weighting
or composition of the securities constituting the relevant securities index. In
addition, the Company reserves the right to permit or require the substitution
of an amount of cash (i.e., a "cash in lieu" amount) to be added to the Cash
Component to replace any Deposit Security which may not be available in
sufficient quantity for delivery or for other similar reasons. The adjustments
described above will reflect changes, known to the Adviser on the date of
announcement to be in effect by the time of delivery of the Portfolio Deposit,
in the composition of the subject index being tracked by the relevant Index
Fund, or resulting from stock splits and other corporate actions.

         In addition to the list of names and numbers of securities constituting
the current Deposit Securities of a Portfolio Deposit, the Distributor also
makes available (i) on each Business Day, the Dividend Equivalent Payment
effective through and including the previous Business Day, per outstanding
iShares of each Index Fund, and (ii) on a continuous basis throughout the day,
the sum of the Dividend Equivalent Payment effective through and including the
close of the previous trading session in the relevant foreign market, plus the
current value of the requisite Deposit Securities as in effect on such day.

         Role of The Authorized Participant. Creation Units of iShares may be
purchased only by or through a DTC Participant that has entered into an
Authorized Participant Agreement with the Company and the Distributor
("Authorized Participant"). Such Authorized Participant will agree pursuant to
the terms of such Authorized Participant Agreement on behalf of itself or any
investor on whose behalf it will act, as the case may be, to certain conditions,
including that such Authorized Participant will make available in advance of
each purchase of iShares an

                                       67
<PAGE>

amount of cash sufficient to pay the Cash Component, once the net asset value of
a Creation Unit is next determined after receipt of the purchase order in proper
form, together with the transaction fee described below. The Authorized
Participant may require the investor to enter into an agreement with such
Authorized Participant with respect to certain matters, including payment of the
Cash Component. Investors who are not Authorized Participants must make
appropriate arrangements with an Authorized Participant. Investors should be
aware that their particular broker may not be a DTC Participant or may not have
executed an Authorized Participant Agreement, and that therefore orders to
purchase Creation Units of iShares may have to be placed by the investor's
broker through an Authorized Participant. As a result, purchase orders placed
through an Authorized Participant may result in additional charges to such
investor. The Company does not expect to enter into an Authorized Participant
Agreement with more than a small number of DTC Participants that have
international capabilities. A list of the current Authorized Participants may be
obtained from the Distributor.


         Purchase Order. To initiate an order for a Creation Unit of iShares,
the Authorized Participant must give notice to the Distributor of its intent to
submit an order to purchase iShares after 9:00 a.m. but not later than 4:00
p.m., Eastern time (except for the Malaysia (Free), South Korea and Taiwan Index
Funds for which orders must be submitted by 11:59 p.m. Eastern time)on the
relevant Business Day. The Distributor shall cause the Adviser and the Custodian
to be informed of such advice. The Custodian will then provide such information
to the appropriate subcustodian. For each Index Fund, the Custodian shall cause
the subcustodian of the Index Fund to maintain an account into which the
Authorized Participant shall deliver, on behalf of itself or the party on whose
behalf it is acting, the securities included in the designated Portfolio Deposit
(or the cash value of all or a part of such securities, in the case of a
permitted or required cash purchase or "cash in lieu" amount), with any
appropriate adjustments as advised by the Company.


         Deposit Securities must be delivered to an account maintained at the
applicable local subcustodian.


         Following the notice of intention, an irrevocable order to purchase
Creation Units, in the form required by the Company, must be received by the
Distributor from an Authorized Participant on its own or another investor's
behalf by the closing time of the regular trading session on the AMEX (currently
4:00 p.m., Eastern time (except for those cash creation countries in the Far
East, the Malaysia (Free), South Korea and Taiwan Index Funds for which orders
must be submitted by 11:59 p.m. Eastern time)) on the relevant Business Day.
(The required form of an order to purchase is available on request from the
Distributor.) Those placing orders to purchase Creation Units through an
Authorized Participant should allow sufficient time to permit proper submission
of the purchase order to the Distributor by the cut-off time on such Business
Day. Orders must be transmitted by the Authorized Participant to the Distributor
by facsimile or electronic transmission as provided in the Authorized
Participant Agreement.


         The Authorized Participant must also make available on or before the
contractual settlement date, by means satisfactory to the Company, immediately
available or same day funds estimated by the Company to be sufficient to pay the
Cash Component next determined after acceptance of the purchase order, together
with the applicable purchase transaction fee. Any excess funds will be returned
following settlement of the issue of the Creation Unit of iShares. Those placing
orders should ascertain the applicable deadline for cash transfers by contacting
the operations department of the broker or depositary institution effectuating
the transfer of the Cash Component. This deadline is likely to be significantly
earlier than the closing time of the regular trading session on the AMEX.

         Investors should be aware that an Authorized Participant may require
orders for purchases of iShares placed with it to be in the form required by the
individual Authorized Participant, which form will not be the same as the form
of purchase order specified by the Company, which the Authorized Participant
must deliver to the Distributor.

         Acceptance of Purchase Order. Subject to the conditions that (i) a
properly completed irrevocable purchase order has been submitted by the
Authorized Participant (either on its own or another investor's behalf) not
later than the closing time of the regular trading session on the AMEX, and (ii)
arrangements satisfactory to the Company are in place for payment of the Cash
Component and any other cash amounts which may be due, the Company will accept
the order, subject to its right (and the right of the Distributor and the
Adviser) to reject any order until acceptance.

                                       68
<PAGE>

         Once the Company has accepted an order, upon next determination of the
net asset value of the shares, the Company will confirm the issuance, against
receipt of payment, of a Creation Unit of iShares of the Index Fund at such net
asset value. The Distributor will then transmit a confirmation of acceptance to
the Authorized Participant that placed the order.

         The Company reserves the absolute right to reject a purchase order
transmitted to it by the Distributor in respect of any Index Fund if (a) the
purchaser or group of purchasers, upon obtaining the shares ordered, would own
80% or more of the currently outstanding shares of any Index Fund; (b) the
Deposit Securities delivered are not as specified by the Adviser, as described
above; (c) acceptance of the Deposit Securities would have certain adverse tax
consequences to the Index Fund; (d) the acceptance of the Portfolio Deposit
would, in the opinion of counsel, be unlawful; (e) the acceptance of the
Portfolio Deposit would otherwise, in the discretion of the Company or the
Adviser, have an adverse effect on the Company or the rights of beneficial
owners; or (f) in the event that circumstances outside the control of the
Company, the Distributor and the Adviser make it for all practical purposes
impossible to process purchase orders. The Company shall notify a prospective
purchaser of its rejection of the order of such person. The Company and the
Distributor are under no duty, however, to give notification of any defects or
irregularities in the delivery of Portfolio Deposits nor shall either of them
incur any liability for the failure to give any such notification.

         Issuance of a Creation Unit. Except as provided herein, a Creation Unit
of iShares of an Index Fund will not be issued until the transfer of good title
to the Company of the Deposit Securities and the payment of the Cash Component
have been completed. When the subcustodian has confirmed to the Custodian that
the required securities included in the Portfolio Deposit (or the cash value
thereof) have been delivered to the account of the relevant subcustodian, the
Custodian shall notify the Distributor and the Adviser, and the Company will
issue and cause the delivery of the Creation Unit of iShares.

         To the extent contemplated by an Authorized Participant's agreement
with the Company, the Company will issue Creation Units of iShares to such
Authorized Participant notwithstanding the fact that the corresponding Portfolio
Deposits have not been received in part or in whole, in reliance on the
undertaking of the Authorized Participant to deliver the missing Deposit
Securities as soon as possible, which undertaking shall be secured by such
Authorized Participant's delivery and maintenance of collateral consisting of
cash or Short-Term Investments having a value at least equal to such amount as
required by the Company in accordance with its then-effective procedures,
provided that such amount shall be no less than 125% of the value of the missing
Deposit Securities. Information concerning the Company's current procedures for
collateralization of missing Deposit Securities is available from the
Distributor. The Authorized Participant Agreement will permit the Company to buy
the missing Deposit Securities at any time and will subject the Authorized
Participant to liability for any shortfall between the cost to the Company of
purchasing such securities and the value of the collateral.

         All questions as to the number of shares of each security in the
Deposit Securities and the validity, form, eligibility and acceptance for
deposit of any securities to be delivered shall be determined by the Company,
and the Company's determination shall be final and binding.

         Cash Purchase Method. Although the Company does not ordinarily permit
cash purchases of Creation Units, when cash purchases of Creation Units of
iShares are available or specified for an Index Fund (Creation Units of the
Brazil (Free), Malaysia (Free), South Korea and Taiwan Index Funds are currently
offered only for cash), they will be effected in essentially the same manner as
in-kind purchases thereof. In the case of a cash purchase, the investor must pay
the cash equivalent of the Deposit Securities it would otherwise be required to
provide through an in-kind purchase, plus the same Cash Component required to be
paid by an in-kind purchaser. In addition, to offset the Company's brokerage and
other transaction costs associated with using the cash to purchase the requisite
Deposit Securities, the investor will be required to pay a fixed purchase
transaction fee, plus an additional variable charge for cash purchases, which is
expressed as a percentage of the value of the Deposit Securities. The
transaction fees for in-kind and cash purchases of Creation Units of iShares are
described below.


         Purchase Transaction Fee. A purchase transaction fee payable to the
Company is imposed to compensate the Company for the transfer and other
transaction costs of an Index Fund associated with the issuance of Creation
Units of iShares. Purchasers of Creation Units of iShares for cash are required
to pay an additional variable charge to compensate the relevant Index Fund for
brokerage and market impact expenses relating to investing in portfolio



                                       69
<PAGE>


securities. Where the Company permits an in-kind purchaser to substitute cash in
lieu of depositing a portion of the Deposit Securities, the purchaser will be
assessed the additional variable charge for cash purchases on the "cash in lieu"
portion of its investment. Purchasers of iShares in Creation Units are
responsible for the costs of transferring the securities constituting the
Deposit Securities to the account of the Company. The purchase transaction fees
for in-kind purchases and cash purchases (when available) are listed in the
table below. This table is subject to revision from time to time. Investors are
also responsible for payment of the costs of transferring the Deposit Securities
to the Company.


<TABLE>
<CAPTION>
                            Maximum Additional
                            In-kind and cash     Variable Charge for
       Index Fund               purchases          Cash Purchases*
-----------------------------------------------------------------------
<S>                              <C>                    <C>
Australia                        $1,750                 0.60%
Austria                          $1,600                 0.67%
Belgium                          $1,500                 0.30%
Brazil (Free)                    $4,725                  **
Canada                           $3,250                 0.30%
EMU                              $8,000                 1.05%
France                           $3,400                 0.25%
Germany                          $2,400                 0.25%
Greece                           $3,500                 1.50%
Hong Kong                        $3,800                 0.60%
Indonesia (Free)                 $4,700                 1.18%
Italy                            $2,100                 0.30%
Japan                            $7,600                 0.15%
Malaysia (Free)                  $4,150                  **
Mexico (Free)                    $2,200                 0.50%
Netherlands                      $1,900                 0.25%
Portugal                         $2,000                 1.65%
Singapore (Free)                 $2,500                 1.60%
South Africa                     $3,200                 1.60%
South Korea                      $4,400                  **
Spain                            $2,300                 0.25%
Sweden                           $2,700                 0.30%
Switzerland                      $2,200                 0.40%
Taiwan                           $7,200                  **
Thailand (Free)                  $3,300                 1.41%
Turkey                           $3,900                 1.46%
United Kingdom                   $4,750                 0.25%
USA                              $1,900                 0.50%
</TABLE>

*    As a percentage of the value of amount invested.
**   This percentage, when aggregated with the basic in-kind transaction fee,
     will not exceed 3.00%.

         Example. A hypothetical example of the costs of creating a Creation
Unit of iShares of the Japan Index Fund is set forth below for illustrative
purposes only. The exchange rate reflected in the table is Y110.75 per US$1.

<TABLE>
<CAPTION>
                          Unit Creation Calculation in    Unit Creation Calculation in    Daily NAV Calculation in
                                  Japanese Yen                United States Dollars         United States Dollars
                         --------------------------------------------------------------------------------------------
<S>                                   <C>                              <C>                          <C>
  Execution                           787,236,717                      7,106,628                    7,106,628
  Commissions                             393,618                          3,553                          N/A
  Stamp Taxes                                   0                              0                          N/A
  Risk Premium                                  0                              0                          N/A
</TABLE>


                                       70
<PAGE>

<TABLE>
<S>                                     <C>                               <C>                          <C>
  Accrued Income                        2,003,477                         18,086                       18,086
  Creation Charge                         919,933                          8,300                          N/A
  iShares Unit Value                  790,553,245                      7,136,567                    7,124,714
  Per iShares                                                              11.89                        11.87
  Shares                                  600,000
</TABLE>

         See "Investment Advisory, Management, Administrative and Distribution
Services" herein, for additional information concerning the distribution
arrangements for iShares.

         Redemption of iShares in Creation Units. iShares may be redeemed only
         ---------------------------------------
in Creation Units at their net asset value next determined after receipt of a
redemption request in proper form by the Distributor and only on a day on which
the AMEX is open for trading. The Company will not redeem iShares in amounts
less than Creation Units. Beneficial Owners also may sell iShares in the
secondary market, but must accumulate enough iShares to constitute a Creation
Unit in order to have such shares redeemed by the Company. There can be no
assurance, however, that there will be sufficient liquidity in the public
trading market at any time to permit assembly of a Creation Unit of iShares.
Investors should expect to incur brokerage and other costs in connection with
assembling a sufficient number of iShares to constitute a redeemable Creation
Unit.

         With respect to each Index Fund (other than the Brazil (Free), Malaysia
(Free), South Korea and Taiwan Index Funds, which currently redeem Creation
Units of iShares solely for cash) the Adviser makes available through the
Distributor immediately prior to the opening of business on the AMEX (currently
9:30 a.m., Eastern time) on each day that the AMEX is open for business the
Portfolio Securities that will be applicable (subject to possible amendment or
correction) to redemption requests received in proper form (as defined below) on
that day. Unless cash redemptions are available or specified for an Index Fund,
the redemption proceeds for a Creation Unit generally consist of Deposit
Securities as announced by the Distributor on the Business Day of the request
for redemption, plus cash in an amount equal to the difference between the net
asset value of the shares being redeemed, as next determined after a receipt of
a request in proper form, and the value of the Deposit Securities, less the
redemption transaction fee described below. The redemption transaction fee
described below is deducted from such redemption proceeds. In the case of a
resident Australian or New Zealand holder, notwithstanding the foregoing, such
holder is only entitled to receive cash upon its redemption of Creation Units of
iShares.


         A redemption transaction fee payable to the Company is imposed to
offset transfer and other transaction costs that may be incurred by the relevant
Index Fund, including market impact expenses relating to disposing of portfolio
securities. The redemption transaction fee for redemptions in kind and for cash
and the additional variable charge for cash redemptions (when cash redemptions
are available or specified) are listed in the table below. Investors will also
bear the costs of transferring the Portfolio Deposit from the Company to their
account or on their order. Investors who use the services of a broker or other
such intermediary may be charged a fee for such services.


                                                Additional variable
                           In-kind and cash       charge for cash
      Index Fund             redemptions            redemptions*
----------------------------------------------------------------------
Australia                       $1,750                 0.60%
Austria                         $1,600                 0.67%
Belgium                         $1,500                 0.30%
Brazil (Free)                   $4,725                   **
Canada                          $3,250                 0.30%
EMU                             $8,000                 1.05%
France                          $3,400                 0.25%
Germany                         $2,400                 0.25%
Greece                          $3,500                 1.50%
Hong Kong                       $3,800                 0.60%
Indonesia (Free)                $4,700                 1.18%
Italy                           $2,100                 0.30%
Japan                           $7,600                 0.40%
Malaysia (Free)                 $4,150                   **

                                       71
<PAGE>

                                                Additional variable
                           In-kind and cash       charge for cash
      Index Fund             redemptions            redemptions*
----------------------------------------------------------------------
Mexico (Free)                   $2,200                 0.50%
Netherlands                     $1,900                 0.25%
Portugal                        $2,000                 1.65%
Singapore (Free)                $2,500                 1.30%
South Africa                    $3,200                 1.60%
South Korea                     $4,400                   **
Spain                           $2,300                 0.45%
Sweden                          $2,700                 0.30%
Switzerland                     $2,200                 0.40%
Taiwan                          $7,200                   **
Thailand (Free)                 $3,300                 1.41%
Turkey                          $3,900                 1.46%
United Kingdom                  $4,750                 0.75%
USA                             $1,900                 0.50%

*   As a percentage of the value of amount invested.
**  This percentage, when aggregated with the basic in-kind transaction fee,
    will not exceed 2.00%.


         Redemption requests in respect of Creation Units of any Index Fund must
be submitted to the Distributor by or through an Authorized Participant on a day
that the AMEX is open for business, between the hours of 9:00 a.m. and 4:00
p.m., Eastern time (except for the Malaysia (Free), South Korea and Taiwan Index
Funds for which orders must be submitted by 11:59 p.m. Eastern time). Investors
other than through Authorized Participants are responsible for making
arrangements for a redemption request to be made through an Authorized
Participant. The Distributor will provide a list of current Authorized
Participants upon request.


         The Authorized Participant must transmit the request for redemption, in
the form required by the Company, to the Distributor in accordance with
procedures set forth in the Authorized Participant Agreement. Investors should
be aware that their particular broker may not have executed an Authorized
Participant Agreement, and that, therefore, requests to redeem Creation Units
may have to be placed by the investor's broker through an Authorized Participant
who has executed an Authorized Participant Agreement. At any given time there
will be only a limited number of broker-dealers that have executed an Authorized
Participant Agreement. Investors making a redemption request should be aware
that such request be in the form specified by such Authorized Participant.
Investors making a request to redeem Creation Units should allow sufficient time
to permit proper submission of the request by an Authorized Participant and
transfer of the iShares to the Company's Transfer Agent; such investors should
allow for the additional time that may be required to effect redemptions through
their banks, brokers or other financial intermediaries if such intermediaries
are not Authorized Participants.

         A redemption request is considered to be in "proper form" if (i) an
Authorized Participant has transferred or caused to be transferred to the
Company's Transfer Agent the Creation Unit of iShares being redeemed through the
book-entry system of DTC so as to be effective by the AMEX closing time on a day
on which the AMEX is open for business and (ii) a duly completed request form is
received by the Distributor from the Authorized Participant on behalf of itself
or another redeeming investor after 9:00 a.m. and not later than 2:00 p.m. on
the next following day (on which the AMEX is open for business). If the Transfer
Agent does not receive the investor's iShares through DTC's facilities by 2:00
p.m. on the AMEX business day following the day that the redemption request is
received, the redemption request shall be rejected and may be resubmitted the
next day that the AMEX is open for business. Investors should be aware that the
deadline for such transfers of shares through the DTC system may be
significantly earlier than the close of business on the AMEX. Those making
redemption requests should ascertain the deadline applicable to transfers of
shares through the DTC system by contacting the operations department of the
broker or depositary institution effecting the transfer of the iShares.

                                       72
<PAGE>

         Upon receiving a redemption request, the Distributor shall notify the
Company and the Company's Transfer Agent of such redemption request. The tender
of an investor's iShares for redemption and the distribution of the cash
redemption payment in respect of Creation Units redeemed will be effected
through DTC and the relevant Authorized Participant to the beneficial owner
thereof as recorded on the book-entry system of DTC or the DTC Participant
through which such investor holds iShares, as the case may be, or by such other
means specified by the Authorized Participant submitting the redemption request.
See "Book-Entry System Only."

         In connection with taking delivery of shares of Deposit Securities upon
redemption of iShares, a redeeming Beneficial Owner or Authorized Participant
acting on behalf of such Beneficial Owner must maintain appropriate security
arrangements with a qualified broker-dealer, bank or other custody providers in
each jurisdiction in which any of the Portfolio Securities are customarily
traded, to which account such Portfolio Securities will be delivered.

         Deliveries of redemption proceeds by the Index Funds relating to those
countries generally will be made within three business days. Due to the schedule
of holidays in certain countries, however, the delivery of in-kind redemption
proceeds may take longer than three business days after the day on which the
redemption request is received in proper form. For each country relating to an
Index Fund, Appendix B hereto identifies the instances where more than seven
days would be needed to deliver redemption proceeds. Pursuant to an order of the
SEC, in respect of each Index Fund, the Company will make delivery of in-kind
redemption proceeds within the number of days stated in Appendix B to be the
maximum number of days necessary to deliver redemption proceeds.

         If neither the redeeming Beneficial Owner nor the Authorized
Participant acting on behalf of such redeeming Beneficial Owner has appropriate
arrangements to take delivery of the Portfolio Securities in the applicable
foreign jurisdiction and it is not possible to make other such arrangements, or
if it is not possible to effect deliveries of the Portfolio Securities in such
jurisdiction, the Company may in its discretion exercise its option to redeem
such shares in cash, and the redeeming Beneficial Owner will be required to
receive its redemption proceeds in cash. In such case, the investor will receive
a cash payment equal to the net asset value of its shares based on the net asset
value of iShares of the relevant Index Fund next determined after the redemption
request is received in proper form (minus a redemption transaction fee and
additional variable charge for cash redemptions specified above, to offset the
Company's brokerage and other transaction costs associated with the disposition
of Portfolio Securities of the Index Fund). Redemptions of iShares for Deposit
Securities will be subject to compliance with applicable United States federal
and state securities laws and each Index Fund (whether or not it otherwise
permits cash redemptions) reserves the right to redeem Creation Units for cash
to the extent that the Index Fund could not lawfully deliver specific Deposit
Securities upon redemptions or could not do so without first registering the
Deposit Securities under such laws.

         Although the Company does not ordinarily permit cash redemptions of
Creation Units (except that, as noted above, Creation Units of the Brazil
(Free), Malaysia (Free), South Korea and Taiwan Index Funds may be redeemed only
for cash, and resident Australian and New Zealand holders may redeem solely for
cash), in the event that cash redemptions are permitted or required by the
Company, proceeds will be paid to the Authorized Participant redeeming shares on
behalf of the redeeming investor as soon as practicable after the date of
redemption (within seven calendar days thereafter, except for the instances
listed in Appendix B hereto where more than seven calendar days would be
needed).



         To the extent contemplated by an Authorized Participant's agreement
with the Company, in the event the Authorized Participant that has submitted a
redemption request in proper form is unable to transfer all or part of the
Creation Units of iShares to be redeemed to the Distributor, on behalf of the
Company, at or prior to 2:00 p.m. on the AMEX business day after the date of
submission of such redemption request, the Distributor will nonetheless accept
the redemption request in reliance on the undertaking by the Authorized
Participant to deliver the missing iShares as soon as possible, which
undertaking shall be secured by the Authorized Participant's delivery and
maintenance of collateral consisting of cash having a value at least equal to
125% of the value of the missing iShares. The collateral is marked to market
daily in accordance with the Company's procedures. The Company's current
procedures for collateralization of missing iShares require, among other things,
that any cash collateral shall be in the form of U.S. dollars in immediately
available funds and shall be held by the Company's custodian and marked to
market daily, and that the fees of the custodian and any subcustodians in
respect of the delivery, maintenance and redelivery of the cash collateral shall
be payable by the Authorized Participant. The Authorized Participant Agreement
permits the Company to purchase the missing iShares or acquire the Portfolio
Securities and

                                       73
<PAGE>


the Cash Component underlying such iShares at any time and subjects the
Authorized Participant to liability for any shortfall between the cost to the
Company of purchasing such iShares, Portfolio Securities or Cash Component and
the value of the collateral.


         Because the Portfolio Securities of an Index Fund may trade on the
relevant exchange(s) on days that the AMEX is closed or are otherwise not
Business Days for such Index Fund, stockholders may not be able to redeem their
shares of such Index Fund, or to purchase or sell iShares on the AMEX, on days
when the net asset value of such Index Fund could be significantly affected by
events in the relevant foreign markets.

         The right of redemption may be suspended or the date of payment
postponed with respect to any Index Fund (1) for any period during which the New
York Stock Exchange is closed (other than customary weekend and holiday
closings); (2) for any period during which trading on the New York Stock
Exchange is suspended or restricted; (3) for any period during which an
emergency exists as a result of which disposal of the shares of the Index Fund's
portfolio securities or determination of its net asset value is not reasonably
practicable; or (4) in such other circumstance as is permitted by the SEC.


Determining Net Asset Value. Net asset value per share for each Index Fund is
---------------------------
computed by dividing the value of the net assets of such Index Fund (i.e., the
value of its total assets less total liabilities) by the total number of iShares
outstanding, rounded to the nearest cent. Expenses and fees, including the
management, administration and distribution fees, are accrued daily and taken
into account for purposes of determining net asset value. Except in the case of
the iShares MSCI Australia, Brazil, Hong Kong, Indonesia (Free), Japan, Malaysia
(Free), Singapore (Free), South Korea, Taiwan and Thailand (Free) Index Funds,
the net asset value of each Index Fund is determined as of the close of the
regular trading session on the New York Stock Exchange, Inc. ("NYSE")
(ordinarily 4:00 p.m., Eastern time) on each day that the NYSE is open. The net
asset value of each of the iShares MSCI Australia, Brazil, Hong Kong, Indonesia
(Free), Japan, Malaysia (Free), Singapore (Free), South Korea, Taiwan and
Thailand (Free) Index Funds is determined as of 8:30 a.m. (Eastern time) on each
day that the NYSE is open. The net asset value of the iShares MSCI Brazil Index
Fund is determined as of 5:00 p.m. (Eastern time) on each day that the NYSE is
open. The Company may establish additional times for the computation of net
asset value of one or more Index Funds in the future in connection with the
possible future trading of iShares of such Index Funds on one or more foreign
exchanges.

         In computing an Index Fund's net asset value, the Index Fund's
portfolio securities are valued based on their last quoted current price. Price
information on listed securities is taken from the exchange where the security
is primarily traded. Securities regularly traded in an over-the-counter market
are valued at the latest quoted bid price in such market. Other portfolio
securities and assets for which market quotations are not readily available are
valued based on fair value as determined in good faith by the Adviser in
accordance with procedures adopted by the Board. Currency values generally are
converted into US dollars using the same exchange rates utilized by Morgan
Stanley Capital International in the calculation of the relevant MSCI Indices
(currently, exchange rates as of 4:00 p.m. London time, except that the exchange
rate for the MSCI Mexico (Free) Index is that as of 3:00 p.m. Eastern time).
However, the Company may use a different rate from the rate used by MSCI in the
event the Adviser concludes that such rate is more appropriate and, as of the
date of this SAI, is using a different rate than the MSCI in computing the net
asset value of the iShares MSCI Malaysia (Free) Index Fund. Any such use of a
different rate than MSCI may adversely affect an Index Fund's ability to track
its benchmark MSCI Index.


         Continuous Offering. The method by which Creation Units of iShares are
         -------------------
created and traded may raise certain issues under applicable securities laws.
Because new Creation Units of iShares are issued and sold by the Company on an
ongoing basis, at any point a "distribution", as such term is used in the
Securities Act, may occur. Broker-dealers and other persons are cautioned that
some activities on their part may, depending on the circumstances, result in
their being deemed participants in a distribution in a manner which could render
them statutory underwriters and subject them to the prospectus delivery and
liability provisions of the Securities Act. For example, a broker-dealer firm or
its client may be deemed a statutory underwriter if it takes Creation Units
after placing an order with the Distributor, breaks them down into constituent
iShares, and sells some or all of the iShares comprising such Creation Units
directly to its customers; or if it chooses to couple the creation of a supply
of new iShares with an active selling effort involving solicitation of secondary
market demand for iShares. A determination of whether a person is an underwriter
for the purposes of the Securities Act depends upon all the facts and
circumstances pertaining to that person's activities. Thus, the examples
mentioned above should not be considered a

                                       74
<PAGE>


complete description of all the activities that could lead to a categorization
as an underwriter. Broker-dealer firms should also note that dealers who are
effecting transactions in iShares, whether or not participating in the
distribution of iShares, are generally required to deliver a prospectus. This is
because the prospectus delivery exemption in Section 4(3) of the Securities Act
is not available in respect of such transactions as a result of Section 24(d) of
the 1940 Act. The Company has, however, applied to the Securities and Exchange
Commission for an exemption from this prospectus delivery obligation in ordinary
iShares secondary market transactions under certain circumstances, on the
condition that iShares purchasers are provided with a iShares product
description. If the SEC granted the Company this relief, broker-dealer firms
should note that dealers who are not "underwriters" but are participating in a
distribution (as contrasted to ordinary secondary market transaction), and thus
dealing with iShares that are part of an "unsold allotment" within the meaning
of section 4(3)(C) of the Securities Act, would be unable to take advantage of
the prospectus delivery exemption provided by section 4(3) of the Securities
Act. Firms that incur a prospectus-delivery obligation with respect to iShares
are reminded that under Securities Act Rule 153 a prospectus delivery obligation
under Section 5(b)(2) of the Securities Act owed to a national exchange member
in connection with a sale on the national exchange is satisfied by the fact that
the Index Fund's prospectus is available at the national exchange (i.e., the
AMEX) upon request. The prospectus delivery mechanism provided in Rule 153 is
only available with respect to transactions on a national exchange and not with
respect to "upstairs" transactions. Foreign brokers are advised that it has been
the SEC's policy for many years that sales of open-end investment companies that
register with the SEC (such as the Fund) be sold in accordance with the
requirements of U.S. law, except that in the case of a conflict with
specifically applicable foreign law, the foreign law generally would be
considered controlling.




                                      TAXES

         The Company on behalf of each Index Fund has the right to reject an
order for a purchase of iShares if the purchaser (or group of purchasers) would,
upon obtaining the iShares so ordered, own 80% or more of the outstanding
iShares of a given Index Fund and if, pursuant to section 351 of the Internal
Revenue Code, the respective Index Fund would have a basis in the securities
different from the market value of such securities on the date of deposit. The
Company also has the right to require information necessary to determine
beneficial share ownership for purposes of the 80% determination. See "Purchase
and Issuance of iShares in Creation Units."

         Each Index Fund intends to qualify for and to elect treatment as a
separate RIC under Subchapter M of the Internal Revenue Code. To qualify for
treatment as a RIC, a company must annually distribute at least 90 percent of
its net investment company taxable income (which includes dividends, interest
and net short-term capital gains) and meet several other requirements. Among
such other requirements are the following: (1) at least 90 percent of the
company's annual gross income must be derived from dividends, interest, payments
with respect to securities loans, gains from the sale or other disposition of
stock or securities or foreign currencies, or other income (including gains from
options, futures or forward contracts) derived with respect to its business of
investing in such stock, securities or currencies; and (2) at the close of each
quarter of the company's taxable year, (a) at least 50 percent of the market
value of the company's total assets must be represented by cash and 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 company's assets and not greater than 10% of the outstanding voting
securities of such issuer, and (b) not more than 25 percent 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 company (within the meaning of Section
851(b)(3)(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 securities or the securities of other regulated investment
companies).

         Each Index Fund may be subject to foreign income taxes withheld at
source. Each Index Fund will elect to "pass through" to its investors the amount
of foreign income taxes paid by the Index Fund provided that the investor held
the Index Fund, and the Index Fund held the security, on the dividend settlement
date and for at least fourteen additional days immediately before and/or
thereafter, with the result that each investor will (i) include in gross income,
even though not actually received, the investor's pro rata share of the Index
Fund's foreign income taxes, and (ii) either deduct (in calculating U.S. taxable
income) or credit (in calculating U.S. federal income tax) the

                                       75
<PAGE>

investor's pro rata share of the Index Fund's foreign income taxes. A foreign
tax credit may not exceed the investor's U.S. federal income tax otherwise
payable with respect to the investor's foreign source income. For this purpose,
each shareholder must treat as foreign source gross income (i) his proportionate
share of foreign taxes paid by the Index Fund and (ii) the portion of any
dividend paid by the Index Fund which represents income derived from foreign
sources; the Index Fund's gain from the sale of securities will generally be
treated as U.S. source income. This foreign tax credit limitation is applied
separately to separate categories of income; dividends from the Index Fund will
be treated as "passive" or "financial services" income for this purpose. The
effect of this limitation may be to prevent investors from claiming as a credit
the full amount of their pro rata share of the Index Fund's foreign income
taxes. Taxes other than foreign income taxes, including any profits levy payable
by the iShares Malaysia (Free) Index Fund, are not passed through to you in this
way.

         If any Index Fund owns shares in certain foreign investment entities,
referred to as "passive foreign investment companies," the Index Fund will be
subject to one of the following special tax regimes: (i) the Index Fund is
liable for U.S. federal income tax, and an additional charge in the nature of
interest, on a portion of any "excess distribution" from such foreign entity or
any gain from the disposition of such shares, even if the entire distribution or
gain is paid out by the Index Fund as a dividend to its shareholders; (ii) if
the Index Fund were able and elected to treat a passive foreign investment
company as a "qualified electing fund," the Index Fund would be required each
year to include in income, and distribute to shareholders in accordance with the
distribution requirements set forth above, the Index Fund's pro rata share of
the ordinary earnings and net capital gains of the passive foreign investment
company, whether or not such earnings or gains are distributed to the Index Fund
or (iii) the Index Fund is entitled to mark-to-market annually the shares of the
passive foreign investment company, and is required to distribute to
shareholders any such mark-to-market gains in accordance with the distribution
requirements set forth above.

         An Index Fund will be subject to a 4 percent excise tax on certain
undistributed income if it does not distribute to its shareholders in each
calendar year at least 98 percent of its ordinary income for the calendar year
plus 98 percent of its capital gain net income for the twelve months ended
October 31 of such year. Each Index Fund intends to declare and distribute
dividends and distributions in the amounts and at the times necessary to avoid
the application of this 4 percent excise tax.

         An investor in an Index Fund that is a foreign corporation or an
individual who is a nonresident alien for U.S. tax purposes will be subject to
adverse U.S. tax consequences. For example, dividends paid out of an Index
Fund's investment company taxable income will generally be subject to U.S.
federal withholding tax at a rate of 30% (or lower treaty rate if the foreign
investor is eligible for the benefits of an income tax treaty). Foreign
investors are urged to consult their own tax advisors regarding the U.S. tax
treatment, in their particular circumstances, of ownership of shares in an Index
Fund.

         The foregoing discussion is a summary only and is not intended as a
substitute for careful tax planning. Purchasers of shares of the Company should
consult their own tax advisors as to the tax consequences of investing in such
shares, including under state, local and other tax laws. Finally, the foregoing
discussion is based on applicable provisions of the Internal Revenue Code,
regulations, judicial authority and administrative interpretations in effect on
the date hereof. Changes in applicable authority could materially affect the
conclusions discussed above, and such changes often occur.

                             PERFORMANCE INFORMATION

         The performance of the Index Funds may be quoted in advertisements,
sales literature or reports to shareholders in terms of average annual total
return, cumulative total return and yield.

         Quotations of average annual total return are expressed in terms of the
average annual rate of return of a hypothetical investment in an Index Fund over
periods of 1, 5 and 10 years (or the life of an Index Fund, if shorter). Such
total return figures will reflect the deduction of a proportional share of such
Index Fund's expenses on an annual basis, and will assume that all dividends and
distributions are reinvested when paid.

         Total return is calculated according to the following formula: P(1 +
T)n = ERV (where P = a hypothetical initial payment of $1,000, T = the average
annual total return, n = the number of years and ERV = the ending

                                       76
<PAGE>

redeemable value of a hypothetical $1,000 payment made at the beginning of the
1, 5 or 10 year period). The total returns for the period March 6, 1996
(commencement of operations for the initial Index Funds) to August 31, 1996 (not
annualized) and for the fiscal years ended August 31, 2000 for each Index Fund
were:


<TABLE>
<CAPTION>
Index Fund                        One Year Ended August 31, 2000       Inception* through August 31, 2000
---------------------------------------------------------------------------------------------------------
<S>                                          <C>                                    <C>
Australia                                       1.84%                                  3.00%
Austria                                       -15.51%                                 -5.69%
Belgium                                       -15.50%                                  6.72%
Brazil (Free)                                   N/A                                   -2.97%(1)
Canada                                         67.21%                                 22.27%
EMU                                              N/A                                  -5.82%(2)
France                                         23.45%                                 22.31%
Germany                                         8.44%                                 14.43%
Hong Kong                                      14.73%                                  4.48%
Italy                                          13.35%                                 19.98%
Japan                                           8.75%                                 -0.51%
Malaysia (Free)                                 7.57%                                -14.09%
Mexico (Free)                                  28.20%                                 15.04%
Netherlands                                     1.28%                                 14.66%
Singapore (Free)                               -1.29%                                 -8.65%
South Korea                                      N/A                                 -10.81%(3)
Spain                                          -1.81%                                 19.59%
Sweden                                         39.15%                                 25.11%
Switzerland                                     1.96%                                  9.51%
Taiwan                                           N/A                                 -12.10%(4)
United Kingdom                                 -3.00%                                 14.77%

---------------------------------------------------------------------------------------------------------
*Unless otherwise noted, each Index Fund commenced operations on March 6, 1996.
(1) For the period July 11, 2000 (commencement of operations) through August 31, 2000.
(2) For the period July 26, 2000 (commencement of operations) through August 31, 2000.
(3) For the period May 10, 2000 (commencement of operations) through August 31, 2000.
(4) For the period June 21, 2000 (commencement of operations) through August 31, 2000.
</TABLE>

As of the date of this SAI, the Greece, Indonesia (Free), Portugal, South
Africa, Thailand (Free), Turkey and USA Index Funds have not commenced
investment operations.

         Quotations of a cumulative total return will be calculated for any
specified period by assuming a hypothetical investment in an Index Fund on the
date of the commencement of the period and will assume that all dividends and
distributions are reinvested on ex date. However, currently there is no dividend
reinvestment option available to shareholders of iShares and such calculation is
provided for informational purposes only. The net increase or decrease in the
value of the investment over the period will be divided by its beginning value
to arrive at cumulative total return. Total return calculated in this manner
will differ from the calculation of average annual total return in that it is
not expressed in terms of an average rate of return.

         The yield of an Index Fund is the net annualized yield based on a
specified 30-day (or one month) period assuming a semiannual compounding of
income. Included in net investment income is the amortization of market premium
or accretion of market and original issue discount. Yield is calculated by
dividing the net investment income per share earned during the period by the
maximum offering price per share on the last day of the period, according to the
following formula: YIELD = 2[(a-b/cd + 1)6-1] (where a = dividends and interest
earned during the period, b = expenses accrued for the period (net of
reimbursements), c = the average daily number of shares outstanding during the
period that were entitled to receive dividends and d = the maximum offering
price per share on the last day of the period).

         Quotations of cumulative total return, average annual total return or
yield reflect only the performance of a hypothetical investment in an Index Fund
during the particular time period on which the calculations are based. Such
quotations for an Index Fund will vary based on changes in market conditions and
the level of such Index Fund's expenses, and no reported performance figure
should be considered an indication of performance which may be expected in the
future.

                                       77
<PAGE>

         The cumulative and average total returns and yields do not take into
account federal or state income taxes which may be payable; total returns and
yields would, of course, be lower if such charges were taken into account.

         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 Company with performance quoted with respect to other
investment companies or types of investments.

         Because some or all of the Company'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 Company'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 Company. 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 Company 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
Company'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 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 Company
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 Company 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:

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

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

               COUNTRY               NATIONAL INDEX
              -----------------------------------------------
               Australia             All Ordinaries
               Austria               Vienna Stock Exchange
               Brazil                Sao Paulo Bovespa
               Belgium               Brussels Stock Exchange
               Canada                Toronto 300
               EMU                   Euro Stoxx 50
               France                CAC 40
               Germany               DAX
               Greece                FTSE/ASE 20


                                       78
<PAGE>

               COUNTRY               NATIONAL INDEX
              -----------------------------------------------
               Hong Kong             Hang Seng
               Indonesia             Composite
               Italy                 BCI
               Japan                 Nikkei 225
               Malaysia              KLSE
               Mexico                IPC
               Netherlands           CBS All Share
               Portugal              Lisbon BVL General
               Singapore             SES All
               South Africa          Johannesburg All-Share
               South Korea           Composite
               Spain                 MA Madrid Index
               Sweden                Aff. General
               Switzerland           Swiss Market Index
               Taiwan                TWSE
               Thailand (Free)       SET
               Turkey                ISE National 100
               U.K.                  FTSE 100

         From time to time, the Company 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 MSCI 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 Company, and is not a
guarantee of future results.

         Evaluation of Company performance of the Index Funds or other relevant
statistical information made by independent sources may also be used in
advertisements and sales literature concerning the Company, including reprints
of, or selections from, editorials or articles about the Company. Sources for
Company performance information and articles about the Company 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.
         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.

                                       79
<PAGE>

         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.
         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.


                        COUNSEL AND INDEPENDENT AUDITORS

         Counsel. Sullivan & Cromwell, 125 Broad Street, New York, New York
         -------
10004, are counsel to the Company and has passed upon the validity of the
Company's shares.

         Independent  Auditors.  Ernst & Young LLP,  787 Seventh  Avenue,
         ---------------------
New York,  New York 10019,  serve as the independent auditors of the Company.


                              FINANCIAL STATEMENTS

         The audited financial statements and notes thereto in the Company's
Annual Report to Shareholders for the fiscal year ended August 31, 2000 (the
"2000 Annual Report") are incorporated in this SAI by reference. No other parts
of the 2000 Annual Report are incorporated by reference herein. The financial
statements included in the 2000 Annual Report have been audited by the Company's
independent auditors, Ernst & Young LLP, whose report thereon is incorporated
herein by reference. Additional copies of the 2000 Annual Report may be obtained
at no charge by telephoning the Distributor at 1-800-iShares (1-800-474-2737).


                                       80
<PAGE>

                                                                    APPENDIX A

                                                                    APPENDIX A-1

                  MSCI AUSTRALIA INDEX AS OF NOVEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                       Industry                   (Millions of US$)        (%)
----------------                                       --------                    ----------------        ---
<S>                               <C>                                                <C>                 <C>
TELSTRA CORP                            Diversified Telecommunication Services       25,245.54           10.89%
NATIONAL AUSTRALIA BANK                                  Banks                       23,747.35           10.24%
COMMONWEALTH BANK                                        Banks                       21,122.37            9.11%
BHP (BROKEN HILL PROP)                              Metals & Mining                  18,241.29            7.87%
NEWS CORP                                                Media                       18,160.66            7.83%
NEWS CORP PLVO                                           Media                       16,537.60            7.13%
WESTPAC BANKING                                          Banks                       13,041.53            5.63%
AMP LTD                                                Insurance                     10,801.81            4.66%
BRAMBLES INDUSTRIES                            Industrial Conglomerates               5,449.33            2.35%
LEND LEASE                                            Real Estate                     4,723.43            2.04%
FOSTERS BREWING GROUP                                  Beverages                      4,624.93            1.99%
COLES MYER                                         Multiline Retail                   4,576.34            1.97%
WOOLWORTHS LTD                                   Food & Drug Retailing                4,343.38            1.87%
RIO TINTO LTD                                       Metals & Mining                   4,291.80            1.85%
WMC                                                 Metals & Mining                   4,226.41            1.82%
WESTFIELD TRUST                                       Real Estate                     3,003.62            1.30%
CSL                                                 Pharmaceuticals                   2,827.52            1.22%
COMPUTERSHARE                                Comercial Services & Supplies            2,579.79            1.11%
GENERAL PROPERTY TRUST                                Real Estate                     2,414.01            1.04%
COCA-COLA AMATIL                                       Beverages                      2,366.72            1.02%
WESFARMERS                                     Industrial Conglomerates               2,293.23            0.99%
CSR                                             Construction Materials                2,289.54            0.99%
TABCORP HOLDINGS                             Hotels Restaurants & Leisure             2,192.90            0.95%
AUSTRALIAN GAS LIGHT CO                              Gas Utilities                    2,076.71            0.90%
QBE INSURANCE GROUP                                    Insurance                      2,062.76            0.89%
SANTOS                                                 Oil & Gas                      1,970.93            0.85%
SUNCORP-METWAY                                           Banks                        1,783.51            0.77%
SOUTHCORP HOLDINGS                             Industrial Conglomerates               1,738.99            0.75%
AMCOR                                           Containers & Packaging                1,662.54            0.72%
STOCKLAND TRUST                                       Real Estate                     1,448.36            0.62%
ARISTOCRAT LEISURE                           Hotels Restaurants & Leisure             1,281.69            0.55%
TRANSURBAN GROUP                             Transportation Infrastructure            1,166.38            0.50%
BRIT. AMER TOBACCO AUST                                 Tobacco                       1,113.99            0.48%
MIRVAC GROUP                                          Real Estate                     1,081.46            0.47%
MAYNE NICKLESS                                  Air Freight & Couriers                1,005.88            0.43%
MIM HOLDINGS                                        Metals & Mining                    993.41             0.43%
ERG                                       Electronic Equipment & Instruments           942.58             0.41%
LEIGHTON HOLDINGS                             Construction & Engineering               915.76             0.40%
SMITH (HOWARD)                             Trading Companies & Distributors            898.36             0.39%
FAULDING (F.H.) & CO                                Pharmaceuticals                    894.89             0.39%
GOODMAN FIELDER                                      Food Products                     852.23             0.37%
NORMANDY MINING                                     Metals & Mining                    825.76             0.36%
COCHLEAR                                   Health Care Equipment & Supplies            808.17             0.35%
ORICA                                                  Chemicals                       798.85             0.34%
HARDIE (JAMES) IND                                 Building Products                   785.35             0.34%
GANDEL RETAIL TRUST                                   Real Estate                      744.27             0.32%
</TABLE>

                                      A-1
<PAGE>

<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                       Industry                   (Millions of US$)        (%)
----------------                                       --------                    ----------------        ---
<S>                               <C>                                                <C>                 <C>
PACIFIC DUNLOP                                 Industrial Conglomerates                731.34             0.32%
BORAL (NEW)                                     Construction Materials                 573.41             0.25%
FUTURIS CORP                                         Food Products                     563.24             0.24%
AMP DIVERS. PPTY TRUST                                Real Estate                      544.48             0.23%
NEWCREST MINING                                     Metals & Mining                    483.70             0.21%
ILUKA RESOURCES                                     Metals & Mining                    469.44             0.20%
PAPERLINX                                       Paper & Forest Products                459.10             0.20%
SONS OF GWALIA                                      Metals & Mining                    376.19             0.16%
JONES (DAVID)                                      Multiline Retail                    304.28             0.13%
ONESTEEL                                            Metals & Mining                    213.38             0.09%
DELTA GOLD                                          Metals & Mining                    156.99             0.07%
</TABLE>

                                      A-2
<PAGE>

                                                                    APPENDIX A-2

                   MSCI AUSTRIA INDEX AS OF NOVEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                    Index Market       Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                       Industry                   (Millions of US$)       (%)
----------------                                       --------                    ----------------       ---
<S>                                       <C>                                         <C>                <C>
BANK AUSTRIA                                             Banks                        5,631.96           32.28%
VERBUND OESTERR ELEK A                            Electric Utilities                  2,680.20           15.36%
OMV AG                                                 Oil & Gas                      1,845.02           10.57%
WIENERBERGER BAUSTOFF                              Building Products                  1,169.31           6.70%
GENERALI HOLDING VIENNA                                Insurance                      1,112.67           6.38%
AUSTRIA TABAK                                           Tobacco                       1,082.03           6.20%
FLUGHAFEN WIEN                               Transportation Infrastructure             733.60            4.20%
MAYR-MELNHOF KARTON                             Containers & Packaging                 472.79            2.71%
VA TECHNOLOGIE                                         Machinery                       467.46            2.68%
BWT STAMM                                    Comercial Services & Supplies             459.62            2.63%
RHI                                             Construction Materials                 391.03            2.24%
AUSTRIAN AIRLINES                                      Airlines                        358.72            2.06%
BOEHLER-UDDEHOLM                                    Metals & Mining                    340.22            1.95%
BBAG OESTERR BRAU STAMM                                Beverages                       315.89            1.81%
LENZING                                                Chemicals                       235.29            1.35%
BAU HOLDING STRABAG                           Construction & Engineering               152.34            0.87%
</TABLE>

                                      A-3
<PAGE>

                                                                    APPENDIX A-3

                   MSCI BELGIUM INDEX AS OF NOVEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                   Index Market       Weight in
                                                                                  Capitalization      MSCI Index
Constituent Name                                       Industry                 (Millions of US$)        (%)
----------------                                       --------                  ----------------        ---
<S>                                         <C>                                     <C>                 <C>
FORTIS BELGIUM                                  Diversified Financials              21,641.87           31.61%
KBC BANCASSURANCE                                        Banks                      11,711.72           17.11%
ELECTRABEL                                        Electric Utilities                11,320.30           16.53%
GROUPE BRUXELLES LAMBERT                        Diversified Financials               5,627.53           8.22%
UCB (GROUPE)                                        Pharmaceuticals                  5,053.44           7.38%
SOLVAY                                                 Chemicals                     4,022.09           5.87%
DELHAIZE-LE LION                                 Food & Drug Retailing               2,287.04           3.34%
COLRUYT                                          Food & Drug Retailing               1,550.04           2.26%
D'IETEREN                                          Specialty Retail                  1,188.60           1.74%
BARCO (NEW)                               Electronic Equipment & Instruments          931.79            1.36%
BEKAERT                                          Electrical Equipment                 918.81            1.34%
UNION MINIERE                                       Metals & Mining                   902.04            1.32%
CMB                                                     Marine                        564.08            0.82%
GLAVERBEL (GROUPE)                                 Building Products                  493.47            0.72%
BARCONET                                       Communications Equipment               254.96            0.37%
</TABLE>

                                      A-4
<PAGE>

                                                                    APPENDIX A-4

                MSCI BRAZIL (FREE) INDEX AS OF NOVEMBER 30, 2000


<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                       Industry                   (Millions of US$)        (%)
----------------                                       --------                    ----------------        ---
<S>                                    <C>                                            <C>                <C>
PETROBRAS PN                                           Oil & Gas                      10,982.30          11.69%
PETROBRAS ON                                           Oil & Gas                      9,925.76           10.57%
VALE DO RIO DOCE PNA                                Metals & Mining                   7,763.28            8.27%
ELETROBRAS ON                                     Electric Utilities                  7,478.98            7.96%
AMBEV PN                                               Beverages                      4,782.89            5.09%
TELE NORTE LESTE PART.PN                Diversified Telecommunication Services        4,473.27            4.76%
BANCO BRADESCO PN                                        Banks                        3,936.83            4.19%
TELESP CELULAR PART. PN                   Wireless Telecommunication Services         3,882.26            4.13%
BANCO ITAU PN                                            Banks                        3,791.33            4.04%
PAO DE ACUCAR PN                                 Food & Drug Retailing                3,528.05            3.76%
AMBEV ON                                               Beverages                      3,159.53            3.36%
EMBRATEL PART. PN                       Diversified Telecommunication Services        2,555.15            2.72%
EMBRAER PN                                        Aerospace & Defense                 2,111.00            2.25%
CEMIG PN                                          Electric Utilities                  2,036.14            2.17%
UNIBANCO UNITS                                           Banks                        1,931.38            2.06%
CSN SIDERURGICA NAC'L ON                            Metals & Mining                   1,878.02            2.00%
BRASIL T. PART.PN(TELECE                Diversified Telecommunication Services        1,825.88            1.94%
TELE NORTE LESTE PART.ON                Diversified Telecommunication Services        1,675.29            1.78%
ELETROBRAS PNB                                    Electric Utilities                  1,429.76            1.52%
ARACRUZ CELULOSE PNB                            Paper & Forest Products               1,232.12            1.31%
SOUZA CRUZ ON                                           Tobacco                       1,229.29            1.31%
EMBRATEL PART. ON                       Diversified Telecommunication Services        1,200.70            1.28%
TELE CENTRO OESTE CEL PN                  Wireless Telecommunication Services         1,102.09            1.17%
VOTORANTIM CELULOSE PN                          Paper & Forest Products               1,002.98            1.07%
USIMINAS PNA                                        Metals & Mining                    874.81             0.93%
BRASIL T. PART.ON(TELECE                Diversified Telecommunication Services         828.92             0.88%
GERASUL ON                                        Electric Utilities                   672.37             0.72%
GLOBO CABO PN                                            Media                         656.44             0.70%
BANESPA PN                                               Banks                         642.40             0.68%
COPENE PNA                                             Chemicals                       548.64             0.58%
TELE NORD CELU PART. PN                   Wireless Telecommunication Services          535.52             0.57%
IPIRANGA (PETROLEO) PN                                 Oil & Gas                       444.38             0.47%
TELE CELULAR SUL PART.PN                  Wireless Telecommunication Services          419.63             0.45%
CIMENTO PORTLAND ITAU PN                        Construction Materials                 388.98             0.41%
BOMBRIL CIRIO PN                                  Household Products                   341.66             0.36%
DURATEX PN                                         Building Products                   321.97             0.34%
COTEMINAS PN                                      Textiles & Apparel                   319.63             0.34%
SADIA PN                                             Food Products                     315.84             0.34%
GERDAU METALURGICA PN                               Metals & Mining                    311.72             0.33%
PERDIGAO PN                                          Food Products                     276.06             0.29%
FOSFERTIL PN                                           Chemicals                       266.89             0.28%
EMBRAER ON                                        Aerospace & Defense                  250.81             0.27%
TELE CELULAR SUL PART.ON                  Wireless Telecommunication Services          206.75             0.22%
GERASUL PNB                                       Electric Utilities                   203.12             0.22%
INEPAR IND E CONSTR. PN                          Electrical Equipment                   72.77             0.08%
LOJAS AMERICANAS PN                                Multiline Retail                     72.02             0.08%
LOJAS AMERICANAS ON                                Multiline Retail                     39.25             0.04%
</TABLE>

                                      A-5
<PAGE>

                                                                    APPENDIX A-5

                    MSCI CANADA INDEX AS OF NOVEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                        Industry                  (Millions of US$)        (%)
----------------                                        --------                   ----------------        ---
<S>                                      <C>                                         <C>                 <C>
NORTEL NETWORKS CORP                            Communications Equipment             116,086.26          25.22%
THOMSON CORP                                              Media                       22,926.85           4.98%
BCE INC                                  Diversified Telecommunication Services       22,503.81           4.89%
SEAGRAM CO                                                Media                       20,703.08           4.50%
BOMBARDIER B                                       Aerospace & Defense                19,792.39           4.30%
ROYAL BANK OF CANADA                                      Banks                       17,869.12           3.88%
MANULIFE FINANCIAL CORP                                 Insurance                     12,497.83           2.72%
BANK NOVA SCOTIA                                          Banks                       12,464.07           2.71%
BANK MONTREAL                                             Banks                       12,202.69           2.65%
CANADIAN IMPERIAL BANK                                    Banks                       11,401.07           2.48%
CELESTICA                                  Electronic Equipment & Instruments         10,681.19           2.32%
IMPERIAL OIL                                            Oil & Gas                     10,610.09           2.31%
ALCAN ALUMINIUM                                      Metals & Mining                  9,834.70            2.14%
SUN LIFE FINANCIAL SVCS                                 Insurance                     8,986.56            1.95%
CANADIAN PACIFIC                                       Road & Rail                    8,437.59            1.83%
WESTON (GEORGE)                                   Food & Drug Retailing               7,356.80            1.60%
PETRO-CANADA                                            Oil & Gas                     6,170.20            1.34%
BALLARD POWER SYSTEMS                             Electrical Equipment                6,047.32            1.31%
BARRICK GOLD CORP                                    Metals & Mining                  5,949.37            1.29%
ALBERTA ENERGY CO                                       Oil & Gas                     5,691.20            1.24%
SUNCOR ENERGY                                           Oil & Gas                     4,950.21            1.08%
TRANSCANADA PIPELINES                                 Gas Utilities                   4,739.52            1.03%
POWER CORP OF CANADA                             Diversified Financials               4,390.10            0.95%
ENBRIDGE                                              Gas Utilities                   4,258.54            0.93%
TALISMAN ENERGY                                         Oil & Gas                     4,141.90            0.90%
BIOVAIL CORP                                         Pharmaceuticals                  4,055.44            0.88%
ABITIBI-CONSOLIDATED                             Paper & Forest Products              3,808.01            0.83%
POTASH CORP SASKATCHEWAN                                Chemicals                     3,478.74            0.76%
MAGNA INTERNATIONAL A                                Auto Components                  3,362.77            0.73%
CANADIAN NAT RESOURCES                                  Oil & Gas                     3,329.95            0.72%
ROGERS COMMUNICATIONS B                                   Media                       3,309.61            0.72%
PLACER DOME                                          Metals & Mining                  2,991.21            0.65%
QLT                                                   Biotechnology                   2,926.88            0.64%
NATIONAL BANK OF CANADA                                   Banks                       2,897.16            0.63%
COGNOS                                                  Software                      2,878.73            0.63%
NEXEN (CANADIAN OCCIDENT                                Oil & Gas                     2,790.82            0.61%
INCO COMMON                                          Metals & Mining                  2,595.07            0.56%
WESTCOAST ENERGY                                      Gas Utilities                   2,428.41            0.53%
BIOCHEM PHARMA                                        Biotechnology                   2,426.72            0.53%
BRASCAN CORP A                                   Diversified Financials               2,424.19            0.53%
ANDERSON EXPLORATION                                    Oil & Gas                     2,409.06            0.52%
NORANDA                                              Metals & Mining                  2,378.92            0.52%
TRIZEC HAHN CORP SV                                    Real Estate                    2,351.68            0.51%
MDS                                         Health Care Providers & Services          2,336.61            0.51%
GULF CANADA RESOURCES                                   Oil & Gas                     2,270.49            0.49%
TRANSALTA CORP                                     Electric Utilities                 2,265.61            0.49%
MACKENZIE FINANCIAL CORP                         Diversified Financials               2,208.71            0.48%
FOUR SEASONS HOTELS LV                        Hotels Restaurants & Leisure            2,129.34            0.46%
</TABLE>

                                      A-6
<PAGE>

<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                        Industry                  (Millions of US$)        (%)
----------------                                        --------                   ----------------        ---
<S>                                      <C>                                         <C>                 <C>
ATI TECHNOLOGIES                                 Computers & Peripherals              1,801.37            0.39%
CI FUND MANAGEMENT                               Diversified Financials               1,667.94            0.36%
MOLSON A                                                Beverages                     1,617.79            0.35%
DOMTAR                                           Paper & Forest Products              1,520.09            0.33%
CAE                                                Aerospace & Defense                1,502.84            0.33%
FAIRFAX FINANCIAL HLDGS                                 Insurance                     1,478.01            0.32%
PRECISION DRILLING CORP                        Energy Equipment & Services            1,351.56            0.29%
AGRIUM                                                  Chemicals                     1,341.76            0.29%
CGI GROUP A                                     IT Consulting & Services              1,264.23            0.27%
QUEBECOR B                                                Media                       1,198.37            0.26%
DOFASCO                                              Metals & Mining                  1,170.41            0.25%
SOBEYS                                            Food & Drug Retailing               1,161.92            0.25%
AIR CANADA COMMON                                       Airlines                      1,152.25            0.25%
COMINCO                                              Metals & Mining                  1,063.01            0.23%
DESCARTES SYSTEMS GROUP                                 Software                      1,049.62            0.23%
CAMECO CORP                                          Metals & Mining                   907.88             0.20%
CANADIAN TIRE CORP A                                Multiline Retail                   874.49             0.19%
TECK CORP B                                          Metals & Mining                   789.36             0.17%
UNITED DOMINION IND                                     Machinery                      755.18             0.16%
HUDSON'S BAY CO                                     Multiline Retail                   653.70             0.14%
CERTICOM CORP                                           Software                       441.60             0.10%
STELCO A                                             Metals & Mining                   263.31             0.06%
COREL CORP                                              Software                       195.98             0.04%
INCO VBN                                             Metals & Mining                   172.75             0.04%
GEAC COMPUTER CORP                                      Software                       139.10             0.03%
</TABLE>

                                      A-7
<PAGE>

                                                                    APPENDIX A-6

                     MSCI EMU INDEX AS OF NOVEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                        Industry                  (Millions of US$)        (%)
----------------                                        --------                   ----------------        ---
<S>                                      <C>                                         <C>                  <C>
NOKIA CORP                                      Communications Equipment             196,544.77           6.17%
ROYAL DUTCH PETROLEUM CO                                Oil & Gas                    128,609.44           4.04%
TOTAL FINA ELF                                          Oil & Gas                    106,208.00           3.34%
DEUTSCHE TELEKOM                         Diversified Telecommunications Services      95,438.21           3.00%
FRANCE TELECOM                           Diversified Telecommunications Services      86,068.67           2.70%
ALLIANZ                                                 Insurance                     84,554.19           2.66%
ING GROEP                                        Diversified Financials               70,436.83           2.21%
TELEFONICA                               Diversified Telecommunications Services      68,151.57           2.14%
SIEMENS                                         Industrial Conglomerates              67,677.65           2.13%
AVENTIS                                              Pharmaceuticals                  61,197.59           1.92%
ALCATEL                                         Communications Equipment              60,107.65           1.89%
MUENCHENER RUECKVERSICH.                                Insurance                     57,553.20           1.81%
AEGON                                                   Insurance                     55,609.66           1.75%
AXA                                                     Insurance                     55,396.45           1.74%
LOREAL                                              Personal Products                 54,084.27           1.70%
TIM ORD                                    Wireless Telecommunication Services        52,775.59           1.66%
ENI                                                     Oil & Gas                     48,844.56           1.53%
ASSICURAZIONI GENERALI                                  Insurance                     45,930.84           1.44%
SANOFI-SYNTHELABO                                    Pharmaceuticals                  44,559.50           1.40%
DEUTSCHE BANK NAMEN                                       Banks                       44,316.62           1.39%
TELECOM ITALIA ORD                       Diversified Telecommunications Services      42,934.54           1.35%
E. ON (VEBA)                                       Electric Utilities                 42,545.02           1.34%
PHILIPS ELECTRS (KON.)                             Household Durables                 42,478.31           1.33%
BBVA                                                      Banks                       42,154.26           1.32%
CARREFOUR                                         Food & Drug Retailing               42,062.72           1.32%
BSCH BCO SANTANDER CENTR                                  Banks                       40,054.16           1.26%
DAIMLERCHRYSLER                                        Automobiles                    38,437.13           1.21%
VIVENDI                                              Multi-Utilities                  37,442.46           1.18%
STMICROELECTRONICS                         Semiconductor Equipment & Products         37,391.74           1.17%
UNILEVER NV CERT                                      Food Products                   35,276.78           1.11%
BNP PARIBAS                                               Banks                       34,635.58           1.09%
SUEZ LYONNAISE DES EAUX                              Multi-Utilities                  33,755.17           1.06%
LVMH                                               Textiles & Apparel                 32,407.55           1.02%
BAYER                                                   Chemicals                     31,947.07           1.00%
ABN AMRO HOLDING                                          Banks                       31,506.17           0.99%
ENEL                                               Electric Utilities                 27,392.34           0.86%
UNICREDITO ITALIANO ORD                                   Banks                       25,026.32           0.79%
AHOLD (KON.)                                      Food & Drug Retailing               24,947.46           0.78%
BASF                                                    Chemicals                     23,433.59           0.74%
SOCIETE GENERALE                                          Banks                       22,829.70           0.72%
BANCA INTESA ORD                                          Banks                       22,137.26           0.70%
SAN PAOLO-IMI ORD                                         Banks                       21,656.97           0.68%
FORTIS BELGIUM                                   Diversified Financials               21,641.87           0.68%
PINAULT-PRINT.-REDOUTE                              Multiline Retail                  21,507.88           0.68%
</TABLE>

                                      A-8
<PAGE>

<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                        Industry                  (Millions of US$)        (%)
----------------                                        --------                   ----------------        ---
<S>                                      <C>                                         <C>                  <C>
HYPOVEREINSBANK                                           Banks                       20,895.29           0.66%
RWE STAMM                                            Multi-Utilities                  20,517.85           0.64%
REPSOL YPF                                              Oil & Gas                     19,952.86           0.63%
DANONE (GROUPE)                                       Food Products                   19,812.41           0.62%
SAP STAMM                                               Software                      19,275.48           0.61%
DRESDNER BANK NAMEN                                       Banks                       19,247.41           0.60%
CAP GEMINI SA                                   IT Consulting & Services              17,152.89           0.54%
ENDESA                                             Electric Utilities                 17,133.36           0.54%
SAP VORZUG                                              Software                      16,973.53           0.53%
HEINEKEN NV                                             Beverages                     16,938.08           0.53%
KPN (KON.)                               Diversified Telecommunications Services      16,218.18           0.51%
CANAL +                                                   Media                       15,956.78           0.50%
VOLKSWAGEN STAMM                                       Automobiles                    15,447.05           0.49%
MEDIASET                                                  Media                       15,342.65           0.48%
BOUYGUES ORD                               Wireless Telecommunication Services        14,619.40           0.46%
SONERA                                   Diversified Telecommunications Services      14,232.96           0.45%
METRO STAMM                                         Multiline Retail                  14,027.14           0.44%
OLIVETTI ING & CO ORD                    Diversified Telecommunications Services      13,996.19           0.44%
AKZO NOBEL                                              Chemicals                     13,576.46           0.43%
AIR LIQUIDE                                             Chemicals                     11,960.17           0.38%
SAINT-GOBAIN                                        Building Products                 11,843.72           0.37%
KBC BANCASSURANCE                                         Banks                       11,711.72           0.37%
TNT POST GROEP                                   Air Freight & Couriers               11,453.55           0.36%
ELECTRABEL                                         Electric Utilities                 11,320.30           0.36%
SCHERING                                             Pharmaceuticals                  10,915.43           0.34%
IBERDROLA                                          Electric Utilities                 10,790.98           0.34%
BCP BANCO COMERCIAL NOM                                   Banks                       10,208.06           0.32%
SCHNEIDER ELECTRIC                                Electrical Equipment                9,607.43            0.30%
RAS ORD                                                 Insurance                     9,584.96            0.30%
ALLIED IRISH BANKS                                        Banks                       9,507.06            0.30%
PEUGEOT SA                                             Automobiles                    9,400.87            0.30%
BEIERSDORF                                          Personal Products                 9,359.62            0.29%
EDP ELECTRICIDADE PORT                             Electric Utilities                 9,132.29            0.29%
FIAT ORD                                               Automobiles                    8,983.79            0.28%
ASM LITHOGRAPHY HOLDING                    Semiconductor Equipment & Products         8,781.49            0.28%
PORTUGAL TELECOM                         Diversified Telecommunications Services      8,550.92            0.27%
ELSEVIER                                                  Media                       8,459.24            0.27%
CASINO ORD                                        Food & Drug Retailing               8,213.19            0.26%
LAFARGE (FRANCE)                                 Construction Materials               8,151.35            0.26%
LUFTHANSA                                               Airlines                      8,118.55            0.25%
DASSAULT SYSTEMES                                       Software                      8,065.96            0.25%
FRESENIUS MED. CARE ST                      Health Care Providers & Services          7,776.82            0.24%
UPM-KYMMENE                                      Paper & Forest Products              7,468.12            0.23%
GAS NATURAL SDG                                       Gas Utilities                   7,448.87            0.23%
ACCOR                                         Hotels Restaurants & Leisure            7,417.12            0.23%
THOMSON-CSF                                        Aerospace & Defense                7,300.51            0.23%
LAGARDERE                                                 Media                       7,188.60            0.23%
TIM RNC                                    Wireless Telecommunication Services        7,038.97            0.22%
WOLTERS KLUWER                                            Media                       6,867.43            0.22%
</TABLE>

                                      A-9
<PAGE>

<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                        Industry                  (Millions of US$)        (%)
----------------                                        --------                   ----------------        ---
<S>                                      <C>                                         <C>                  <C>
MEDIOBANCA                                                Banks                       6,867.38            0.22%
THYSSEN KRUPP                                        Metals & Mining                  6,588.06            0.21%
MERCK KGAA                                           Pharmaceuticals                  6,438.22            0.20%
PIRELLI SPA ORD                                      Auto Components                  6,016.16            0.19%
SODEXHO ALLIANCE                              Hotels Restaurants & Leisure            6,006.78            0.19%
CRH                                              Construction Materials               6,005.18            0.19%
BANCA ROMA                                                Banks                       5,811.66            0.18%
PREUSSAG                                        Industrial Conglomerates              5,704.67            0.18%
BANK AUSTRIA                                              Banks                       5,631.96            0.18%
GROUPE BRUXELLES LAMBERT                         Diversified Financials               5,627.53            0.18%
UNION ELECTRICA FENOSA                             Electric Utilities                 5,458.30            0.17%
LINDE                                                   Machinery                     5,450.43            0.17%
UCB (GROUPE)                                         Pharmaceuticals                  5,053.44            0.16%
EIRCOM                                   Diversified Telecommunications Services      4,958.54            0.16%
TELECOM ITALIA RNC                       Diversified Telecommunications Services      4,885.29            0.15%
ALTADIS                                                  Tobacco                      4,501.42            0.14%
VINCI                                          Construction & Engineering             4,195.08            0.13%
SAGEM                                           Communications Equipment              4,192.23            0.13%
PUBLICIS GROUPE                                           Media                       4,084.65            0.13%
SOLVAY                                                  Chemicals                     4,022.09            0.13%
MICHELIN                                             Auto Components                  3,869.92            0.12%
VALEO                                                Auto Components                  3,821.42            0.12%
KARSTADT QUELLE                                     Multiline Retail                  3,581.47            0.11%
BULGARI                                            Textiles & Apparel                 3,542.40            0.11%
BENETTON GROUP                                     Textiles & Apparel                 3,464.39            0.11%
RYANAIR HOLDINGS                                        Airlines                      3,234.72            0.10%
PECHINEY ORD A                                       Metals & Mining                  3,185.18            0.10%
PERNOD RICARD                                           Beverages                     3,156.14            0.10%
IRISH LIFE & PERMANENT                                  Insurance                     3,137.92            0.10%
ITALGAS                                               Gas Utilities                   3,117.80            0.10%
BANCO ESPIRITO SANTO                                      Banks                       3,109.43            0.10%
CIMPOR CIMENTOS DE PORT                          Construction Materials               3,100.37            0.10%
ESSILOR INTERNATIONAL                       Health Care Equipment & Supplies          3,088.27            0.10%
AUTOGRILL                                     Hotels Restaurants & Leisure            3,001.60            0.09%
VOLKSWAGEN VORZUG                                      Automobiles                    2,977.31            0.09%
MAN STAMM                                               Machinery                     2,968.28            0.09%
SAMPO INSURANCE CO A                                    Insurance                     2,914.06            0.09%
HEIDELBERGER ZEMENT STAM                         Construction Materials               2,848.11            0.09%
ALITALIA                                                Airlines                      2,771.33            0.09%
WCM BETEILIGUNGS & GRUND                         Diversified Financials               2,737.42            0.09%
VERBUND OESTERR ELEK A                             Electric Utilities                 2,680.20            0.08%
SONAE SGPS                                      Industrial Conglomerates              2,675.32            0.08%
EURAFRANCE                                       Diversified Financials               2,604.23            0.08%
GEHE                                        Health Care Providers & Services          2,601.84            0.08%
ERIDANIA BEGHIN-SAY                                   Food Products                   2,601.14            0.08%
RWE VORZUG                                           Multi-Utilities                  2,600.31            0.08%
MONDADORI ORD                                             Media                       2,599.63            0.08%
USINOR                                               Metals & Mining                  2,580.94            0.08%
ADIDAS-SALOMON                                     Textiles & Apparel                 2,575.84            0.08%
BUHRMANN                                     Commercial Services & Supplies           2,539.58            0.08%
BRISA AUTO-ESTRADAS PORT                      Transportation Infrastructure           2,512.26            0.08%
</TABLE>

                                      A-10
<PAGE>

<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                        Industry                  (Millions of US$)        (%)
----------------                                        --------                   ----------------        ---
<S>                                      <C>                                         <C>                  <C>
PARMALAT FINANZIARIA                                  Food Products                   2,442.40            0.08%
EM TV & MERCHANDISING                                     Media                       2,400.75            0.08%
UNIBAIL                                                Real Estate                    2,356.90            0.07%
HAGEMEYER                                             Distributors                    2,339.74            0.07%
DELHAIZE-LE LION                                  Food & Drug Retailing               2,287.04            0.07%
COFLEXIP                                       Energy Equipment & Services            2,217.54            0.07%
FOMENTO CONST Y CONTR                          Construction & Engineering             2,143.25            0.07%
AUTOPISTAS CESA (ACESA)                       Transportation Infrastructure           2,133.73            0.07%
BANCA INTESA RNC                                          Banks                       2,093.74            0.07%
BPI SGPS NOM                                     Diversified Financials               2,034.50            0.06%
KERRY GROUP A                                         Food Products                   1,991.90            0.06%
BIC                                          Commercial Services & Supplies           1,978.36            0.06%
TECHNIP                                        Construction & Engineering             1,845.71            0.06%
OMV AG                                                  Oil & Gas                     1,845.02            0.06%
CONTINENTAL                                          Auto Components                  1,826.06            0.06%
ALBA (CORP FINANCIERA)                                 Real Estate                    1,767.78            0.06%
GETRONICS                                       IT Consulting & Services              1,764.99            0.06%
AGUAS DE BARCELONA                                   Water Utilities                  1,764.64            0.06%
BANCA POPOLARE MILANO                                     Banks                       1,739.32            0.05%
SMURFIT (JEFFERSON)                              Containers & Packaging               1,733.82            0.05%
RINASCENTE ORD                                    Food & Drug Retailing               1,730.75            0.05%
GRUPO DRAGADOS                                 Construction & Engineering             1,709.77            0.05%
SIMCO                                                  Real Estate                    1,697.02            0.05%
SIDEL                                                   Machinery                     1,681.40            0.05%
GECINA                                                 Real Estate                    1,628.08            0.05%
IMERYS                                           Construction Materials               1,625.93            0.05%
FIAT PRIV                                              Automobiles                    1,609.50            0.05%
TIETOENATOR                                     IT Consulting & Services              1,596.66            0.05%
COLRUYT                                           Food & Drug Retailing               1,550.04            0.05%
CLUB MEDITERRANEE                             Hotels Restaurants & Leisure            1,544.34            0.05%
ACERINOX                                             Metals & Mining                  1,522.09            0.05%
ACS ACTIV. CONST. Y SVCS                       Construction & Engineering             1,483.37            0.05%
ITALCEMENTI ORD                                  Construction Materials               1,395.34            0.04%
INDEPENDENT NEWS & MEDIA                                  Media                       1,373.45            0.04%
SOL MELIA                                     Hotels Restaurants & Leisure            1,372.42            0.04%
OCE                                                Office Electronics                 1,331.08            0.04%
HOCHTIEF                                       Construction & Engineering             1,316.20            0.04%
IHC CALAND                                              Machinery                     1,288.10            0.04%
METSO CORP                                              Machinery                     1,279.38            0.04%
BUDERUS                                             Building Products                 1,272.10            0.04%
KONE B                                                  Machinery                     1,236.01            0.04%
ZARDOYA OTIS                                            Machinery                     1,212.87            0.04%
POHJOLA GROUP B                                         Insurance                     1,198.83            0.04%
HARTWALL A                                              Beverages                     1,194.13            0.04%
D'IETEREN                                           Specialty Retail                  1,188.60            0.04%
ZODIAC                                             Aerospace & Defense                1,186.96            0.04%
WIENERBERGER BAUSTOFF                               Building Products                 1,169.31            0.04%
DOUGLAS HOLDING                                     Specialty Retail                  1,167.74            0.04%
VEDIOR                                       Commercial Services & Supplies           1,166.16            0.04%
SAI ORD                                                 Insurance                     1,133.26            0.04%
SNIA BPD ORD                                            Chemicals                     1,122.28            0.04%
FIAT RNC                                               Automobiles                    1,112.89            0.03%
GENERALI HOLDING VIENNA                                 Insurance                     1,112.67            0.03%
</TABLE>

                                      A-11
<PAGE>

<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                        Industry                  (Millions of US$)        (%)
----------------                                        --------                   ----------------        ---
<S>                                      <C>                                         <C>                  <C>
MAPFRE (CORPORACION)                                    Insurance                     1,106.36            0.03%
AUSTRIA TABAK                                            Tobacco                      1,082.03            0.03%
VOPAK (KON.)                                             Marine                       1,069.02            0.03%
JERONIMO MARTINS SGPS                             Food & Drug Retailing               1,063.92            0.03%
CASINO ADP                                        Food & Drug Retailing               1,060.86            0.03%
SGL CARBON                                           Metals & Mining                  1,026.65            0.03%
KAMPS                                                 Food Products                   1,003.49            0.03%
OUTOKUMPU A                                          Metals & Mining                   937.69             0.03%
BARCO (NEW)                                Electronic Equipment & instruments          931.79             0.03%
BEKAERT                                           Electrical Equipment                 918.81             0.03%
UNION MINIERE                                        Metals & Mining                   902.04             0.03%
MAN VORZUG                                              Machinery                      890.81             0.03%
KLM                                                     Airlines                       886.27             0.03%
KESKO B                                           Food & Drug Retailing                847.35             0.03%
ALCATEL OPTRONICS                               Communications Equipment               831.63             0.03%
SEB                                                Household Durables                  792.98             0.02%
DCC                                             Industrial Conglomerates               787.95             0.02%
WATERFORD WEDGWOOD UNIT                            Household Durables                  786.53             0.02%
METROVACESA                                            Real Estate                     771.21             0.02%
AZUCARERA EBRO AGRICOLAS                              Food Products                    755.64             0.02%
FLUGHAFEN WIEN                                Transportation Infrastructure            733.60             0.02%
LANE G.MARZOTTO ORD                                Textiles & Apparel                  715.41             0.02%
VALLEHERMOSO                                           Real Estate                     708.92             0.02%
DYCKERHOFF VORZUG                                Construction Materials                707.66             0.02%
CORTEFIEL                                           Specialty Retail                   682.88             0.02%
WARTSILA B (METRA)                                      Machinery                      669.47             0.02%
PROSEGUR                                     Commercial Services & Supplies            619.97             0.02%
UPONOR                                              Building Products                  613.40             0.02%
KEMIRA                                                  Chemicals                      603.21             0.02%
AMER-YHTYMAE A                                Leisure Equipment & Products             583.41             0.02%
CMB                                                      Marine                        564.08             0.02%
TELEPIZZA                                     Hotels Restaurants & Leisure             541.89             0.02%
PORTUCEL INDUSTRIAL                              Paper & Forest Products               530.13             0.02%
GLAVERBEL (GROUPE)                                  Building Products                  493.47             0.02%
INSTRUMENTARIUM CORP                        Health Care Equipment & Supplies           481.79             0.02%
MAYR-MELNHOF KARTON                              Containers & Packaging                472.79             0.01%
VA TECHNOLOGIE                                          Machinery                      467.46             0.01%
NEDLLOYD (KON.)                                          Marine                        467.43             0.01%
BWT STAMM                                    Commercial Services & Supplies            459.62             0.01%
JURYS DOYLE HOTEL GROUP                       Hotels Restaurants & Leisure             440.09             0.01%
RAUTARUUKKI                                          Metals & Mining                   440.08             0.01%
PULEVA                                                Food Products                    422.77             0.01%
CEMENTIR                                         Construction Materials                418.47             0.01%
FAG KUGELFISCHER                                        Machinery                      413.83             0.01%
GREENCORE GROUP                                       Food Products                    411.21             0.01%
PORTLAND VALDERRIVAS                             Construction Materials                397.96             0.01%
FAES                                                 Pharmaceuticals                   393.75             0.01%
RHI                                              Construction Materials                391.03             0.01%
ITALCEMENTI RNC                                  Construction Materials                383.27             0.01%
AGIV                                                    Machinery                      382.41             0.01%
RINASCENTE RNC                                    Food & Drug Retailing                382.32             0.01%
SIRTI                                          Construction & Engineering              381.10             0.01%
BILFINGER + BERGER                             Construction & Engineering              377.06             0.01%
</TABLE>

                                      A-12
<PAGE>

<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                        Industry                  (Millions of US$)        (%)
----------------                                        --------                   ----------------        ---
<S>                                      <C>                                         <C>                  <C>
URBIS (INMOBILIARIA)                                   Real Estate                     376.73             0.01%
CHARGEURS                                          Textiles & Apparel                  373.41             0.01%
IMPREGILO ORD                                  Construction & Engineering              372.14             0.01%
EMPRESARIAL ENCE (GRUPO)                         Paper & Forest Products               360.08             0.01%
AUSTRIAN AIRLINES                                       Airlines                       358.72             0.01%
STORK (VER MACHINE.)                                    Machinery                      353.10             0.01%
POHJOLA GROUP A                                         Insurance                      351.60             0.01%
FINNLINES                                                Marine                        346.09             0.01%
BOEHLER-UDDEHOLM                                     Metals & Mining                   340.22             0.01%
HOLLANDSCHE BETON GROEP                        Construction & Engineering              315.96             0.01%
BBAG OESTERR BRAU STAMM                                 Beverages                      315.89             0.01%
ASTURIANA DE ZINC                                    Metals & Mining                   315.23             0.01%
NORD-EST                                         Containers & Packaging                312.90             0.01%
SAI RNC                                                 Insurance                      302.99             0.01%
STOCKMANN A                                         Multiline Retail                   284.24             0.01%
STOCKMANN B                                         Multiline Retail                   281.58             0.01%
HOLSTEN-BRAUEREI                                        Beverages                      267.52             0.01%
URALITA                                             Building Products                  263.56             0.01%
IWKA                                                    Machinery                      262.81             0.01%
RAISIO GROUP V                                        Food Products                    255.90             0.01%
BARCONET                                        Communications Equipment               254.96             0.01%
RENO MEDICI A ORD                                Containers & Packaging                254.80             0.01%
PIRELLI SPA RNC                                      Auto Components                   252.20             0.01%
TULLOW OIL                                              Oil & Gas                      239.18             0.01%
LENZING                                                 Chemicals                      235.29             0.01%
WARTSILA A (METRA)                                      Machinery                      230.48             0.01%
VISCOFAN                                              Food Products                    229.56             0.01%
DANIELI & CO ORD                                        Machinery                      177.53             0.01%
FYFFES                                            Food & Drug Retailing                173.77             0.01%
DEUTZ                                                   Machinery                      153.03             0.00%
BAU HOLDING STRABAG                            Construction & Engineering              152.34             0.00%
CORTICEIRA AMORIM                                Containers & Packaging                135.46             0.00%
INAPA                                            Paper & Forest Products               132.66             0.00%
RHEINMETALL STAMM                               Industrial Conglomerates               120.65             0.00%
IRISH CONTINENTAL GROUP                                  Marine                        117.28             0.00%
LANE G.MARZOTTO RISP                               Textiles & Apparel                  117.26             0.00%
RHEINMETALL VORZUG                              Industrial Conglomerates               104.98             0.00%
DANIELI & CO RNC                                        Machinery                       91.25             0.00%
ESCADA STAMM                                       Textiles & Apparel                   85.91             0.00%
ERCROS                                                  Chemicals                       85.52             0.00%
EFACEC CAPITAL SGPS                               Electrical Equipment                  75.73             0.00%
CIN CORP IND'L DO NORTE                                 Chemicals                       71.82             0.00%
ESCADA VORZUG                                      Textiles & Apparel                   67.23             0.00%
BRAU & BRUNNEN                                          Beverages                       65.65             0.00%
SOARES DA COSTA                                Construction & Engineering               58.50             0.00%
</TABLE>

                                      A-13
<PAGE>

                                                                    APPENDIX A-7

                    MSCI FRANCE INDEX AS OF NOVEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                   Index Market        Weight in
                                                                                  Capitalization      MSCI Index
Constituent Name                                      Industry                   (Millions of US$)        (%)
----------------                                      --------                   -----------------        ---
<S>                                    <C>                                          <C>                 <C>
TOTAL FINA ELF                                       Oil & Gas                      106,208.00          11.17%
FRANCE TELECOM                         Diversified Telecommunication Services        86,068.67           9.05%
AVENTIS                                           Pharmaceuticals                    61,197.59           6.44%
ALCATEL                                       Communications Equipment               60,107.65           6.32%
AXA                                                  Insurance                       55,396.45           5.83%
LOREAL                                           Personal Products                   54,084.27           5.69%
SANOFI-SYNTHELABO                                 Pharmaceuticals                    44,559.50           4.69%
CARREFOUR                                      Food & Drug Retailing                 42,062.72           4.42%
VIVENDI                                           Multi-Utilities                    37,442.46           3.94%
STMICROELECTRONICS                       Semiconductor Equipment & Products          37,391.74           3.93%
BNP PARIBAS                                            Banks                         34,635.58           3.64%
SUEZ LYONNAISE DES EAUX                           Multi-Utilities                    33,755.17           3.55%
LVMH                                             Textiles & Apparel                  32,407.55           3.41%
SOCIETE GENERALE                                       Banks                         22,829.70           2.40%
PINAULT-PRINT.-REDOUTE                            Multiline Retail                   21,507.88           2.26%
DANONE (GROUPE)                                    Food Products                     19,812.41           2.08%
CAP GEMINI SA                                 IT Consulting & Services               17,152.89           1.80%
CANAL +                                                Media                         15,956.78           1.68%
BOUYGUES ORD                            Wireless Telecommunication Services          14,619.40           1.54%
AIR LIQUIDE                                          Chemicals                       11,960.17           1.26%
SAINT-GOBAIN                                     Building Products                   11,843.72           1.25%
SCHNEIDER ELECTRIC                              Electrical Equipment                 9,607.43            1.01%
PEUGEOT SA                                          Automobiles                      9,400.87            0.99%
CASINO ORD                                     Food & Drug Retailing                 8,213.19            0.86%
LAFARGE (FRANCE)                               Construction Materials                8,151.35            0.86%
DASSAULT SYSTEMES                                     Software                       8,065.96            0.85%
ACCOR                                       Hotels Restaurants & Leisure             7,417.12            0.78%
THOMSON-CSF                                     Aerospace & Defense                  7,300.51            0.77%
LAGARDERE                                              Media                         7,188.60            0.76%
SODEXHO ALLIANCE                            Hotels Restaurants & Leisure             6,006.78            0.63%
VINCI                                        Construction & Engineering              4,195.08            0.44%
SAGEM                                         Communications Equipment               4,192.23            0.44%
PUBLICIS GROUPE                                        Media                         4,084.65            0.43%
MICHELIN                                          Auto Components                    3,869.92            0.41%
VALEO                                             Auto Components                    3,821.42            0.40%
PECHINEY ORD A                                    Metals & Mining                    3,185.18            0.33%
PERNOD RICARD                                        Beverages                       3,156.14            0.33%
ESSILOR INTERNATIONAL                     Health Care Equipment & Supplies           3,088.27            0.32%
EURAFRANCE                                     Diversified Financials                2,604.23            0.27%
ERIDANIA BEGHIN-SAY                                Food Products                     2,601.14            0.27%
USINOR                                            Metals & Mining                    2,580.94            0.27%
UNIBAIL                                             Real Estate                      2,356.90            0.25%
COFLEXIP                                    Energy Equipment & Services              2,217.54            0.23%
BIC                                        Comercial Services & Supplies             1,978.36            0.21%
TECHNIP                                      Construction & Engineering              1,845.71            0.19%
SIMCO                                               Real Estate                      1,697.02            0.18%
SIDEL                                                Machinery                       1,681.40            0.18%
GECINA                                              Real Estate                      1,628.08            0.17%
IMERYS                                         Construction Materials                1,625.93            0.17%
</TABLE>

                                      A-14
<PAGE>

<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                        Industry                  (Millions of US$)        (%)
----------------                                        --------                   ----------------        ---
<S>                                      <C>                                          <C>                 <C>
CLUB MEDITERRANEE                           Hotels Restaurants & Leisure              1,544.34            0.16%
ZODIAC                                          Aerospace & Defense                   1,186.96            0.12%
CASINO ADP                                     Food & Drug Retailing                  1,060.86            0.11%
ALCATEL OPTRONICS                             Communications Equipment                 831.63             0.09%
SEB                                              Household Durables                    792.98             0.08%
CHARGEURS                                        Textiles & Apparel                    373.41             0.04%
NORD-EST                                       Containers & Packaging                  312.90             0.03%
</TABLE>

                                      A-15
<PAGE>

                                                                    APPENDIX A-8

                   MSCI GERMANY INDEX AS OF NOVEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                        Industry                  (Millions of US$)        (%)
----------------                                        --------                  -----------------        ---
<S>                                      <C>                                          <C>                <C>
DEUTSCHE TELEKOM                         Diversified Telecommunication Services       95,438.21          13.45%
ALLIANZ                                                 Insurance                     84,554.19          11.92%
SIEMENS                                         Industrial Conglomerates              67,677.65           9.54%
MUENCHENER RUECKVERSICH.                                Insurance                     57,553.20           8.11%
DEUTSCHE BANK NAMEN                                       Banks                       44,316.62           6.25%
E. ON (VEBA)                                       Electric Utilities                 42,545.02           6.00%
DAIMLERCHRYSLER                                        Automobiles                    38,437.13           5.42%
BAYER                                                   Chemicals                     31,947.07           4.50%
BASF                                                    Chemicals                     23,433.59           3.30%
HYPOVEREINSBANK                                           Banks                       20,895.29           2.95%
RWE STAMM                                            Multi-Utilities                  20,517.85           2.89%
SAP STAMM                                               Software                      19,275.48           2.72%
DRESDNER BANK NAMEN                                       Banks                       19,247.41           2.71%
SAP VORZUG                                              Software                      16,973.53           2.39%
VOLKSWAGEN STAMM                                       Automobiles                    15,447.05           2.18%
METRO STAMM                                         Multiline Retail                  14,027.14           1.98%
SCHERING                                             Pharmaceuticals                  10,915.43           1.54%
BEIERSDORF                                          Personal Products                 9,359.62            1.32%
LUFTHANSA                                               Airlines                      8,118.55            1.14%
FRESENIUS MED. CARE ST                      Health Care Providers & Services          7,776.82            1.10%
THYSSEN KRUPP                                        Metals & Mining                  6,588.06            0.93%
MERCK KGAA                                           Pharmaceuticals                  6,438.22            0.91%
PREUSSAG                                        Industrial Conglomerates              5,704.67            0.80%
LINDE                                                   Machinery                     5,450.43            0.77%
KARSTADT QUELLE                                     Multiline Retail                  3,581.47            0.50%
VOLKSWAGEN VORZUG                                      Automobiles                    2,977.31            0.42%
MAN STAMM                                               Machinery                     2,968.28            0.42%
HEIDELBERGER ZEMENT STAM                         Construction Materials               2,848.11            0.40%
WCM BETEILIGUNGS & GRUND                         Diversified Financials               2,737.42            0.39%
GEHE                                        Health Care Providers & Services          2,601.84            0.37%
RWE VORZUG                                           Multi-Utilities                  2,600.31            0.37%
ADIDAS-SALOMON                                     Textiles & Apparel                 2,575.84            0.36%
EM TV & MERCHANDISING                                     Media                       2,400.75            0.34%
CONTINENTAL                                          Auto Components                  1,826.06            0.26%
HOCHTIEF                                       Construction & Engineering             1,316.20            0.19%
BUDERUS                                             Building Products                 1,272.10            0.18%
DOUGLAS HOLDING                                     Specialty Retail                  1,167.74            0.16%
SGL CARBON                                           Metals & Mining                  1,026.65            0.14%
KAMPS                                                 Food Products                   1,003.49            0.14%
MAN VORZUG                                              Machinery                      890.81             0.13%
DYCKERHOFF VORZUG                                Construction Materials                707.66             0.10%
FAG KUGELFISCHER                                        Machinery                      413.83             0.06%
AGIV                                                    Machinery                      382.41             0.05%
BILFINGER + BERGER                             Construction & Engineering              377.06             0.05%
HOLSTEN-BRAUEREI                                        Beverages                      267.52             0.04%
IWKA                                                    Machinery                      262.81             0.04%
DEUTZ                                                   Machinery                      153.03             0.02%
RHEINMETALL STAMM                               Industrial Conglomerates               120.65             0.02%
</TABLE>

                                      A-16
<PAGE>

<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                        Industry                  (Millions of US$)        (%)
----------------                                        --------                  -----------------        ---
<S>                                      <C>                                          <C>                <C>
RHEINMETALL VORZUG                              Industrial Conglomerates               104.98             0.01%
ESCADA STAMM                                       Textiles & Apparel                   85.91             0.01%
ESCADA VORZUG                                      Textiles & Apparel                   67.23             0.01%
BRAU & BRUNNEN                                          Beverages                       65.65             0.01%
</TABLE>

                                      A-17
<PAGE>

                                                                    APPENDIX A-9

                    MSCI GREECE INDEX AS OF NOVEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                        Industry                  (Millions of US$)        (%)
----------------                                        --------                  -----------------        ---
<S>                                      <C>                                          <C>                <C>
OTE HELLENIC TELECOM.                    Diversified Telecommunication Services       7,219.73           14.42%
NATIONAL BANK OF GREECE                                  Banks                        7,163.21           14.31%
EFG EUROBANK ERGASIAS                                    Banks                        5,030.39           10.05%
ALPHA BANK                                               Banks                        4,937.29            9.86%
COMMERCIAL BANK GREECE                                   Banks                        3,656.57            7.30%
COCA-COLA HBC(HELLEN.BOT                               Beverages                      3,229.61            6.45%
INTRACOM COMMON                                 Communications Equipment              2,309.35            4.61%
TITAN CEMENT CO COMMON                           Construction Materials               1,658.19            3.31%
HELLENIC PETROLEUM                                     Oil & Gas                      1,461.62            2.92%
VIOHALCO COPPER CO B                                Metals & Mining                   1,052.73            2.10%
ALUMINIUM OF GREECE                                 Metals & Mining                    814.72             1.63%
ATTICA ENTERPRISES                                       Marine                        765.36             1.53%
MAILLIS MICHAEL J. B                             Containers & Packaging                682.10             1.36%
FOLLI-FOLLIE                                       Textiles & Apparel                  619.25             1.24%
DUTY FREE SHOPS                                     Multiline Retail                   592.28             1.18%
LAMBRAKIS PRESS ORG.                                     Media                         576.12             1.15%
EYDAP ATHENS WASUPP.                                Water Utilities                    566.08             1.13%
INTERAMERICAN                                          Insurance                       550.41             1.10%
ATHENS MEDICAL                              Health Care Providers & Services           535.19             1.07%
HELLENIC TECHNODOMIKI                          Construction & Engineering              429.32             0.86%
HYATT REGENCY HOTEL                           Hotels Restaurants & Leisure             406.35             0.81%
SILVER & BARYTE ORES                                Metals & Mining                    403.03             0.81%
TECHNICAL OLYMPIC                              Construction & Engineering              359.36             0.72%
MICHANIKI COMMON                               Construction & Engineering              348.72             0.70%
INFORM P. LYKOS                              Comercial Services & Supplies             325.26             0.65%
PAPASTRATOS CIGARETTE CB                                Tobacco                        318.99             0.64%
MYTILINEOS HOLDINGS                                 Metals & Mining                    318.93             0.64%
HELLENIC SUGAR IND B                                 Food Products                     312.67             0.62%
SINGULAR                                                Software                       309.11             0.62%
MINOAN LINES                                             Marine                        306.31             0.61%
FOURLIS HOLDING COMMON                             Household Durables                  303.70             0.61%
DELTA DAIRY COMMON                                   Food Products                     302.25             0.60%
ASPIS PRONIA COMMON                                    Insurance                       280.77             0.56%
AEGEK COMMON                                   Construction & Engineering              272.78             0.54%
GOODY'S B                                     Hotels Restaurants & Leisure             261.48             0.52%
DELTA INFORMATICS                                       Software                       237.73             0.47%
SANYO HELLAS HOLDINGS                                 Distributors                     166.62             0.33%
PETZETAKIS CB                                      Building Products                   163.82             0.33%
ATTI-KAT                                       Construction & Engineering              147.91             0.30%
KLONATEX GROUP COMMON                              Textiles & Apparel                  143.22             0.29%
THEMELIODOMI                                   Construction & Engineering              129.58             0.26%
ALTE TECHNICAL CO                              Construction & Engineering              124.06             0.25%
DELTA DAIRY PREF                                     Food Products                     106.84             0.21%
SELECTED TEXTILE                                   Textiles & Apparel                  103.31             0.21%
KLONATEX GROUP PREF                                Textiles & Apparel                   61.41             0.12%
</TABLE>

                                      A-18
<PAGE>

                                                                   APPENDIX A-10

                  MSCI HONG KONG INDEX AS OF NOVEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                        Industry                  (Millions of US$)        (%)
----------------                                        --------                  -----------------        ---
<S>                                              <C>                                  <C>                <C>
HUTCHISON WHAMPOA                                Diversified Financials               50,970.78          29.16%
HANG SENG BANK                                            Banks                       22,305.55          12.76%
SUN HUNG KAI PROPERTIES                                Real Estate                    18,546.06          10.61%
SWIRE PACIFIC A                                  Diversified Financials               9,948.86            5.69%
CLP HOLDINGS                                       Electric Utilities                 9,712.70            5.56%
PACIFIC CENTURY CYBERWKS                 Diversified Telecommunication Services       9,046.23            5.18%
JOHNSON ELECTRIC HLDGS                            Electrical Equipment                6,923.90            3.96%
HONGKONG CHINA GAS                                    Gas Utilities                   6,455.12            3.69%
CATHAY PACIFIC AIRWAYS                                  Airlines                      5,983.40            3.42%
LI & FUNG                                          Textiles & Apparel                 5,743.95            3.29%
HENDERSON LAND DEV.                                    Real Estate                    5,316.73            3.04%
WHARF HOLDINGS                                         Real Estate                    4,970.97            2.84%
BANK EAST ASIA                                            Banks                       3,070.78            1.76%
TELEVISION BROADCASTS                                     Media                       2,381.00            1.36%
SHANGRI-LA ASIA                               Hotels Restaurants & Leisure            2,230.14            1.28%
NEW WORLD DEVELOPMENT                                  Real Estate                    2,208.53            1.26%
SINO LAND                                              Real Estate                    1,489.24            0.85%
HYSAN DEVELOPMENT                                      Real Estate                    1,245.55            0.71%
SOUTH CHINA MORNING POST                                  Media                       1,144.23            0.65%
HANG LUNG DEVELOPMENT CO                               Real Estate                     991.88             0.57%
ESPRIT HOLDINGS                                     Specialty Retail                   933.62             0.53%
GIORDANO INTERNATIONAL                              Specialty Retail                   689.29             0.39%
HONGKONG SHANGHAI HOTEL                       Hotels Restaurants & Leisure             638.00             0.37%
ASM PACIFIC TECHNOLOGY                     Semiconductor Equipment & Products          627.60             0.36%
HOPEWELL HOLDINGS                               Industrial Conglomerates               342.54             0.20%
VARITRONIX INTERNATIONAL                   Electronic Equipment & Instruments          316.51             0.18%
QPL INTERNATIONAL HLDGS                    Electronic Equipment & Instruments          276.71             0.16%
ORIENTAL PRESS GROUP                                      Media                        270.54             0.15%
</TABLE>

                                      A-19
<PAGE>

                                                                   APPENDIX A-11

               MSCI INDONESIA (FREE) INDEX AS OF NOVEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                        Industry                  (Millions of US$)        (%)
----------------                                        --------                  -----------------        ---
<S>                                      <C>                                          <C>                <C>
TELEKOMUNIKASI INDONESIA                 Diversified Telecommunication Services       2,590.04           28.43%
GUDANG GARAM                                             Tobacco                      1,065.46           11.69%
INDOFOOD SUKSES MAKMUR                                Food Products                    792.21             8.69%
ASTRA INTERNATIONAL                                    Automobiles                     594.24             6.52%
INDAH KIAT PULP & PAPER                          Paper & Forest Products               487.52             5.35%
MAKINDO                                          Diversified Financials                388.18             4.26%
SEMEN GRESIK                                     Construction Materials                367.03             4.03%
RAMAYANA LESTARI SENTOSA                            Multiline Retail                   361.56             3.97%
MEDCO ENERGI INT'L                                      Oil & Gas                      349.50             3.84%
MATAHARI PUTRA PRIMA                                Multiline Retail                   170.28             1.87%
BANK PAN INDONESIA                                        Banks                        156.15             1.71%
KALBE FARMA                                          Pharmaceuticals                   153.32             1.68%
TEMPO SCAN PACIFIC                                   Pharmaceuticals                   152.20             1.67%
ANEKA TAMBANG                                        Metals & Mining                   129.08             1.42%
GAJAH TUNGGAL                                        Auto Components                   127.92             1.40%
POLYSINDO EKA PERKASA                                   Chemicals                      103.68             1.14%
CITRA MARGA NUSAPHALA                         Transportation Infrastructure            100.68             1.11%
BHAKTI INVESTAMA                                 Diversified Financials                 98.75             1.08%
BIMANTARA CITRA                                  Diversified Financials                 98.66             1.08%
TJIWI KIMIA                                      Paper & Forest Products                94.55             1.04%
DUTA PERTIWI                                           Real Estate                      80.03             0.88%
TIMAH                                                Metals & Mining                    79.18             0.87%
CHAROEN POKPHAND INDON.                               Food Products                     76.03             0.83%
SMART CORP                                            Food Products                     71.36             0.78%
INDO-RAMA SYNTHETICS                               Textiles & Apparel                   54.90             0.60%
MULIA INDUSTRINDO                                   Building Products                   52.73             0.58%
JAKARTA INT'L HOTELS DEV                               Real Estate                      51.11             0.56%
MAYORA INDAH                                          Food Products                     48.24             0.53%
BUDI ACID JAYA                                          Chemicals                       47.35             0.52%
LONDON SUMATRA INDONESIA                              Food Products                     31.83             0.35%
MODERN PHOTO FILM CO                          Leisure Equipment & Products              30.08             0.33%
ASAHIMAS FLAT GLASS                                 Building Products                   29.59             0.32%
HERO SUPERMARKET                                  Food & Drug Retailing                 27.76             0.30%
BARITO PACIFIC TIMBER                            Paper & Forest Products                25.69             0.28%
CIPUTRA DEVELOPMENT                                    Real Estate                      24.52             0.27%
</TABLE>

                                      A-20
<PAGE>

                                                                   APPENDIX A-12

                    MSCI ITALY INDEX AS OF NOVEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                   Index Market       Weight in
                                                                                  Capitalization      MSCI Index
Constituent Name                                     Industry                   (Millions of US$)        (%)
----------------                                     --------                   -----------------        ---
<S>                                     <C>                                         <C>                 <C>
TIM ORD                                 Wireless Telecommunication Services         52,775.59           13.13%
ENI                                                  Oil & Gas                      48,844.56           12.15%
ASSICURAZIONI GENERALI                               Insurance                      45,930.84           11.43%
TELECOM ITALIA ORD                    Diversified Telecommunication Services        42,934.54           10.68%
ENEL                                            Electric Utilities                  27,392.34           6.81%
UNICREDITO ITALIANO ORD                                Banks                        25,026.32           6.23%
BANCA INTESA ORD                                       Banks                        22,137.26           5.51%
SAN PAOLO-IMI ORD                                      Banks                        21,656.97           5.39%
MEDIASET                                               Media                        15,342.65           3.82%
OLIVETTI ING & CO ORD                 Diversified Telecommunication Services        13,996.19           3.48%
RAS ORD                                              Insurance                       9,584.96           2.38%
FIAT ORD                                            Automobiles                      8,983.79           2.24%
TIM RNC                                 Wireless Telecommunication Services          7,038.97           1.75%
MEDIOBANCA                                             Banks                         6,867.38           1.71%
PIRELLI SPA ORD                                   Auto Components                    6,016.16           1.50%
BANCA ROMA                                             Banks                         5,811.66           1.45%
TELECOM ITALIA RNC                    Diversified Telecommunication Services         4,885.29           1.22%
BULGARI                                         Textiles & Apparel                   3,542.40           0.88%
BENETTON GROUP                                  Textiles & Apparel                   3,464.39           0.86%
ITALGAS                                            Gas Utilities                     3,117.80           0.78%
AUTOGRILL                                  Hotels Restaurants & Leisure              3,001.60           0.75%
ALITALIA                                             Airlines                        2,771.33           0.69%
MONDADORI ORD                                          Media                         2,599.63           0.65%
PARMALAT FINANZIARIA                               Food Products                     2,442.40           0.61%
BANCA INTESA RNC                                       Banks                         2,093.74           0.52%
BANCA POPOLARE MILANO                                  Banks                         1,739.32           0.43%
RINASCENTE ORD                                 Food & Drug Retailing                 1,730.75           0.43%
FIAT PRIV                                           Automobiles                      1,609.50           0.40%
ITALCEMENTI ORD                               Construction Materials                 1,395.34           0.35%
SAI ORD                                              Insurance                       1,133.26           0.28%
SNIA BPD ORD                                         Chemicals                       1,122.28           0.28%
FIAT RNC                                            Automobiles                      1,112.89           0.28%
LANE G.MARZOTTO ORD                             Textiles & Apparel                    715.41            0.18%
CEMENTIR                                      Construction Materials                  418.47            0.10%
ITALCEMENTI RNC                               Construction Materials                  383.27            0.10%
RINASCENTE RNC                                 Food & Drug Retailing                  382.32            0.10%
SIRTI                                       Construction & Engineering                381.10            0.09%
IMPREGILO ORD                               Construction & Engineering                372.14            0.09%
SAI RNC                                              Insurance                        302.99            0.08%
RENO MEDICI A ORD                             Containers & Packaging                  254.80            0.06%
PIRELLI SPA RNC                                   Auto Components                     252.20            0.06%
DANIELI & CO ORD                                     Machinery                        177.53            0.04%
LANE G.MARZOTTO RISP                            Textiles & Apparel                    117.26            0.03%
DANIELI & CO RNC                                     Machinery                        91.25             0.02%
</TABLE>

                                      A-21
<PAGE>

                                                                   APPENDIX A-13

                    MSCI JAPAN INDEX AS OF NOVEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                        Industry                  (Millions of US$)        (%)
----------------                                        --------                  -----------------        ---
<S>                                      <C>                                         <C>                  <C>
TOYOTA MOTOR CORP                                      Automobiles                   133,481.83           6.18%
NTT CORP                                 Diversified Telecommunication Services      111,278.06           5.15%
SONY CORP                                          Household Durables                 68,836.74           3.18%
MIZUHO HOLDINGS                                           Banks                       59,585.63           2.76%
TAKEDA CHEMICAL IND                                  Pharmaceuticals                  55,070.24           2.55%
MATSUSHITA ELECT IND'L                             Household Durables                 52,188.49           2.41%
BANK TOKYO-MITSUBISHI                                     Banks                       50,563.71           2.34%
NOMURA SECURITIES CO                             Diversified Financials               41,288.53           1.91%
CANON INC                                          Office Electronics                 34,381.91           1.59%
HONDA MOTOR CO                                         Automobiles                    34,129.78           1.58%
MURATA MANUFACTURING CO                    Semiconductor Equipment & Products         32,289.45           1.49%
TOKYO ELECTRIC POWER CO                            Electric Utilities                 31,997.40           1.48%
HITACHI                                    Electronic Equipment & Instruments         31,850.07           1.47%
FUJITSU                                          Computers & Peripherals              31,375.40           1.45%
SUMITOMO BANK                                             Banks                       31,332.64           1.45%
NEC CORP                                         Computers & Peripherals              30,715.86           1.42%
ROHM CO                                    Semiconductor Equipment & Products         28,588.95           1.32%
KYOCERA CORP                               Electronic Equipment & Instruments         24,911.86           1.15%
NISSAN MOTOR CO                                        Automobiles                    24,307.18           1.12%
SAKURA BANK                                               Banks                       23,787.59           1.10%
EAST JAPAN RAILWAY CO                                  Road & Rail                    23,037.69           1.07%
TOSHIBA CORP                                     Computers & Peripherals              22,811.28           1.06%
NINTENDO CO                                   Leisure Equipment & Products            21,216.78           0.98%
ITO-YOKADO CO                                       Multiline Retail                  20,827.67           0.96%
FUJI PHOTO FILM CO                            Leisure Equipment & Products            20,719.72           0.96%
DENSO CORP                                           Auto Components                  20,427.27           0.95%
FANUC                                                   Machinery                     19,307.66           0.89%
KAO CORP                                           Household Products                 19,031.93           0.88%
SHIN-ETSU CHEMICAL CO                                   Chemicals                     18,809.09           0.87%
YAMANOUCHI PHARM.                                    Pharmaceuticals                  17,555.56           0.81%
TOKIO MARINE & FIRE                                     Insurance                     17,472.94           0.81%
SOFTBANK CORP                                 Internet Software & Services            17,273.36           0.80%
KANSAI ELECTRIC POWER CO                           Electric Utilities                 16,467.46           0.76%
SECOM CO                                      Comercial Services & Supplies           16,327.49           0.76%
FURUKAWA ELECTRIC CO                              Electrical Equipment                15,633.81           0.72%
MITSUBISHI HEAVY IND                                    Machinery                     14,737.46           0.68%
MITSUBISHI ESTATE CO                                   Real Estate                    14,601.54           0.68%
SANYO ELECTRIC CO                                  Household Durables                 14,586.49           0.67%
CENTRAL JAPAN RAILWAY CO                               Road & Rail                    14,559.24           0.67%
DAIWA SECURITIES GROUP                           Diversified Financials               14,005.60           0.65%
MITSUBISHI ELECTRIC CORP                          Electrical Equipment                13,936.69           0.64%
SHARP CORP                                         Household Durables                 13,424.49           0.62%
SUMITOMO ELECTRIC IND                             Electrical Equipment                12,820.43           0.59%
JAPAN TOBACCO                                            Tobacco                      12,764.61           0.59%
TOKYO ELECTRON                             Semiconductor Equipment & Products         12,528.96           0.58%
NIPPON STEEL CORP                                    Metals & Mining                  12,043.95           0.56%
MITSUBISHI CORP                             Trading Companies & Distributors          11,996.97           0.56%
ADVANTEST CORP                             Semiconductor Equipment & Products         11,721.58           0.54%
</TABLE>

                                      A-22
<PAGE>

<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                        Industry                  (Millions of US$)        (%)
----------------                                        --------                  -----------------        ---
<S>                                      <C>                                         <C>                  <C>
ASAHI GLASS CO                                      Building Products                 11,542.89           0.53%
DAI NIPPON PRINTING CO                        Comercial Services & Supplies           11,065.68           0.51%
ACOM CO                                          Diversified Financials               10,986.50           0.51%
BRIDGESTONE CORP                                     Auto Components                  10,713.57           0.50%
SMC CORP                                                Machinery                     10,352.06           0.48%
TOKAI BANK                                                Banks                       10,246.09           0.47%
EISAI CO                                             Pharmaceuticals                  10,169.39           0.47%
MITSUI & CO                                 Trading Companies & Distributors          9,835.86            0.46%
SANKYO CO                                            Pharmaceuticals                  9,833.50            0.45%
HOYA CORP                                   Health Care Equipment & Supplies          9,644.24            0.45%
ASAHI BANK                                                Banks                       9,568.38            0.44%
MITSUBISHI TRUST                                 Diversified Financials               9,522.59            0.44%
MITSUI FUDOSAN CO                                      Real Estate                    9,425.77            0.44%
KIRIN BREWERY CO                                        Beverages                     9,420.30            0.44%
PROMISE CO                                       Diversified Financials               9,123.73            0.42%
ASAHI CHEMICAL IND CO                                   Chemicals                     9,024.90            0.42%
YAMATO TRANSPORT CO                              Air Freight & Couriers               8,944.84            0.41%
TAISHO PHARMACEUTICAL CO                             Pharmaceuticals                  8,880.02            0.41%
TAKEFUJI CORP                                    Diversified Financials               8,749.28            0.40%
SUMITOMO CORP                               Trading Companies & Distributors          8,427.30            0.39%
NIPPON MITSUBISHI OIL                                   Oil & Gas                     8,077.68            0.37%
TOKYO GAS CO                                          Gas Utilities                   7,914.45            0.37%
AJINOMOTO CO                                          Food Products                   7,856.07            0.36%
ORIX CORP                                        Diversified Financials               7,801.57            0.36%
JAPAN AIRLINES CO                                       Airlines                      7,659.79            0.35%
KONAMI CO                                               Software                      7,649.20            0.35%
DAIICHI PHARMACEUTICAL                               Pharmaceuticals                  7,443.36            0.34%
JUSCO CO                                            Multiline Retail                  7,311.85            0.34%
SUMITOMO CHEMICAL CO                                    Chemicals                     7,188.63            0.33%
SHIZUOKA BANK                                             Banks                       7,181.26            0.33%
SHIONOGI & CO                                        Pharmaceuticals                  7,068.68            0.33%
ORIENTAL LAND CO                              Hotels Restaurants & Leisure            6,950.47            0.32%
SEKISUI HOUSE                                      Household Durables                 6,929.68            0.32%
KINKI NIPPON RAILWAY CO                                Road & Rail                    6,865.90            0.32%
OSAKA GAS CO                                          Gas Utilities                   6,733.87            0.31%
NIPPON EXPRESS CO                                      Road & Rail                    6,730.43            0.31%
ITOCHU CORP                                 Trading Companies & Distributors          6,626.72            0.31%
TOHOKU ELECTRIC POWER CO                           Electric Utilities                 6,473.57            0.30%
NIPPON SHEET GLASS CO                               Building Products                 6,171.84            0.29%
MITSUBISHI CHEMICAL CORP                                Chemicals                     6,094.15            0.28%
TOPPAN PRINTING CO                                        Media                       6,086.50            0.28%
TOKYU CORP                                             Road & Rail                    5,879.67            0.27%
OMRON CORP                                 Electronic Equipment & Instruments         5,814.11            0.27%
PIONEER CORP                                       Household Durables                 5,748.53            0.27%
DAIKIN INDUSTRIES                                       Machinery                     5,715.65            0.26%
OJI PAPER CO                                     Containers & Packaging               5,699.81            0.26%
TORAY INDUSTRIES                                        Chemicals                     5,604.66            0.26%
NITTO DENKO CORP                                  Electrical Equipment                5,549.52            0.26%
SHISEIDO CO                                         Personal Products                 5,504.17            0.25%
NIPPON PAPER IND CO                              Paper & Forest Products              5,343.75            0.25%
NIKON CORP                                 Semiconductor Equipment & Products         5,313.06            0.25%
ASAHI BREWERIES                                         Beverages                     5,295.73            0.24%
NIPPON YUSEN K.K                                         Marine                       5,224.20            0.24%
</TABLE>

                                      A-23
<PAGE>

<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                        Industry                  (Millions of US$)        (%)
----------------                                        --------                  -----------------        ---
<S>                                      <C>                                         <C>                  <C>
BANK YOKOHAMA                                             Banks                       5,077.68            0.23%
KUBOTA CORP                                             Machinery                     5,027.07            0.23%
HIROSE ELECTRIC CO                         Electronic Equipment & Instruments         4,838.55            0.22%
KOMATSU                                                 Machinery                     4,795.69            0.22%
MARUI CO                                            Multiline Retail                  4,752.39            0.22%
TAIYO YUDEN CO                             Electronic Equipment & Instruments         4,743.69            0.22%
MITSUI MINING & SMELTING                             Metals & Mining                  4,730.97            0.22%
SUMITOMO MARINE & FIRE                                  Insurance                     4,527.41            0.21%
TAKARA SHUZO CO                                         Beverages                     4,499.27            0.21%
CHUGAI PHARMACEUTICAL CO                             Pharmaceuticals                  4,458.75            0.21%
MITSUI MARINE & FIRE                                    Insurance                     4,449.99            0.21%
NGK INSULATORS                                          Machinery                     4,411.36            0.20%
TEIJIN                                                  Chemicals                     4,212.01            0.19%
TERUMO CORP                                 Health Care Equipment & Supplies          4,178.50            0.19%
MINEBEA CO                                              Machinery                     4,086.26            0.19%
NSK                                                     Machinery                     3,950.69            0.18%
ALPS ELECTRIC CO                           Electronic Equipment & Instruments         3,931.86            0.18%
OLYMPUS OPTICAL CO                          Health Care Equipment & Supplies          3,891.58            0.18%
KAWASAKI STEEL CORP                                  Metals & Mining                  3,874.57            0.18%
TOYO SEIKAN KAISHA                               Containers & Packaging               3,825.90            0.18%
EBARA CORP                                              Machinery                     3,797.71            0.18%
FUJI TELEVISION NETWORK                                   Media                       3,796.69            0.18%
DAIWA BANK                                                Banks                       3,780.50            0.17%
NIDEC CORP                                 Electronic Equipment & Instruments         3,752.73            0.17%
NGK SPARK PLUG CO                                    Auto Components                  3,736.72            0.17%
MARUBENI CORP                               Trading Companies & Distributors          3,560.56            0.16%
CREDIT SAISON CO                                 Diversified Financials               3,503.33            0.16%
KYOWA HAKKO KOGYO CO                                 Pharmaceuticals                  3,481.00            0.16%
TOSTEM CORP                                         Building Products                 3,406.24            0.16%
OBAYASHI CORP                                  Construction & Engineering             3,403.36            0.16%
BENESSE CORP                                  Comercial Services & Supplies           3,350.68            0.16%
NISSIN FOOD PRODUCTS CO                               Food Products                   3,331.13            0.15%
DAIWA HOUSE IND CO                                 Household Durables                 3,320.00            0.15%
UNI-CHARM CORP                                     Household Products                 3,205.04            0.15%
FUJIKURA                                          Electrical Equipment                3,197.66            0.15%
KURARAY CO                                              Chemicals                     3,190.09            0.15%
MITSUBISHI MATERIALS                                 Metals & Mining                  3,167.11            0.15%
NIPPON MEAT PACKERS                                   Food Products                   3,134.61            0.15%
SKYLARK CO                                    Hotels Restaurants & Leisure            3,062.91            0.14%
ISHIKAWAJIMA-HARIMA                                     Machinery                     3,047.70            0.14%
KONICA CORP                                   Leisure Equipment & Products            3,018.80            0.14%
KANEKA CORP                                             Chemicals                     2,986.10            0.14%
JOYO BANK                                                 Banks                       2,923.75            0.14%
SUMITOMO METAL MINING CO                             Metals & Mining                  2,860.01            0.13%
NIPPON COMSYS CORP                             Construction & Engineering             2,835.57            0.13%
KAJIMA CORP                                    Construction & Engineering             2,776.98            0.13%
AMADA CO                                                Machinery                     2,765.46            0.13%
BANK FUKUOKA                                              Banks                       2,750.43            0.13%
DAINIPPON INK                                           Chemicals                     2,676.90            0.12%
SHIMAMURA CO                                        Specialty Retail                  2,665.89            0.12%
TOTO                                                Building Products                 2,663.95            0.12%
GUNMA BANK                                                Banks                       2,660.21            0.12%
SHIMANO                                       Leisure Equipment & Products            2,620.03            0.12%
</TABLE>

                                      A-24
<PAGE>

<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                        Industry                  (Millions of US$)        (%)
----------------                                        --------                  -----------------        ---
<S>                                      <C>                                         <C>                  <C>
TBS TOKYO BROADCASTING                                    Media                       2,589.50            0.12%
CHUO MITSUI TRUST & BANK                         Diversified Financials               2,583.25            0.12%
TOHO CO                                                   Media                       2,531.68            0.12%
SEVENTY-SEVEN BANK                                        Banks                       2,515.40            0.12%
CITIZEN WATCH CO                                   Textiles & Apparel                 2,508.74            0.12%
UNY CO                                              Multiline Retail                  2,505.14            0.12%
TOBU RAILWAY CO                                        Road & Rail                    2,495.98            0.12%
CASIO COMPUTER CO                                  Household Durables                 2,476.13            0.11%
TOYO INFORMATION SYSTEMS                        IT Consulting & Services              2,456.27            0.11%
SHIMIZU CORP                                   Construction & Engineering             2,420.18            0.11%
JAPAN ENERGY CORP                                       Oil & Gas                     2,399.68            0.11%
SUMITOMO METAL IND                                   Metals & Mining                  2,328.06            0.11%
MEIJI SEIKA KAISHA                                    Food Products                   2,299.15            0.11%
NISSHIN FLOUR MILLING CO                              Food Products                   2,247.72            0.10%
DAITO TRUST CONSTRUCTION                       Construction & Engineering             2,243.85            0.10%
TAKASHIMAYA CO                                      Multiline Retail                  2,200.23            0.10%
FUJI SOFT ABC                                           Software                      2,114.14            0.10%
MITSUBISHI RAYON CO                                     Chemicals                     2,103.92            0.10%
YAMAHA CORP                                   Leisure Equipment & Products            2,097.39            0.10%
KEIHIN ELECTRIC EXPRESS                                Road & Rail                    2,083.04            0.10%
ISETAN CO                                           Multiline Retail                  2,051.94            0.09%
YOKOGAWA ELECTRIC CORP                     Electronic Equipment & Instruments         2,051.53            0.09%
KURITA WATER INDUSTRIES                        Construction & Engineering             2,014.03            0.09%
YAKULT HONSHA CO                                      Food Products                   2,011.99            0.09%
MITSUKOSHI                                          Multiline Retail                  1,936.66            0.09%
UBE INDUSTRIES                                  Industrial Conglomerates              1,913.59            0.09%
SHOWA SHELL SEKIYU K.K                                  Oil & Gas                     1,871.07            0.09%
KOKUYO CO                                     Comercial Services & Supplies           1,861.07            0.09%
TOSOH CORP                                              Chemicals                     1,845.13            0.09%
KAWASAKI HEAVY IND                                      Machinery                     1,795.13            0.08%
SUMITOMO OSAKA CEMENT CO                         Construction Materials               1,786.51            0.08%
MITSUBISHI GAS CHEMICAL                                 Chemicals                     1,780.72            0.08%
SEKISUI CHEMICAL CO                                Household Durables                 1,730.39            0.08%
DENKI KAGAKU KOGYO K.K                                  Chemicals                     1,721.14            0.08%
SEGA CORP                                          Household Durables                 1,719.82            0.08%
WORLD CO                                           Textiles & Apparel                 1,710.51            0.08%
TODA CORP                                      Construction & Engineering             1,657.33            0.08%
JGC CORP                                       Construction & Engineering             1,624.35            0.08%
TRANS COSMOS                                  Comercial Services & Supplies           1,604.25            0.07%
KINDEN CORP                                       Electrical Equipment                1,602.03            0.07%
TAIHEIYO CEMENT CORP                             Construction Materials               1,578.47            0.07%
YAMAZAKI BAKING CO                                    Food Products                   1,576.92            0.07%
MITSUBISHI LOGISTICS                                     Marine                       1,575.37            0.07%
KIKKOMAN CORP                                         Food Products                   1,570.14            0.07%
TAISEI CORP                                    Construction & Engineering             1,559.01            0.07%
NICHIREI CORP                                         Food Products                   1,523.74            0.07%
HOUSE FOODS(HOUSE FD IND                              Food Products                   1,506.49            0.07%
MEITEC CORP                                     IT Consulting & Services              1,468.38            0.07%
TEIKOKU OIL CO                                          Oil & Gas                     1,459.14            0.07%
TOYOBO CO                                          Textiles & Apparel                 1,447.19            0.07%
COSMO OIL CO                                            Oil & Gas                     1,442.76            0.07%
HOKURIKU BANK                                             Banks                       1,436.95            0.07%
DAIEI                                               Multiline Retail                  1,417.41            0.07%
</TABLE>

                                      A-25
<PAGE>

<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                        Industry                  (Millions of US$)        (%)
----------------                                        --------                  -----------------        ---
<S>                                      <C>                                         <C>                  <C>
KATOKICHI CO                                          Food Products                   1,412.87            0.07%
KOYO SEIKO CO                                           Machinery                     1,404.35            0.06%
KANEBO                                              Personal Products                 1,402.74            0.06%
NTN CORP                                                Machinery                     1,383.63            0.06%
NAMCO                                         Hotels Restaurants & Leisure            1,381.98            0.06%
WACOAL CORP                                        Textiles & Apparel                 1,372.60            0.06%
CSK CORP                                        IT Consulting & Services              1,355.42            0.06%
MEIJI MILK PRODUCTS CO                                Food Products                   1,322.90            0.06%
ASATSU-DK                                                 Media                       1,310.32            0.06%
KAMIGUMI CO                                              Marine                       1,302.35            0.06%
MAKITA CORP                                       Electrical Equipment                1,254.35            0.06%
FUJI MACHINE MFG CO                                     Machinery                     1,238.50            0.06%
SHOWA DENKO K.K                                         Chemicals                     1,237.20            0.06%
KYOWA EXEO CORP                                Construction & Engineering             1,224.15            0.06%
KOMORI CORP                                             Machinery                     1,220.82            0.06%
ONWARD KASHIYAMA CO                                Textiles & Apparel                 1,191.38            0.06%
DAICEL CHEMICAL IND                                     Chemicals                     1,166.59            0.05%
ASHIKAGA BANK                                             Banks                       1,145.50            0.05%
SANRIO CO                                          Household Durables                 1,134.48            0.05%
SUMITOMO HEAVY IND                                      Machinery                     1,116.01            0.05%
SNOW BRAND MILK PRODUCTS                              Food Products                   1,106.14            0.05%
SUMITOMO FORESTRY CO                             Paper & Forest Products              1,090.69            0.05%
INAX CORP                                           Building Products                 1,081.64            0.05%
NISSHINBO INDUSTRIES                               Textiles & Apparel                 1,079.98            0.05%
MORI SEIKI CO                                           Machinery                     1,060.63            0.05%
SAPPORO BREWERIES                                       Beverages                     1,039.98            0.05%
KAWASAKI KISEN KAISHA                                    Marine                        991.67             0.05%
SEIYU                                               Multiline Retail                   966.87             0.04%
NISHIMATSU CONSTRUCTION                        Construction & Engineering              966.04             0.04%
DAINIPPON SCREEN MFG CO                    Electronic Equipment & Instruments          965.52             0.04%
TOKYO STYLE CO                                     Textiles & Apparel                  930.91             0.04%
GUNZE                                              Textiles & Apparel                  929.86             0.04%
HITACHI ZOSEN CORP                                      Machinery                      922.77             0.04%
MITSUI ENGINEERING&SHIP.                                Machinery                      922.69             0.04%
AUTOBACS SEVEN CO                                   Specialty Retail                   913.55             0.04%
NORITAKE CO                                        Household Durables                  901.01             0.04%
NIPPON SHOKUBAI CO                                      Chemicals                      844.44             0.04%
AMANO CORP                                    Comercial Services & Supplies            802.53             0.04%
OKUMURA CORP                                   Construction & Engineering              783.41             0.04%
DAIFUKU CO                                              Machinery                      760.37             0.04%
HANKYU DEPARTMENT STORES                            Multiline Retail                   752.89             0.03%
DAIMARU                                             Multiline Retail                   735.90             0.03%
MYCAL CORP                                          Multiline Retail                   725.22             0.03%
SEINO TRANSPORTATION CO                                Road & Rail                     698.51             0.03%
SANDEN CORP                                          Auto Components                   692.55             0.03%
SHIMACHU CO                                         Specialty Retail                   691.68             0.03%
TAKUMA CO                                               Machinery                      674.49             0.03%
MITSUBISHI PAPER MILLS                           Paper & Forest Products               641.72             0.03%
TOKYO DOME CORP                               Hotels Restaurants & Leisure             631.66             0.03%
TOEI CO                                                   Media                        627.95             0.03%
TSUBAKIMOTO CHAIN CO                                    Machinery                      606.49             0.03%
KADOKAWA SHOTEN PUBLISH.                                  Media                        591.94             0.03%
ISHIHARA SANGYO KAISHA                                  Chemicals                      587.47             0.03%
</TABLE>

                                      A-26
<PAGE>

<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                        Industry                  (Millions of US$)        (%)
----------------                                        --------                  -----------------        ---
<S>                                      <C>                                         <C>                  <C>
MAKINO MILLING MACHINE                                  Machinery                      565.62             0.03%
SANWA SHUTTER CORP                                  Building Products                  540.22             0.02%
ORIENT CORP                                      Diversified Financials                518.23             0.02%
NOF CORP                                                Chemicals                      517.14             0.02%
KUREHA CHEMICAL IND CO                                  Chemicals                      507.16             0.02%
AOYAMA TRADING CO                                   Specialty Retail                   495.46             0.02%
OKUMA CORP                                              Machinery                      484.68             0.02%
KAKEN PHARMACEUTICAL CO                              Pharmaceuticals                   482.30             0.02%
NIPPON LIGHT METAL CO                                Metals & Mining                   461.07             0.02%
PENTA-OCEAN CONSTRUCTION                       Construction & Engineering              453.49             0.02%
NIPPON SUISAN KAISHA                                  Food Products                    450.91             0.02%
MAEDA ROAD CONSTRUCTION                        Construction & Engineering              428.57             0.02%
DAIWA KOSHO LEASE CO                                   Real Estate                     424.72             0.02%
HASEKO CORP                                    Construction & Engineering              418.69             0.02%
NIPPON SHINPAN CO                                Diversified Financials                416.01             0.02%
SHO-BOND CORP                                  Construction & Engineering              377.00             0.02%
JAPAN STEEL WORKS                                       Machinery                      372.22             0.02%
NICHIEI CO (8577)                                Diversified Financials                357.76             0.02%
OYO CORP                                      Comercial Services & Supplies            355.07             0.02%
DAIKYO                                                 Real Estate                     294.43             0.01%
</TABLE>

                                      A-27
<PAGE>

                                                                   APPENDIX A-14

               MSCI MALAYSIA (FREE) INDEX AS OF NOVEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                        Industry                  (Millions of US$)        (%)
----------------                                        --------                  -----------------        ---
<S>                                      <C>                                          <C>                <C>
TENAGA NASIONAL                                    Electric Utilities                 10,381.30          14.89%
TELEKOM MALAYSIA                         Diversified Telecommunication Services       10,071.72          14.44%
MALAYAN BANKING                                           Banks                       8,627.12           12.37%
MALAYSIA INT'L SHIP FGN                                  Marine                       3,279.32            4.70%
BRITISH AMER TOBACCO MY                                  Tobacco                      2,874.08            4.12%
SIME DARBY                                      Industrial Conglomerates              2,864.60            4.11%
COMMERCE ASSET-HOLDING                                    Banks                       2,329.15            3.34%
YTL CORP                                           Electric Utilities                 1,799.58            2.58%
RESORTS WORLD                                 Hotels Restaurants & Leisure            1,666.50            2.39%
PUBLIC BANK FGN                                           Banks                       1,651.44            2.37%
RHB CAPITAL                                               Banks                       1,449.18            2.08%
NESTLE (MALAYSIA)                                     Food Products                   1,197.18            1.72%
MALAYSIAN PACIFIC IND                      Semiconductor Equipment & Products         1,176.41            1.69%
GOLDEN HOPE PLANTATIONS                               Food Products                    928.74             1.33%
MALAYAN CEMENT                                   Construction Materials                913.79             1.31%
AMMB HOLDINGS                                    Diversified Financials                881.26             1.26%
KUALA LUMPUR KEPONG                                   Food Products                    862.52             1.24%
UNITED ENGINEERS (MAL)                         Construction & Engineering              833.90             1.20%
MALAYSIAN AIRLINE SYSTEM                                Airlines                       774.05             1.11%
GAMUDA                                         Construction & Engineering              735.21             1.05%
BERJAYA SPORTS TOTO                           Hotels Restaurants & Leisure             675.76             0.97%
MAGNUM CORP                                   Hotels Restaurants & Leisure             636.38             0.91%
PROTON                                                 Automobiles                     631.26             0.91%
ORIENTAL HOLDINGS                                      Automobiles                     582.45             0.84%
IOI CORP                                              Food Products                    580.78             0.83%
TIME ENGINEERING                                Industrial Conglomerates               571.59             0.82%
TECHNOLOGY RESOURCES IND                 Diversified Telecommunication Services        554.26             0.79%
MALAYSIAN RESOURCES CORP                        Industrial Conglomerates               474.70             0.68%
MALAYSIA MINING CORP                                 Metals & Mining                   473.08             0.68%
UNISEM (MALAYSIA)                          Semiconductor Equipment & Products          444.05             0.64%
EDARAN OTOMOBIL NASIONAL                            Specialty Retail                   429.85             0.62%
STAR PUBLICATIONS (MAL)                                   Media                        419.49             0.60%
PETRONAS DAGANGAN                                       Oil & Gas                      392.15             0.56%
PPB GROUP (PERLIS PLANTA                              Food Products                    377.65             0.54%
HIGHLANDS & LOWLANDS                                  Food Products                    373.73             0.54%
UMW HOLDINGS                                         Auto Components                   360.11             0.52%
MALAYSIAN OXYGEN                                        Chemicals                      358.78             0.51%
ROAD BUILDER (MAL) HLDGS                       Construction & Engineering              337.36             0.48%
TA ENTERPRISE                                    Diversified Financials                314.64             0.45%
IJM CORP                                       Construction & Engineering              314.35             0.45%
PUNCAK NIAGA HOLDINGS                                Water Utilities                   268.26             0.38%
JAYA TIASA HOLDINGS                              Paper & Forest Products               267.66             0.38%
NEW STRAITS TIMES PRESS                                   Media                        267.06             0.38%
GUINNESS ANCHOR                                         Beverages                      260.76             0.37%
WTK HOLDINGS                                     Paper & Forest Products               258.71             0.37%
JT INTERNATIONAL                                         Tobacco                       256.03             0.37%
SP SETIA                                               Real Estate                     250.40             0.36%
</TABLE>

                                      A-28
<PAGE>

<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                        Industry                  (Millions of US$)        (%)
----------------                                        --------                  -----------------        ---
<S>                                      <C>                                         <C>                  <C>
HUME INDUSTRIES MALAYSIA                            Building Products                  232.19             0.33%
TAN CHONG MOTOR HOLDINGS                               Automobiles                     221.05             0.32%
RASHID HUSSAIN                                            Banks                        219.54             0.31%
MALAYAN UNITED IND                               Diversified Financials                214.48             0.31%
MULTI-PURPOSE HOLDINGS                           Diversified Financials                168.65             0.24%
SELANGOR PROPERTIES                                    Real Estate                     168.19             0.24%
IGB CORP                                               Real Estate                     162.56             0.23%
HONG LEONG PROPERTIES                                  Real Estate                     158.52             0.23%
MALAYSIAN MOSAICS                           Trading Companies & Distributors           148.31             0.21%
MULPHA INTERNATIONAL                             Diversified Financials                146.78             0.21%
PAN MALAYSIA CORP                                Construction Materials                144.01             0.21%
FACB RESORTS                                           Real Estate                     134.83             0.19%
EKRAN                                                  Real Estate                     121.80             0.17%
KIAN JOO CAN FACTORY                             Containers & Packaging                105.98             0.15%
SUNWAY HOLDINGS                                Construction & Engineering              103.91             0.15%
ACP INDUSTRIES                                      Building Products                  100.11             0.14%
AMSTEEL CORP                                    Industrial Conglomerates                99.44             0.14%
METROPLEX                                     Hotels Restaurants & Leisure              92.30             0.13%
LAND & GENERAL                                  Industrial Conglomerates                91.54             0.13%
LEADER UNIVERSAL HLDGS                            Electrical Equipment                  79.25             0.11%
PILECON ENGINEERING                            Construction & Engineering               73.62             0.11%
LANDMARKS                                     Hotels Restaurants & Leisure              69.57             0.10%
ANTAH HOLDINGS                                  Industrial Conglomerates                63.38             0.09%
MALAYAWATA STEEL                                     Metals & Mining                    58.35             0.08%
JOHAN HOLDINGS                              Trading Companies & Distributors            53.33             0.08%
MBF CAPITAL                                      Diversified Financials                 48.38             0.07%
MYCOM                                                  Real Estate                      21.70             0.03%
</TABLE>

                                      A-29
<PAGE>

                                                                   APPENDIX A-15

                MSCI MEXICO (FREE) INDEX AS OF NOVEMBER 30, 2000

<TABLE>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                         Industry                 (Millions of US$)        (%)
----------------                                         --------                 -----------------        ---
<S>                                       <C>                                         <C>                <C>
TELEFONOS MEXICO L                        Diversified Telecommunication Services      34,957.48          35.30%
WALMART MEXICO V                                     Multiline Retail                 8,474.17            8.56%
GRUPO MODELO C                                          Beverages                     7,774.78            7.85%
GRUPO TELEVISA CPO                                        Media                       7,158.14            7.23%
BANACCI O                                                 Banks                       6,518.92            6.58%
CEMEX CPO (NEW)                                   Construction Materials              6,099.76            6.16%
GRUPO F. BBVA BANCOMER O                                  Banks                       5,271.66            5.32%
FEMSA UNIT                                              Beverages                     3,678.01            3.71%
KIMBERLY-CLARK MEXICO A                          Paper & Forest Products              3,196.73            3.23%
GRUPO CARSO                                      Industrial Conglomerates             2,439.79            2.46%
SAVIA A                                               Biotechnology                   2,162.81            2.18%
GRUPO BIMBO A                                         Food Products                   2,034.80            2.05%
GRUPO MEXICO B (NEW)                                 Metals & Mining                  1,741.23            1.76%
GRUPO ELEKTRA CPO                                    Specialty Retail                 1,218.97            1.23%
WALMART MEXICO C                                     Multiline Retail                 1,136.60            1.15%
CONTROLADORA COM MEX UBC                             Multiline Retail                 1,031.98            1.04%
ALFA                                             Industrial Conglomerates              924.43             0.93%
TUBOS ACERO DE MEXICO                          Energy Equipment & Services             911.04             0.92%
GRUPO CONTINENTAL                                       Beverages                      840.90             0.85%
DESC B                                           Industrial Conglomerates              581.37             0.59%
INDUSTRIAS PENOLES CP                                Metals & Mining                   358.33             0.36%
VITRO A                                           Containers & Packaging               277.69             0.28%
GRUPO IND'L MASECA B2                                 Food Products                    234.16             0.24%
</TABLE>

                                      A-30
<PAGE>

                                                                   APPENDIX A-16

                 MSCI NETHERLANDS INDEX AS OF NOVEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                        Industry                  (Millions of US$)        (%)
----------------                                        --------                  -----------------        ---
<S>                                              <C>                                 <C>                 <C>
ROYAL DUTCH PETROLEUM CO                                Oil & Gas                    128,609.44          26.53%
ING GROEP                                        Diversified Financials               70,436.83          14.53%
AEGON                                                   Insurance                     55,609.66          11.47%
PHILIPS ELECTRS (KON.)                             Household Durables                 42,478.31           8.76%
UNILEVER NV CERT                                      Food Products                   35,276.78           7.28%
ABN AMRO HOLDING                                          Banks                       31,506.17           6.50%
AHOLD (KON.)                                      Food & Drug Retailing               24,947.46           5.15%
HEINEKEN NV                                             Beverages                     16,938.08           3.49%
KPN (KON.)                               Diversified Telecommunication Services       16,218.18           3.35%
AKZO NOBEL                                              Chemicals                     13,576.46           2.80%
TNT POST GROEP                                   Air Freight & Couriers               11,453.55           2.36%
ASM LITHOGRAPHY HOLDING                    Semiconductor Equipment & Products         8,781.49            1.81%
ELSEVIER                                                  Media                       8,459.24            1.75%
WOLTERS KLUWER                                            Media                       6,867.43            1.42%
BUHRMANN                                      Comercial Services & Supplies           2,539.58            0.52%
HAGEMEYER                                             Distributors                    2,339.74            0.48%
GETRONICS                                       IT Consulting & Services              1,764.99            0.36%
OCE                                                Office Electronics                 1,331.08            0.27%
IHC CALAND                                              Machinery                     1,288.10            0.27%
VEDIOR                                        Comercial Services & Supplies           1,166.16            0.24%
VOPAK (KON.)                                             Marine                       1,069.02            0.22%
KLM                                                     Airlines                       886.27             0.18%
NEDLLOYD (KON.)                                          Marine                        467.43             0.10%
STORK (VER MACHINE.)                                    Machinery                      353.10             0.07%
HOLLANDSCHE BETON GROEP                        Construction & Engineering              315.96             0.07%
</TABLE>

                                      A-31
<PAGE>

                                                                   APPENDIX A-17

                   MSCI PORTUGAL INDEX AS OF NOVEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                       Industry                   (Millions of US$)        (%)
----------------                                       --------                   -----------------        ---
<S>                                     <C>                                           <C>                <C>
BCP BANCO COMERCIAL NOM                                  Banks                        10,208.06          23.53%
EDP ELECTRICIDADE PORT                            Electric Utilities                  9,132.29           21.05%
PORTUGAL TELECOM                        Diversified Telecommunication Services        8,550.92           19.71%
BANCO ESPIRITO SANTO                                     Banks                        3,109.43            7.17%
CIMPOR CIMENTOS DE PORT                         Construction Materials                3,100.37            7.15%
SONAE SGPS                                     Industrial Conglomerates               2,675.32            6.17%
BRISA AUTO-ESTRADAS PORT                     Transportation Infrastructure            2,512.26            5.79%
BPI SGPS NOM                                    Diversified Financials                2,034.50            4.69%
JERONIMO MARTINS SGPS                            Food & Drug Retailing                1,063.92            2.45%
PORTUCEL INDUSTRIAL                             Paper & Forest Products                530.13             1.22%
CORTICEIRA AMORIM                               Containers & Packaging                 135.46             0.31%
INAPA                                           Paper & Forest Products                132.66             0.31%
EFACEC CAPITAL SGPS                              Electrical Equipment                   75.73             0.17%
CIN CORP IND'L DO NORTE                                Chemicals                        71.82             0.17%
SOARES DA COSTA                               Construction & Engineering                58.50             0.13%
</TABLE>

                                      A-32
<PAGE>

                                                                   APPENDIX A-18

               MSCI SINGAPORE (FREE) INDEX AS OF NOVEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                        Industry                  (Millions of US$)        (%)
----------------                                        --------                  -----------------        ---
<S>                                      <C>                                          <C>                <C>
DBS GROUP HOLDINGS                                       Banks                        14,823.91          16.61%
SINGAPORE AIRLINES                                      Airlines                      11,802.47          13.22%
SINGAPORE TELECOM                        Diversified Telecommunication Services       10,270.86          11.51%
OCBC BANK                                                Banks                        8,647.95            9.69%
UNITED OVERSEAS BANK                                     Banks                        7,560.19            8.47%
SINGAPORE PRESS HLDG                                     Media                        5,710.13            6.40%
SINGAPORE TECH ENGR.                              Aerospace & Defense                 4,261.66            4.78%
CHARTERED SEMICONDUCTOR                    Semiconductor Equipment & Products         3,677.53            4.12%
CITY DEVELOPMENTS                                     Real Estate                     3,653.46            4.09%
CAPITALAND                                            Real Estate                     3,214.86            3.60%
NATSTEEL ELECTRONICS                            Computers & Peripherals               1,943.58            2.18%
VENTURE MANUFACTURING                      Electronic Equipment & Instruments         1,879.88            2.11%
SEMBCORP INDUSTRIES                             Industrial Conglomerates              1,482.13            1.66%
KEPPEL CORP                                      Diversified Financials               1,465.12            1.64%
FRASER & NEAVE                                         Beverages                      1,088.30            1.22%
CREATIVE TECHNOLOGY                             Computers & Peripherals                984.88             1.10%
NEPTUNE ORIENT LINES NOL                                 Marine                        925.09             1.04%
PARKWAY HOLDINGS                            Health Care Providers & Services           718.32             0.80%
OVERSEAS UNION ENT.                           Hotels Restaurants & Leisure             643.36             0.72%
UIC UNITED INDUSTRIAL                                 Real Estate                      632.20             0.71%
OMNI INDUSTRIES                            Electronic Equipment & Instruments          604.88             0.68%
UNITED OVERSEAS LAND                          Hotels Restaurants & Leisure             491.91             0.55%
CYCLE & CARRIAGE                                    Specialty Retail                   461.59             0.52%
WING TAI HOLDINGS                                     Real Estate                      452.85             0.51%
HOTEL PROPERTIES                              Hotels Restaurants & Leisure             392.37             0.44%
HAW PAR CORP                                    Industrial Conglomerates               362.27             0.41%
STRAITS TRADING                                       Real Estate                      345.43             0.39%
FIRST CAPITAL CORP                                    Real Estate                      285.78             0.32%
COMFORT GROUP                                         Road & Rail                      260.71             0.29%
SINGAPORE COMPUTER SYS                          IT Consulting & Services               200.82             0.23%
</TABLE>

                                      A-33
<PAGE>

                                                                   APPENDIX A-19

                 MSCI SOUTH AFRICA INDEX AS OF NOVEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                        Industry                  (Millions of US$)        (%)
----------------                                        --------                  -----------------        ---
<S>                                       <C>                                         <C>                <C>
DE BEERS CONS'D MINES                                Metals & Mining                  10,809.85          12.34%
ANGLO AMERICAN PLATINUM                              Metals & Mining                  8,698.44            9.93%
DIMENSION DATA HOLDINGS                         IT Consulting & Services              7,928.70            9.05%
FIRSTRAND                                                 Banks                       4,923.10            5.62%
NEDCOR                                                    Banks                       4,860.20            5.55%
SOUTH AFRICAN BREW. PLC                                 Beverages                     4,610.09            5.26%
SASOL                                                   Oil & Gas                     4,287.30            4.90%
M-CELL                                     Wireless Telecommunication Services        4,172.12            4.76%
IMPALA PLATINUM HOLDINGS                             Metals & Mining                  3,107.68            3.55%
REMGRO (REMBRANDT GROUP)                        Industrial Conglomerates              2,973.23            3.40%
SANLAM                                                  Insurance                     2,770.29            3.16%
ANGLOGOLD                                            Metals & Mining                  2,616.31            2.99%
INVESTEC GROUP                                   Diversified Financials               2,420.75            2.76%
LIBERTY GROUP                                           Insurance                     2,076.76            2.37%
ABSA GROUP                                                Banks                       2,018.16            2.30%
BIDVEST GROUP                                   Industrial Conglomerates              1,559.95            1.78%
SAPPI                                            Paper & Forest Products              1,528.46            1.75%
IMPERIAL HOLDINGS                                   Specialty Retail                  1,486.99            1.70%
GOLD FIELDS                                          Metals & Mining                  1,277.02            1.46%
TIGER BRANDS                                          Food Products                   1,176.57            1.34%
BARLOWORLD                                      Industrial Conglomerates              1,149.82            1.31%
CORONATION HOLDINGS N                            Diversified Financials               1,116.62            1.28%
BOE LTD                                          Diversified Financials               1,086.24            1.24%
PICK'N PAY STORES                                 Food & Drug Retailing                715.41             0.82%
METROPOLITAN LIFE                                       Insurance                      695.66             0.79%
NAMPAK                                           Containers & Packaging                690.76             0.79%
FEDSURE HOLDINGS                                        Insurance                      661.42             0.76%
MIH HOLDINGS                                  Internet Software & Services             652.95             0.75%
NASPERS N                                                 Media                        612.66             0.70%
JD GROUP                                            Specialty Retail                   491.02             0.56%
SHOPRITE HOLDINGS                                 Food & Drug Retailing                477.32             0.55%
TONGAAT-HULETT GROUP                                  Food Products                    449.13             0.51%
AFRICAN BANK INVESTMENTS                         Diversified Financials                417.85             0.48%
PROFURN                                             Specialty Retail                   401.47             0.46%
WOOLWORTHS HOLDINGS                                 Multiline Retail                   353.40             0.40%
ISCOR                                                Metals & Mining                   338.32             0.39%
COMPAREX HOLDINGS                               IT Consulting & Services               335.75             0.38%
REUNERT                                    Electronic Equipment & Instruments          316.18             0.36%
METRO CASH & CARRY                                Food & Drug Retailing                283.38             0.32%
FOSCHINI                                            Specialty Retail                   223.10             0.25%
WOOLTRU N                                           Multiline Retail                   208.05             0.24%
AFRICAN LIFE ASSURANCE                                  Insurance                      173.26             0.20%
PRIMEDIA N                                                Media                        153.27             0.18%
WOOLTRU                                             Multiline Retail                   150.22             0.17%
PEPKOR                                              Specialty Retail                   113.51             0.13%
</TABLE>

                                      A-34
<PAGE>

                                                                   APPENDIX A-20

                 MSCI SOUTH KOREA INDEX AS OF NOVEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                        Industry                  (Millions of US$)        (%)
----------------                                        --------                  -----------------        ---
<S>                                       <C>                                         <C>                <C>
SAMSUNG ELECTRONICS CO                      Semiconductor Equipment & Products        23,340.43          24.55%
SK TELECOM CO                              Wireless Telecommunication Services        17,896.55          18.82%
KEPCO KOREA ELECT. POWER                            Electric Utilities                12,111.55          12.74%
KOOKMIN BANK                                              Banks                       3,339.99            3.51%
HYUNDAI MOTOR CO                                       Automobiles                    3,158.19            3.32%
KOREA TELECOM CORP                        Diversified Telecommunication Services      3,082.19            3.24%
POSCO POHANG IRON &STEEL                             Metals & Mining                  2,889.26            3.04%
HOUSING &COMMERCIAL BANK                                  Banks                       2,332.89            2.45%
SHINHAN BANK                                              Banks                       2,299.97            2.42%
SAMSUNG ELECTRO-MECH. CO                    Electronic Equipment & Instruments        1,985.50            2.09%
SAMSUNG SDI CO                              Electronic Equipment & Instruments        1,798.28            1.89%
SAMSUNG SECURITIES CO                             Diversified Financials              1,320.74            1.39%
SAMSUNG FIRE & MARINE                                   Insurance                     1,286.30            1.35%
LG ELECTRONICS                                      Household Durables                1,237.71            1.30%
LG CHEMICAL                                             Chemicals                      983.92             1.03%
SAMSUNG HEAVY INDUSTRIES                                Machinery                      847.53             0.89%
SAMSUNG CORP                                 Trading Companies & Distributors          770.46             0.81%
LG INVESTMENTS & SEC                              Diversified Financials               743.78             0.78%
SHINSEGAE DEPT STORE CO                              Multiline Retail                  727.62             0.77%
CHEIL JEDANG CORP                                     Food Products                    709.99             0.75%
DAEWOO SECURITIES CO                              Diversified Financials               699.91             0.74%
HANA BANK                                                 Banks                        639.47             0.67%
HITE BREWERY CO                                         Beverages                      613.89             0.65%
KOREA EXCHANGE BANK                                       Banks                        555.67             0.58%
HYUNDAI SECURITIES CO                             Diversified Financials               511.93             0.54%
ANAM SEMICONDUCTOR                          Semiconductor Equipment & Products         416.92             0.44%
DAE DUCK ELECTRONICS CO                     Electronic Equipment & Instruments         409.60             0.43%
DAISHIN SECURITIES CO                             Diversified Financials               407.93             0.43%
KUMKANG KOREA CHEMICAL                              Building Products                  385.04             0.40%
HYUNDAI ENG. & CONSTR.                          Construction & Engineering             373.41             0.39%
SK GLOBAL                                    Trading Companies & Distributors          359.77             0.38%
S1 CORP                                       Comercial Services & Supplies            354.83             0.37%
KOREAN AIR LINES CO                                      Airlines                      322.38             0.34%
DOOSAN CORP                                             Beverages                      318.72             0.34%
DONGWON SECURITIES CO                             Diversified Financials               308.27             0.32%
LG CABLE & MACHINERY                               Electrical Equipment                302.00             0.32%
CHEIL COMMUNICATIONS                                      Media                        255.16             0.27%
DAUM COMMUNICATIONS CORP                       Internet Software & Services            253.34             0.27%
HYUNDAI MERCHANT MARINE                                   Marine                       247.61             0.26%
HANKOOK TIRE MFG CO                                  Auto Components                   245.27             0.26%
SEROME TECHNOLOGY                              Internet Software & Services            242.57             0.26%
KOREA INFO & COMMUNI. CO                      Comercial Services & Supplies            239.20             0.25%
DAELIM INDUSTRIAL CO                            Construction & Engineering             234.91             0.25%
TRI GEM COMPUTER                                 Computers & Peripherals               218.63             0.23%
CHEIL INDUSTRIAL                                        Chemicals                      213.08             0.22%
SAMSUNG FINE CHEMICAL                                   Chemicals                      201.65             0.21%
KTB NETWORK                                       Diversified Financials               200.96             0.21%
HANDYSOFT CORP                                           Software                      195.48             0.21%
</TABLE>

                                      A-35
<PAGE>

<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                        Industry                  (Millions of US$)        (%)
----------------                                        --------                  -----------------        ---
<S>                                       <C>                                         <C>                <C>
HANWHA CHEMICAL CORP                                    Chemicals                      181.95             0.19%
HYOSUNG  CORP                                           Chemicals                      180.35             0.19%
KOREA ZINC                                           Metals & Mining                   170.77             0.18%
HYUNDAI DEPT STORE(KEUMK                             Multiline Retail                  145.15             0.15%
HOTEL SHILLA CO                                Hotels Restaurants & Leisure            144.14             0.15%
HONAM PETROCHEMICAL                                     Chemicals                      142.85             0.15%
DAOU TECHNOLOGY                                Internet Software & Services            142.33             0.15%
SSANGYONG CEMENT IND'L                            Construction Materials               142.06             0.15%
HANJIN HEAVY INDUSTRIES                                 Machinery                      140.82             0.15%
HAANSOFT                                                 Software                      138.56             0.15%
HANSOL PAPER CO.                                 Paper & Forest Products               130.30             0.14%
KOREA GREEN CROSS CORP                               Pharmaceuticals                   129.05             0.14%
DONG-A PHARMACEUTICAL CO                             Pharmaceuticals                   109.70             0.12%
NAMHAE CHEMICAL CO                                      Chemicals                       97.51             0.10%
MEDISON CO                                   Health Care Equipment & Supplies           85.62             0.09%
DAESANG CORP                                          Food Products                     81.29             0.09%
SAM YANG                                            Textiles & Apparel                  80.60             0.08%
LG INSURANCE CO                                         Insurance                       75.03             0.08%
KUKDO CHEMICAL CO                                       Chemicals                       74.10             0.08%
ISU CHEMICAL CO                                         Chemicals                       46.05             0.05%
KOREA EXPRESS                                          Road & Rail                      45.85             0.05%
</TABLE>

                                      A-36
<PAGE>

                                                                   APPENDIX A-21

                    MSCI SPAIN INDEX AS OF NOVEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                        Industry                  (Millions of US$)        (%)
----------------                                        --------                  -----------------        ---
<S>                                      <C>                                          <C>                <C>
TELEFONICA                               Diversified Telecommunication Services       68,151.57          28.54%
BBVA                                                      Banks                       42,154.26          17.65%
BSCH BCO SANTANDER CENTR                                  Banks                       40,054.16          16.77%
REPSOL YPF                                              Oil & Gas                     19,952.86           8.36%
ENDESA                                             Electric Utilities                 17,133.36           7.18%
IBERDROLA                                          Electric Utilities                 10,790.98           4.52%
GAS NATURAL SDG                                       Gas Utilities                   7,448.87            3.12%
UNION ELECTRICA FENOSA                             Electric Utilities                 5,458.30            2.29%
ALTADIS                                                  Tobacco                      4,501.42            1.89%
FOMENTO CONST Y CONTR                          Construction & Engineering             2,143.25            0.90%
AUTOPISTAS CESA (ACESA)                       Transportation Infrastructure           2,133.73            0.89%
ALBA (CORP FINANCIERA)                                 Real Estate                    1,767.78            0.74%
AGUAS DE BARCELONA                                   Water Utilities                  1,764.64            0.74%
GRUPO DRAGADOS                                 Construction & Engineering             1,709.77            0.72%
ACERINOX                                             Metals & Mining                  1,522.09            0.64%
ACS ACTIV. CONST. Y SVCS                       Construction & Engineering             1,483.37            0.62%
SOL MELIA                                     Hotels Restaurants & Leisure            1,372.42            0.57%
ZARDOYA OTIS                                            Machinery                     1,212.87            0.51%
MAPFRE (CORPORACION)                                    Insurance                     1,106.36            0.46%
METROVACESA                                            Real Estate                     771.21             0.32%
AZUCARERA EBRO AGRICOLAS                              Food Products                    755.64             0.32%
VALLEHERMOSO                                           Real Estate                     708.92             0.30%
CORTEFIEL                                           Specialty Retail                   682.88             0.29%
PROSEGUR                                      Comercial Services & Supplies            619.97             0.26%
TELEPIZZA                                     Hotels Restaurants & Leisure             541.89             0.23%
PULEVA                                                Food Products                    422.77             0.18%
PORTLAND VALDERRIVAS                             Construction Materials                397.96             0.17%
FAES                                                 Pharmaceuticals                   393.75             0.16%
URBIS (INMOBILIARIA)                                   Real Estate                     376.73             0.16%
EMPRESARIAL ENCE (GRUPO)                         Paper & Forest Products               360.08             0.15%
ASTURIANA DE ZINC                                    Metals & Mining                   315.23             0.13%
URALITA                                             Building Products                  263.56             0.11%
VISCOFAN                                              Food Products                    229.56             0.10%
ERCROS                                                  Chemicals                       85.52             0.04%
</TABLE>

                                      A-37
<PAGE>

                                                                   APPENDIX A-22

                    MSCI SWEDEN INDEX AS OF NOVEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                        Industry                  (Millions of US$)        (%)
----------------                                        --------                  -----------------        ---
<S>                                       <C>                                         <C>                <C>
ERICSSON (LM) B                                 Communications Equipment              97,369.81          40.39%
NORDIC BALTIC HOLDING                                    Banks                        21,176.91           8.78%
SKANDIA FORSAKRING                                     Insurance                      16,132.89           6.69%
HENNES & MAURITZ B                                  Specialty Retail                  13,810.74           5.73%
SVENSKA HANDELSBK A                                      Banks                        10,679.61           4.43%
TELIA                                    Diversified Telecommunication Services       8,270.54            3.43%
SKAND.ENSKILDA BANKEN A                                  Banks                        7,490.18            3.11%
ASSA ABLOY B                                       Building Products                  6,263.96            2.60%
SECURITAS B                                  Comercial Services & Supplies            5,891.53            2.44%
SANDVIK                                                Machinery                      5,889.75            2.44%
ELECTROLUX B                                       Household Durables                 5,205.67            2.16%
NETCOM B                                 Diversified Telecommunication Services       4,960.48            2.06%
SKANSKA B                                      Construction & Engineering             4,808.96            1.99%
SCA SV CELLULOSA B                              Paper & Forest Products               4,628.44            1.92%
VOLVO B                                                Machinery                      4,602.87            1.91%
ATLAS COPCO A                                          Machinery                      3,091.41            1.28%
OM GRUPPEN                                       Diversified Financials               2,140.79            0.89%
VOLVO A                                                Machinery                      2,056.16            0.85%
MTG MODERN TIMES GROUP B                                 Media                        1,935.12            0.80%
GAMBRO A                                    Health Care Providers & Services          1,781.15            0.74%
ASSIDOMAN                                        Containers & Packaging               1,775.53            0.74%
ATLAS COPCO B                                          Machinery                      1,472.05            0.61%
SWEDISH MATCH                                           Tobacco                       1,407.68            0.58%
DROTT B                                               Real Estate                     1,356.62            0.56%
WM-DATA B                                       IT Consulting & Services              1,322.06            0.55%
SVENSKA HANDELSBK B                                      Banks                        1,041.35            0.43%
SKF B                                                  Machinery                       934.76             0.39%
TRELLEBORG B                                Trading Companies & Distributors           788.76             0.33%
SSAB SVENSKT STAL A                                 Metals & Mining                    704.65             0.29%
GAMBRO B                                    Health Care Providers & Services           659.05             0.27%
SKF A                                                  Machinery                       649.51             0.27%
SAPA                                                Metals & Mining                    514.91             0.21%
SSAB SVENSKT STAL B                                 Metals & Mining                    250.38             0.10%
</TABLE>

                                      A-38
<PAGE>

                                                                   APPENDIX A-23

                 MSCI SWITZERLAND INDEX AS OF NOVEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                   Index Market        Weight in
                                                                                  Capitalization      MSCI Index
Constituent Name                                      Industry                   (Millions of US$)        (%)
----------------                                      --------                   -----------------        ---
<S>                                    <C>                                          <C>                 <C>
NOVARTIS                                          Pharmaceuticals                   117,017.17          20.27%
NESTLE                                             Food Products                     85,623.31          14.83%
ROCHE HOLDING GENUSS                              Pharmaceuticals                    69,616.77          12.06%
UBS (NEW)                                              Banks                         61,296.68          10.62%
CREDIT SUISSE                                          Banks                         52,205.60           9.04%
ZURICH FINL(ZURICH ALLIE                             Insurance                       45,201.84           7.83%
SCHWEIZ RUECKVERS                                    Insurance                       31,841.84           5.52%
ABB LTD                                         Electrical Equipment                 27,307.51           4.73%
ROCHE HOLDING INHABER                             Pharmaceuticals                    18,435.30           3.19%
SWISSCOM                               Diversified Telecommunication Services        17,584.54           3.05%
ADECCO                                     Comercial Services & Supplies             10,980.52           1.90%
HOLDERBANK INHABER                             Construction Materials                5,682.60            0.98%
SYNGENTA                                             Chemicals                       5,058.21            0.88%
SWATCH GROUP PORT                                Textiles & Apparel                  3,947.98            0.68%
LONZA GROUP                                          Chemicals                       3,432.35            0.59%
SWATCH GROUP NOM                                 Textiles & Apparel                  3,325.96            0.58%
HOLDERBANK NAMEN                               Construction Materials                2,947.03            0.51%
SULZER                                               Machinery                       2,311.76            0.40%
GIVAUDAN                                             Chemicals                       2,151.69            0.37%
SAIRGROUP                                             Airlines                       1,882.75            0.33%
SGS SURVEILLANCE PORT                      Comercial Services & Supplies             1,278.99            0.22%
KUONI REISEN NAMEN B                        Hotels Restaurants & Leisure             1,201.18            0.21%
SCHINDLER NAMEN                                      Machinery                       1,136.38            0.20%
FISCHER (GEORG) NAMEN                                Machinery                        885.00             0.15%
VALORA HOLDING NAMEN                              Specialty Retail                    876.48             0.15%
SCHINDLER PART                                       Machinery                        861.85             0.15%
SGS SURVEILLANCE NOM                       Comercial Services & Supplies              673.00             0.12%
SIKA FINANZ INHABER                                  Chemicals                        637.27             0.11%
FORBO HOLDING                                    Household Durables                   609.47             0.11%
JELMOLI HOLDING INHABER                           Multiline Retail                    572.96             0.10%
MOEVENPICK INHABER                          Hotels Restaurants & Leisure              367.21             0.06%
JELMOLI HOLDING NAMEN                             Multiline Retail                    362.84             0.06%
</TABLE>

                                      A-39
<PAGE>

                                                                   APPENDIX A-24

                    MSCI TAIWAN INDEX AS OF NOVEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                        Industry                  (Millions of US$)        (%)
----------------                                        --------                  -----------------        ---
<S>                                        <C>                                        <C>                <C>
TAIWAN SEMICONDUCTOR MFG                   Semiconductor Equipment & Products         31,637.78          19.98%
UNITED MICROELECTRONICS                    Semiconductor Equipment & Products         18,012.92          11.38%
CATHAY LIFE INSURANCE CO                                Insurance                     9,632.25            6.08%
HON HAI PRECISION IND CO                   Electronic Equipment & Instruments         8,260.11            5.22%
ASUSTEK COMPUTER                                 Computers & Peripherals              6,610.95            4.18%
NAN YA PLASTIC                                          Chemicals                     6,408.33            4.05%
FORMOSA PLASTIC CORP                                    Chemicals                     5,604.18            3.54%
QUANTA COMPUTER                                  Computers & Peripherals              4,965.53            3.14%
CHINA DEVLPT IND'L BANK                                   Banks                       4,922.53            3.11%
CHINA STEEL CORP COMMON                              Metals & Mining                  4,635.12            2.93%
WINBOND ELECTRONICS CORP                   Semiconductor Equipment & Products         3,595.47            2.27%
DELTA ELECTRONICS                                 Electrical Equipment                3,256.59            2.06%
ASE                                        Semiconductor Equipment & Products         2,760.67            1.74%
FORMOSA CHEMICAL FIBERS                            Textiles & Apparel                 2,606.20            1.65%
FAR EASTERN TEXTILE                                Textiles & Apparel                 2,440.61            1.54%
COMPAL ELECTRONICS                               Computers & Peripherals              2,424.51            1.53%
ACER                                             Computers & Peripherals              2,404.90            1.52%
FIRST COMMERCIAL BANK                                     Banks                       2,370.13            1.50%
HUA NAN COMMERCIAL BANK                                   Banks                       2,309.78            1.46%
UNITED WORLD CHIN COM BK                                  Banks                       2,284.06            1.44%
CHINATRUST COMMERCIAL BK                                  Banks                       2,135.08            1.35%
ICBC INT'L COMM BK CHINA                                  Banks                       2,095.63            1.32%
MOSEL VITELIC                              Semiconductor Equipment & Products         2,006.72            1.27%
UNI-PRESIDENT ENT.                                    Food Products                   2,005.61            1.27%
TATUNG                                          Industrial Conglomerates              1,584.61            1.00%
CHANG HWA COMMERCIAL BK                                   Banks                       1,525.25            0.96%
EVERGREEN MARINE CORP                                    Marine                       1,381.33            0.87%
WALSIN LIHWA CORP                                 Electrical Equipment                1,257.13            0.79%
TAIWAN CEMENT CORP                               Construction Materials               1,169.32            0.74%
PACIFIC ELECTRIC WIRE                             Electrical Equipment                1,134.85            0.72%
CHINA MOTOR CORP                                       Automobiles                    1,048.45            0.66%
TECO ELECTRIC & MACH.                             Electrical Equipment                1,037.00            0.65%
ASIA CEMENT CORP                                 Construction Materials               1,035.26            0.65%
YULON MOTOR CO                                         Automobiles                     999.60             0.63%
TAIWAN GLASS IND'L CORP                             Building Products                  973.45             0.61%
POU CHEN CORP                                      Textiles & Apparel                  906.98             0.57%
YANG MING MARINE TRANSP                                  Marine                        716.22             0.45%
MICROELECTRONICS TECH                           Communications Equipment               640.19             0.40%
CHUNG HSING BILLS FIN                            Diversified Financials                578.14             0.37%
CHENG SHIN RUBBER IND                                Auto Components                   500.88             0.32%
NIEN HSING TEXTILE CORP                            Textiles & Apparel                  496.11             0.31%
KINPO ELECTRONICS                                  Office Electronics                  492.96             0.31%
AURORA CORP                                         Specialty Retail                   485.24             0.31%
SAMPO CORP                                         Household Durables                  427.91             0.27%
CATHAY CONSTRUCTION                                    Real Estate                     397.66             0.25%
LITE-ON ELECTRONICS                        Electronic Equipment & Instruments          310.84             0.20%
FAR EAST DEPT STORES                                Multiline Retail                   288.75             0.18%
CONTINENTAL ENGINEERING                        Construction & Engineering              284.67             0.18%
SHIHLIN ELECTR. & ENG                             Electrical Equipment                 263.44             0.17%
</TABLE>

                                      A-40
<PAGE>

<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                        Industry                  (Millions of US$)        (%)
----------------                                        --------                  -----------------        ---
<S>                                        <C>                                        <C>                <C>
SHIHLIN PAPER                                    Paper & Forest Products               240.28             0.15%
TUNG HO STEEL ENTERPRISE                             Metals & Mining                   222.55             0.14%
TON YI INDUSTRIAL COMMON                             Metals & Mining                   194.74             0.12%
CHUNG HWA PULP CORP                              Paper & Forest Products               175.19             0.11%
LIEN HWA INDUSTRIAL CORP                              Food Products                    153.91             0.10%
PACIFIC CONSTRUCTION                           Construction & Engineering              150.93             0.10%
CHINA SYNTHETIC RUBBER                                  Chemicals                      142.69             0.09%
TAIWAN TEA CORP                                   Food & Drug Retailing                139.18             0.09%
GOLDSUN DEVLPT & CONSTR.                         Construction Materials                136.92             0.09%
LEE CHANG YUNG CHEMICAL                                 Chemicals                      136.00             0.09%
YUNG TAI ENGINEERING                                    Machinery                      134.79             0.09%
HUALON-TEIJRAN COMMON                                   Chemicals                      133.99             0.08%
WEI CHUAN FOOD                                        Food Products                    117.07             0.07%
SHINKONG SYNTH. FIBERS                                  Chemicals                      105.43             0.07%
ORIENTAL UNION CHEMICAL                                 Chemicals                      102.01             0.06%
BES ENGINEERING CORP                           Construction & Engineering               92.62             0.06%
EVER FORTUNE                                           Real Estate                      82.19             0.05%
AMBASSADOR HOTEL                              Hotels Restaurants & Leisure              75.31             0.05%
FORMOSAN RUBBER GROUP                              Textiles & Apparel                   73.25             0.05%
TAIWAN PULP & PAPER CO                           Paper & Forest Products                72.82             0.05%
LEOFOO DEVELOPMENT CORP                       Hotels Restaurants & Leisure              62.11             0.04%
TAY FENG TIRE                                        Auto Components                    59.42             0.04%
HUA ENG WIRE & CABLE                              Electrical Equipment                  59.22             0.04%
TUNTEX DISTINCT                                    Textiles & Apparel                   58.47             0.04%
ADI CORP                                         Computers & Peripherals                45.58             0.03%
CHUNG SHING TEXTILE CO                             Textiles & Apparel                   33.79             0.02%
</TABLE>

                                      A-41
<PAGE>

                                                                   APPENDIX A-25

               MSCI THAILAND (FREE) INDEX AS OF NOVEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                        Industry                  (Millions of US$)        (%)
----------------                                        --------                  -----------------        ---
<S>                                      <C>                                          <C>                <C>
ADVANCED INFO SERV. FGN                   Wireless Telecommunication Services         2,293.95           15.03%
PTT EXPLORATION&PROD FGN                               Oil & Gas                      1,666.45           10.92%
TELECOMASIA CORP FGN                     Diversified Telecommunication Services       1,385.07            9.07%
SIAM COMM BANK PREF FGN                                  Banks                        1,096.78            7.18%
BEC WORLD                                                Media                        1,004.11            6.58%
THAI FARMERS BANK FGN                                    Banks                        1,003.94            6.58%
BANGKOK BANK FGN                                         Banks                         778.09             5.10%
SIAM CEMENT FGN                                  Construction Materials                739.39             4.84%
SIAM CITY CEMENT FGN                             Construction Materials                633.27             4.15%
DELTA ELECTRONICS THAI                     Electronic Equipment & Instruments          612.03             4.01%
HANA MICROELECTRONICS                      Electronic Equipment & Instruments          386.73             2.53%
CHAROEN POKPHAND FOODS                               Food Products                     355.27             2.33%
ELECTRICITY GENERAT. FGN                           Electric Utilities                  351.83             2.30%
SIAM COMMERCIAL BANK FGN                                 Banks                         333.90             2.19%
UNITED COMMUNICATION FGN                        Communications Equipment               295.10             1.93%
BANK OF AYUDHYA FGN                                      Banks                         223.76             1.47%
UNITED BROADCASTING CORP                                 Media                         211.31             1.38%
NATIONAL PETROCHEMICAL                                 Chemicals                       201.62             1.32%
NATIONAL FINANCE FGN                             Diversified Financials                179.49             1.18%
SIAM MAKRO                                          Multiline Retail                   170.88             1.12%
THAI PETROCHEMICAL IND                                 Chemicals                       164.65             1.08%
THAI UNION FROZEN PROD                               Food Products                     164.11             1.08%
LAND AND HOUSE FGN                                 Household Durables                  159.39             1.04%
INDUSTRIAL FINANCE FGN                           Diversified Financials                151.10             0.99%
BANGKOK EXPRESSWAY                           Transportation Infrastructure             100.16             0.66%
KGI SECURITIES ONE FGN                           Diversified Financials                 92.00             0.60%
BANPU FGN                                           Metals & Mining                     89.67             0.59%
SAHA-UNION                                         Textiles & Apparel                   73.60             0.48%
ITALIAN THAI DEVELOPMENT                       Construction & Engineering               64.18             0.42%
ABN AMRO ASIA SECURITIES                         Diversified Financials                 57.11             0.37%
BANGKOK INSURANCE                                      Insurance                        52.94             0.35%
AYUDHYA INSURANCE                                      Insurance                        52.77             0.35%
NATION MULTIMEDIA GROUP                                  Media                          50.72             0.33%
REGIONAL CONTAINER LINES                                 Marine                         41.04             0.27%
TIPCO ASPHALT                                    Construction Materials                 28.70             0.19%
</TABLE>

                                      A-42
<PAGE>

                                                                   APPENDIX A-26

                    MSCI TURKEY INDEX AS OF NOVEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                   Index Market        Weight in
                                                                                  Capitalization      MSCI Index
Constituent Name                                       Industry                  (Millions of US$)        (%)
----------------                                       --------                  -----------------        ---
<S>                                       <C>                                        <C>                <C>
TURKIYE IS BANKASI C100%                                 Banks                       7,038.41           26.90%
YAPI VE KREDI BANKASI                                    Banks                       2,644.29           10.11%
TURKIYE GARANTI BANKASI                                  Banks                       1,599.20            6.11%
TUPRAS TURKIYE PETROL                                  Oil & Gas                     1,559.98            5.96%
ANADOLU EFES BIRACILIK                                 Beverages                     1,267.34            4.84%
TURKCELL ILETISIM HIZMET                  Wireless Telecommunication Services        1,265.30            4.84%
FORD OTOMOTIVE SANAYII                                Automobiles                    1,241.92            4.75%
ARCELIK                                           Household Durables                 1,153.71            4.41%
EREGLI DEMIR CELIK FAB.                             Metals & Mining                   860.62             3.29%
MIGROS TURK TICARET                              Food & Drug Retailing                846.96             3.24%
VESTEL ELEKTRONIK                                 Household Durables                  615.78             2.35%
AYGAZ                                                Gas Utilities                    607.76             2.32%
NETAS NORTH ELEC TELEKOM                       Communications Equipment               569.96             2.18%
TOFAS TURK OTOMOBIL FAB.                              Automobiles                     558.00             2.13%
AKCANSA CIMENTO SANAYI                          Construction Materials                440.23             1.68%
AKSIGORTA                                              Insurance                      420.12             1.61%
ALARKO HOLDING                                  Diversified Financials                417.01             1.59%
TRAKYA CAM SANAYII                                 Building Products                  411.66             1.57%
KORDSA KORD BEZI SANAYI                             Auto Components                   317.43             1.21%
BRISA BRIDGESTONE                                   Auto Components                   299.71             1.15%
AKSA AKRILIK KIMYA                                Textiles & Apparel                  260.89             1.00%
CIMSA CIMENTO SANAYI                            Construction Materials                209.72             0.80%
SABAH YAYINCILIK                                         Media                        183.64             0.70%
GOODYEAR LASTIKLERI                                 Auto Components                   167.55             0.64%
ECZACIBASI ILAC SANAYI                              Pharmaceuticals                   160.57             0.61%
CIMENTAS                                        Construction Materials                146.08             0.56%
ADANA CIMENTO SANAYII A                         Construction Materials                121.37             0.46%
IHLAS GAZETECILIK HLDG                          Diversified Financials                116.86             0.45%
EFES SINAI YATIRIM HLDG                                Beverages                       94.75             0.36%
KARTONSAN KARTON SANAYI                         Containers & Packaging                 84.52             0.32%
TURK DEMIR DOKUM FABRIK.                           Building Products                   79.08             0.30%
SARKUYSAN ELEKTROLITIK                           Electrical Equipment                  60.04             0.23%
USAS UCAK SERVISI                            Hotels Restaurants & Leisure              60.04             0.23%
TAT KONSERVE SANAYII                                 Food Products                     57.41             0.22%
DOKTAS DOKUMCULUK                                   Auto Components                    49.21             0.19%
TURKIYE IS BANKASI B                                     Banks                         48.77             0.19%
BAGFAS                                                 Chemicals                       46.86             0.18%
KAV ORMAN SANAYII                               Paper & Forest Products                42.41             0.16%
RAKS ELEKTRONIK                                   Household Durables                   20.73             0.08%
ADANA CIMENTO SANAYII C                         Construction Materials                 18.77             0.07%
</TABLE>

                                      A-43
<PAGE>

                                                                   APPENDIX A-27

                MSCI UNITED KINGDOM INDEX AS OF NOVEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                   Index Market        Weight in
                                                                                  Capitalization      MSCI Index
Constituent Name                                       Industry                  (Millions of US$)        (%)
----------------                                       --------                  -----------------        ---
<S>                                   <C>                                            <C>                <C>
VODAFONE GROUP                            Wireless Telecommunication Services        210,449.73          11.83%
BP AMOCO                                               Oil & Gas                     175,804.09           9.88%
HSBC HOLDINGS (GB)                                       Banks                       121,541.42           6.83%
GLAXO WELLCOME                                      Pharmaceuticals                  106,373.99           5.98%
ASTRAZENECA                                         Pharmaceuticals                   90,124.13           5.07%
SMITHKLINE BEECHAM                                  Pharmaceuticals                   73,549.40           4.13%
BRITISH TELECOM                         Diversified Telecommunication Services        56,588.80           3.18%
ROYAL BANK OF SCOTLAND                                   Banks                        54,866.73           3.08%
LLOYDS TSB GROUP                                         Banks                        52,462.69           2.95%
BARCLAYS                                                 Banks                        46,443.61           2.61%
DIAGEO                                                 Beverages                      35,614.25           2.00%
CGNU                                                   Insurance                      33,944.80           1.91%
PRUDENTIAL                                             Insurance                      30,306.39           1.70%
TESCO                                            Food & Drug Retailing                27,520.01           1.55%
MARCONI                                        Communications Equipment               26,232.49           1.47%
BRITISH SKY BROADCASTING                                 Media                        25,772.43           1.45%
UNILEVER PLC                                         Food Products                    24,102.50           1.35%
ABBEY NATIONAL                                           Banks                        22,281.84           1.25%
GRANADA COMPASS                              Hotels Restaurants & Leisure             21,330.37           1.20%
REUTERS GROUP                                            Media                        21,007.94           1.18%
HALIFAX GROUP                                            Banks                        20,958.00           1.18%
PEARSON                                                  Media                        17,799.53           1.00%
RIO TINTO PLC REG                                   Metals & Mining                   15,902.10           0.89%
BRITISH AMERICAN TOBACCO                                Tobacco                       15,466.42           0.87%
BAE SYSTEMS                                       Aerospace & Defense                 15,407.18           0.87%
BG GROUP                                             Gas Utilities                    14,222.30           0.80%
CADBURY SCHWEPPES                                    Food Products                    14,163.15           0.80%
SCOTTISH POWER                                    Electric Utilities                  13,824.79           0.78%
CENTRICA                                             Gas Utilities                    13,652.34           0.77%
LEGAL & GENERAL GROUP                                  Insurance                      13,091.80           0.74%
NATIONAL GRID GROUP                               Electric Utilities                  13,047.96           0.73%
WPP GROUP                                                Media                        11,792.27           0.66%
SAINSBURY (J)                                    Food & Drug Retailing                11,318.29           0.64%
THREE I GROUP                                   Diversified Financials                10,762.35           0.60%
AMVESCAP                                        Diversified Financials                10,760.62           0.60%
REED INTERNATIONAL                                       Media                        10,270.41           0.58%
BASS                                         Hotels Restaurants & Leisure             9,247.23            0.52%
KINGFISHER                                         Multiline Retail                   9,037.69            0.51%
BAA                                          Transportation Infrastructure            8,910.23            0.50%
LOGICA                                         IT Consulting & Services               8,796.92            0.49%
HAYS                                         Comercial Services & Supplies            8,577.43            0.48%
INVENSYS                                               Machinery                      8,505.91            0.48%
MARKS & SPENCER                                    Multiline Retail                   7,966.40            0.45%
GKN                                                 Auto Components                   7,855.51            0.44%
BOOTS CO                                         Food & Drug Retailing                7,738.18            0.43%
GREAT UNIVERSAL STORES                         Internet & Catalog Retail              7,528.74            0.42%
LATTICE GROUP                                        Gas Utilities                    7,403.05            0.42%
SAGE GROUP (THE)                                       Software                       6,974.04            0.39%
RAILTRACK GROUP                                       Road & Rail                     6,898.40            0.39%
</TABLE>

                                      A-44
<PAGE>

<TABLE>
<CAPTION>
                                                                                   Index Market        Weight in
                                                                                  Capitalization      MSCI Index
Constituent Name                                       Industry                  (Millions of US$)        (%)
----------------                                       --------                  -----------------        ---
<S>                                       <C>                                        <C>                <C>
BOC GROUP                                              Chemicals                      6,896.72            0.39%
DIXONS GROUP                                       Specialty Retail                   6,704.44            0.38%
EMI GROUP                                                Media                        6,203.45            0.35%
ARM HOLDINGS                              Semiconductor Equipment & Products          6,169.41            0.35%
LAND SECURITIES                                       Real Estate                     6,142.11            0.35%
BRITISH AIRWAYS                                        Airlines                       6,135.30            0.34%
RENTOKIL INITIAL                             Comercial Services & Supplies            5,868.16            0.33%
UNITED UTILITIES                                    Multi-Utilities                   5,593.36            0.31%
SCHRODERS                                       Diversified Financials                5,322.24            0.30%
CANARY WHARF GROUP                                    Real Estate                     5,242.88            0.29%
NYCOMED AMERSHAM                           Health Care Equipment & Supplies           5,009.70            0.28%
IMPERIAL CHEMICAL ICI                                  Chemicals                      4,973.76            0.28%
BLUE CIRCLE INDUSTRIES                          Construction Materials                4,697.27            0.26%
EXEL (OCEAN GROUP)                              Air Freight & Couriers                4,634.07            0.26%
CARLTON COMMUNICATIONS                                   Media                        4,478.64            0.25%
CELLTECH GROUP                                       Biotechnology                    4,454.96            0.25%
ELECTROCOMPONENTS                          Trading Companies & Distributors           4,209.57            0.24%
SMITH & NEPHEW                             Health Care Equipment & Supplies           4,131.87            0.23%
INT'L POWER(NAT'L POWER                           Electric Utilities                  4,069.05            0.23%
MISYS                                                  Software                       4,054.18            0.23%
HILTON GROUP                                 Hotels Restaurants & Leisure             3,994.86            0.22%
HANSON                                          Construction Materials                3,985.56            0.22%
CAPITA GROUP                                 Comercial Services & Supplies            3,968.33            0.22%
SMITHS INDUSTRIES                              Industrial Conglomerates               3,630.02            0.20%
PROVIDENT FINANCIAL                             Diversified Financials                3,483.96            0.20%
BRITISH LAND CO                                       Real Estate                     3,378.54            0.19%
JOHNSON MATTHEY                                     Metals & Mining                   3,363.68            0.19%
LASMO                                                  Oil & Gas                      3,339.66            0.19%
WOLSELEY                                           Specialty Retail                   3,153.31            0.18%
PEN & ORIENTAL STEAM                                    Marine                        3,074.51            0.17%
TI GROUP                                               Machinery                      2,810.91            0.16%
BUNZL                                           Paper & Forest Products               2,787.66            0.16%
CORUS GROUP                                         Metals & Mining                   2,532.86            0.14%
SEMA GROUP                                     IT Consulting & Services               2,463.16            0.14%
P&O PRINCESS CRUISES                         Hotels Restaurants & Leisure             2,455.75            0.14%
BBA GROUP                                              Machinery                      2,451.76            0.14%
AWG (ANGLIAN WATER)                                 Water Utilities                   2,378.85            0.13%
CHUBB                                        Comercial Services & Supplies            2,301.36            0.13%
SLOUGH ESTATES                                        Real Estate                     2,286.07            0.13%
RMC GROUP                                       Construction Materials                2,113.58            0.12%
HAMMERSON                                             Real Estate                     1,782.73            0.10%
PILKINGTON                                         Building Products                  1,776.48            0.10%
FKI                                            Industrial Conglomerates               1,745.87            0.10%
TATE & LYLE                                          Food Products                    1,693.36            0.10%
RANK GROUP                                   Hotels Restaurants & Leisure             1,505.97            0.08%
AIRTOURS                                     Hotels Restaurants & Leisure             1,413.58            0.08%
SSL INTERNATIONAL                          Health Care Equipment & Supplies           1,388.35            0.08%
PSION                                           Computers & Peripherals               1,368.85            0.08%
CARADON                                            Building Products                  1,302.98            0.07%
REXAM                                           Containers & Packaging                1,268.65            0.07%
BERKELEY GROUP (THE)                              Household Durables                  1,262.95            0.07%
STAGECOACH HOLDINGS                                   Road & Rail                     1,099.47            0.06%
IMI                                                    Machinery                      1,060.92            0.06%
</TABLE>

                                      A-45
<PAGE>

<TABLE>
<CAPTION>
                                                                                   Index Market        Weight in
                                                                                  Capitalization      MSCI Index
Constituent Name                                       Industry                  (Millions of US$)        (%)
----------------                                       --------                  -----------------        ---
<S>                                       <C>                                        <C>                <C>
DE LA RUE                                    Comercial Services & Supplies            1,046.76            0.06%
BARRATT DEVELOPMENTS                              Household Durables                  1,046.08            0.06%
AMEC                                          Construction & Engineering              1,010.32            0.06%
TAYLOR WOODROW                                    Household Durables                   958.46             0.05%
LONDON BRIDGE SOFTWARE                                 Software                        871.90             0.05%
HEPWORTH                                           Building Products                   868.94             0.05%
GREAT PORTLAND ESTATES                                Real Estate                      814.71             0.05%
WIMPEY (GEORGE)                                   Household Durables                   800.98             0.05%
BALFOUR BEATTY                                Construction & Engineering               732.15             0.04%
UNIQ (UNIGATE)                                       Food Products                     731.93             0.04%
KIDDE                                        Comercial Services & Supplies             596.07             0.03%
LEX SERVICE                                        Specialty Retail                    583.94             0.03%
COATS VIYELLA                                     Textiles & Apparel                   403.96             0.02%
JARVIS                                        Construction & Engineering               366.07             0.02%
EIDOS                                                  Software                        295.79             0.02%
</TABLE>

                                      A-46
<PAGE>

                                                                   APPENDIX A-28

                     MSCI USA INDEX AS OF NOVEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                        Industry                  (Millions of US$)        (%)
----------------                                        --------                  -----------------        ---
<S>                                      <C>                                         <C>                  <C>
GENERAL ELECTRIC CO                             Industrial Conglomerates             491,105.00           5.10%
CISCO SYSTEMS                                   Communications Equipment             337,135.37           3.50%
EXXON MOBIL CORP                                        Oil & Gas                    306,339.18           3.18%
MICROSOFT CORP                                          Software                     305,942.89           3.18%
PFIZER                                               Pharmaceuticals                 279,776.98           2.91%
INTEL CORP                                 Semiconductor Equipment & Products        256,160.63           2.66%
WAL-MART STORES                                     Multiline Retail                 233,010.75           2.42%
AMERICAN INT'L GROUP                                    Insurance                    224,297.26           2.33%
CITIGROUP                                        Diversified Financials              223,784.11           2.32%
MERCK & CO                                           Pharmaceuticals                 213,749.90           2.22%
SBC COMMUNICATIONS                       Diversified Telecommunication Services      186,214.08           1.93%
IBM CORP                                         Computers & Peripherals             164,034.49           1.70%
EMC CORP                                         Computers & Peripherals             162,165.54           1.68%
COCA-COLA CO                                            Beverages                    155,296.85           1.61%
VERIZON COMMUNI.(BELL AT                 Diversified Telecommunication Services      152,717.40           1.59%
ORACLE CORP                                             Software                     149,547.45           1.55%
JOHNSON & JOHNSON                                    Pharmaceuticals                 139,002.90           1.44%
BRISTOL-MYERS SQUIBB CO                              Pharmaceuticals                 136,221.07           1.41%
LILLY (ELI) & CO                                     Pharmaceuticals                 105,611.52           1.10%
PROCTER & GAMBLE CO                                Household Products                 97,620.54           1.01%
AMERICA ONLINE                                Internet Software & Services            94,382.20           0.98%
HOME DEPOT                                          Specialty Retail                  90,754.57           0.94%
PHILIP MORRIS COS                                        Tobacco                      86,000.74           0.89%
ABBOTT LABORATORIES                                  Pharmaceuticals                  85,315.11           0.89%
WELLS FARGO & CO                                          Banks                       81,418.51           0.85%
FANNIE MAE                                       Diversified Financials               80,532.60           0.84%
PHARMACIA CORP                                       Pharmaceuticals                  78,668.61           0.82%
AMERICAN HOME PRODUCTS                               Pharmaceuticals                  78,414.89           0.81%
BELLSOUTH CORP                           Diversified Telecommunication Services       78,108.86           0.81%
VIACOM B                                                  Media                       77,537.31           0.81%
TIME WARNER                                               Media                       74,500.38           0.77%
AT & T CORP                              Diversified Telecommunication Services       73,641.79           0.76%
AMERICAN EXPRESS                                 Diversified Financials               73,065.58           0.76%
AMGEN                                                 Biotechnology                   65,423.50           0.68%
BANK OF AMERICA CORP                                      Banks                       64,999.76           0.68%
TEXAS INSTRUMENTS                          Semiconductor Equipment & Products         63,928.79           0.66%
MEDTRONIC                                   Health Care Equipment & Supplies          63,877.75           0.66%
QWEST COMMUNI. INT'L                     Diversified Telecommunication Services       62,695.88           0.65%
HEWLETT-PACKARD CO                               Computers & Peripherals              62,547.93           0.65%
DISNEY (WALT) COMMON                                      Media                       60,323.32           0.63%
BOEING CO                                          Aerospace & Defense                59,967.13           0.62%
QUALCOMM                                        Communications Equipment              59,468.12           0.62%
CHEVRON CORP                                            Oil & Gas                     52,548.75           0.55%
LUCENT TECHNOLOGIES                             Communications Equipment              52,388.23           0.54%
</TABLE>

                                      A-47
<PAGE>

<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                        Industry                  (Millions of US$)        (%)
----------------                                        --------                  -----------------        ---
<S>                                      <C>                                         <C>                  <C>
CORNING                                         Communications Equipment              51,546.02           0.54%
DELL COMPUTER CORP                               Computers & Peripherals              50,372.79           0.52%
ENRON CORP                                           Multi-Utilities                  48,339.17           0.50%
JDS UNIPHASE CORP                               Communications Equipment              48,136.97           0.50%
MERRILL LYNCH & CO                               Diversified Financials               46,491.18           0.48%
CHASE MANHATTAN CORP                                      Banks                       45,823.55           0.48%
WALGREEN CO                                       Food & Drug Retailing               45,007.44           0.47%
DU PONT (E.I) DE NEMOURS                                Chemicals                     44,114.08           0.46%
MOTOROLA                                        Communications Equipment              43,179.36           0.45%
FORD MOTOR CO                                          Automobiles                    43,139.36           0.45%
WORLDCOM                                 Diversified Telecommunication Services       42,913.79           0.45%
ANHEUSER-BUSCH                                          Beverages                     42,860.73           0.45%
MCDONALD'S CORP                               Hotels Restaurants & Leisure            42,592.49           0.44%
AUTOMATIC DATA PROCESS                        Comercial Services & Supplies           41,395.76           0.43%
BANK ONE CORP                                             Banks                       41,266.35           0.43%
BANK NEW YORK CO                                          Banks                       40,702.07           0.42%
MINNESOTA MINING & MFG                          Industrial Conglomerates              39,664.46           0.41%
SCHWAB (CHARLES) CORP                            Diversified Financials               37,704.34           0.39%
KIMBERLY-CLARK CORP                                Household Products                 37,637.31           0.39%
GILLETTE CO                                         Personal Products                 35,663.68           0.37%
SCHLUMBERGER                                   Energy Equipment & Services            35,281.66           0.37%
AT&T-LIBERTY MEDIA GRP A                                  Media                       34,929.41           0.36%
FLEET BOSTON FINL CORP                                    Banks                       33,794.55           0.35%
UNITED TECHNOLOGIES CORP                           Aerospace & Defense                33,152.36           0.34%
DUKE ENERGY CORP                                   Electric Utilities                 33,102.91           0.34%
APPLIED MATERIALS                          Semiconductor Equipment & Products         32,655.51           0.34%
EMERSON ELECTRIC CO                               Electrical Equipment                31,096.93           0.32%
MARSH & MCLENNAN COS                                    Insurance                     31,035.05           0.32%
SIEBEL SYSTEMS                                          Software                      29,560.16           0.31%
CLEAR CHANNEL COMMUNI.                                    Media                       29,533.10           0.31%
MBNA CORP                                        Diversified Financials               28,613.57           0.30%
ALLSTATE CORP                                           Insurance                     28,084.13           0.29%
CARDINAL HEALTH                             Health Care Providers & Services          27,894.41           0.29%
TARGET CORP                                         Multiline Retail                  27,356.75           0.28%
GENERAL MOTORS CORP                                    Automobiles                    26,577.17           0.28%
BAXTER INTERNATIONAL                        Health Care Equipment & Supplies          25,498.72           0.26%
WASHINGTON MUTUAL                                         Banks                       24,888.85           0.26%
ELECTRONIC DATA SYSTEMS                         IT Consulting & Services              24,755.19           0.26%
FIRST UNION CORP                                          Banks                       24,612.64           0.26%
ALCOA                                                Metals & Mining                  24,381.09           0.25%
COX COMMUNICATIONS A                                      Media                       23,944.96           0.25%
AES CORP                                           Electric Utilities                 23,695.17           0.25%
AGILENT TECHNOLOGIES                       Electronic Equipment & Instruments         23,641.72           0.25%
NEXTEL COMMUNICATIONS A                    Wireless Telecommunication Services        23,602.23           0.25%
HOUSEHOLD INTERNATIONAL                          Diversified Financials               23,558.67           0.24%
HCA HEALTHCARE CO                           Health Care Providers & Services          23,124.78           0.24%
BROADCOM CORP A                            Semiconductor Equipment & Products         22,932.29           0.24%
CVS CORP                                          Food & Drug Retailing               22,191.63           0.23%
BEA SYSTEMS                                             Software                      21,943.43           0.23%
YAHOO                                         Internet Software & Services            21,895.33           0.23%
KROGER CO                                         Food & Drug Retailing               21,810.59           0.23%
PAYCHEX                                       Comercial Services & Supplies           21,637.33           0.22%
</TABLE>

                                      A-48
<PAGE>

<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                        Industry                  (Millions of US$)        (%)
----------------                                        --------                  -----------------        ---
<S>                                      <C>                                         <C>                  <C>
MORGAN (J.P) & CO                                Diversified Financials               21,440.48           0.22%
GAP                                                 Specialty Retail                  21,198.98           0.22%
EXELON CORP                                        Electric Utilities                 21,001.25           0.22%
SARA LEE CORP                                         Food Products                   20,869.61           0.22%
CIGNA CORP                                  Health Care Providers & Services          20,762.63           0.22%
STATE STREET CORP                                Diversified Financials               20,754.29           0.22%
DOW CHEMICAL CO                                         Chemicals                     20,728.01           0.22%
SOUTHERN CO                                        Electric Utilities                 20,472.20           0.21%
PALM                                             Computers & Peripherals              20,444.60           0.21%
FIRST DATA CORP                               Comercial Services & Supplies           20,220.65           0.21%
PNC FINL SERVICES GROUP                                   Banks                       19,454.44           0.20%
UNITEDHEALTH GROUP                          Health Care Providers & Services          19,052.61           0.20%
GENERAL MOTORS H (NEW)                                    Media                       18,988.41           0.20%
AFLAC                                                   Insurance                     18,680.45           0.19%
SYSCO CORP                                        Food & Drug Retailing               18,409.58           0.19%
US BANCORP                                                Banks                       18,184.96           0.19%
SOLECTRON                                  Electronic Equipment & Instruments         17,822.39           0.19%
MICRON TECHNOLOGY                          Semiconductor Equipment & Products         17,476.20           0.18%
APPLERA-APPL BIO(PE CORP                    Health Care Equipment & Supplies          17,211.83           0.18%
ILLINOIS TOOL WORKS                                     Machinery                     16,997.11           0.18%
VERISIGN                                      Internet Software & Services            16,856.82           0.18%
GEMSTAR-TV GUIDE INT'L                                    Media                       16,648.59           0.17%
INT'L PAPER CO                                   Paper & Forest Products              16,376.85           0.17%
HARTFORD FINANCIAL SVCS                                 Insurance                     15,869.72           0.16%
HEINZ (H.J) CO                                        Food Products                   15,824.09           0.16%
SOUTHWEST AIRLINES CO                                   Airlines                      15,662.23           0.16%
COASTAL CORP                                            Oil & Gas                     15,644.88           0.16%
WILLIAMS COS                                         Multi-Utilities                  15,627.58           0.16%
COMPUTER ASSOC INT'L                                    Software                      15,488.55           0.16%
ADOBE SYSTEMS                                           Software                      15,232.69           0.16%
SUNTRUST BANKS                                            Banks                       15,147.32           0.16%
GENERAL DYNAMICS CORP                              Aerospace & Defense                15,131.36           0.16%
NATIONAL CITY CORP                                        Banks                       15,057.84           0.16%
ARIBA                                         Internet Software & Services            14,978.26           0.16%
HALLIBURTON CO                                 Energy Equipment & Services            14,869.60           0.15%
WASTE MANAGEMENT                              Comercial Services & Supplies           14,867.29           0.15%
AMERICAN ELECTRIC POWER                            Electric Utilities                 14,811.70           0.15%
COSTCO WHOLESALE CORP                               Multiline Retail                  14,582.82           0.15%
DOMINION RESOURCES                                 Electric Utilities                 14,266.12           0.15%
CHUBB CORP                                              Insurance                     14,258.99           0.15%
GANNETT CO                                                Media                       14,137.36           0.15%
CAMPBELL SOUP CO (US)                                 Food Products                   14,037.36           0.15%
OMNICOM GROUP                                             Media                       13,967.32           0.15%
EL PASO ENERGY CORP                                   Gas Utilities                   13,948.97           0.14%
HARLEY-DAVIDSON                                        Automobiles                    13,747.68           0.14%
CATERPILLAR                                             Machinery                     13,703.91           0.14%
FEDEX CORPORATION                                Air Freight & Couriers               13,659.02           0.14%
CONAGRA FOODS                                         Food Products                   13,553.94           0.14%
TENET HEALTHCARE CORP                       Health Care Providers & Services          13,311.80           0.14%
CARNIVAL CORP A                               Hotels Restaurants & Leisure            13,260.15           0.14%
EASTMAN KODAK CO                              Leisure Equipment & Products            12,607.11           0.13%
INTERPUBLIC GROUP OF COS                                  Media                       12,022.21           0.12%
FPL GROUP                                          Electric Utilities                 11,718.68           0.12%
</TABLE>

                                      A-49
<PAGE>

<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                        Industry                  (Millions of US$)        (%)
----------------                                        --------                  -----------------        ---
<S>                                      <C>                                         <C>                  <C>
GENERAL MILLS                                         Food Products                   11,622.02           0.12%
SANMINA CORP                               Electronic Equipment & Instruments         11,543.64           0.12%
UNION PACIFIC CORP                                     Road & Rail                    11,524.65           0.12%
NIKE B                                             Textiles & Apparel                 11,512.90           0.12%
TRIBUNE CO                                                Media                       11,467.45           0.12%
COMPUTER SCIENCES CORP                          IT Consulting & Services              11,456.93           0.12%
QUAKER OATS CO                                        Food Products                   11,381.08           0.12%
RELIANT ENERGY                                     Electric Utilities                 11,189.02           0.12%
SEARS, ROEBUCK & CO                                 Multiline Retail                  11,122.20           0.12%
BAKER HUGHES                                   Energy Equipment & Services            10,977.51           0.11%
ST PAUL COS                                             Insurance                     10,844.31           0.11%
ALBERTSON'S                                       Food & Drug Retailing               10,762.78           0.11%
KEYCORP                                                   Banks                       10,736.00           0.11%
PG&E CORP                                          Electric Utilities                 10,584.24           0.11%
TXU CORP                                           Electric Utilities                 10,531.56           0.11%
CLOROX CO                                          Household Products                 10,488.84           0.11%
MCGRAW-HILL COS                                           Media                       10,343.44           0.11%
BURLINGTON NTHN SANTA FE                               Road & Rail                    10,232.44           0.11%
WACHOVIA CORP                                             Banks                       10,176.05           0.11%
MARRIOTT INT'L A                              Hotels Restaurants & Leisure            9,947.90            0.10%
AVON PRODUCTS                                       Personal Products                 9,882.70            0.10%
LEVEL 3 COMMUNICATIONS                   Diversified Telecommunication Services       9,852.23            0.10%
DEERE & CO                                              Machinery                     9,544.96            0.10%
AETNA                                       Health Care Providers & Services          9,486.57            0.10%
WEYERHAEUSER CO                                  Paper & Forest Products              9,435.08            0.10%
EXODUS COMMUNICATIONS                         Internet Software & Services            9,381.17            0.10%
MCKESSON HBOC                               Health Care Providers & Services          9,342.58            0.10%
PEOPLESOFT                                              Software                      9,298.80            0.10%
INTUIT                                                  Software                      9,269.25            0.10%
EBAY                                            Internet & Catalog Retail             9,209.97            0.10%
PUBLIC SV ENTERPRISE CO                            Electric Utilities                 9,165.88            0.10%
EQUITY OFFICE PROPERTIES                               Real Estate                    9,098.72            0.09%
ENTERGY CORP                                       Electric Utilities                 9,030.90            0.09%
AMAZON.COM                                      Internet & Catalog Retail             8,785.39            0.09%
RADIOSHACK CORP                                     Specialty Retail                  8,705.57            0.09%
MASCO CORP                                          Building Products                 8,664.55            0.09%
LINCOLN NATIONAL CORP                                   Insurance                     8,619.65            0.09%
BECTON, DICKINSON                           Health Care Equipment & Supplies          8,609.58            0.09%
TRANSOCEAN SEDCO FOREX                         Energy Equipment & Services            8,394.33            0.09%
RAYTHEON CO B                                      Aerospace & Defense                8,387.20            0.09%
IMS HEALTH                                    Comercial Services & Supplies           8,353.52            0.09%
MAY DEPARTMENT STORES CO                            Multiline Retail                  8,348.79            0.09%
DOVER CORP                                              Machinery                     8,310.33            0.09%
UNOCAL CORP                                             Oil & Gas                     8,287.56            0.09%
LIMITED                                             Specialty Retail                  8,272.10            0.09%
USX-MARATHON GROUP                                      Oil & Gas                     8,223.01            0.09%
RALSTON - RALSTON PURINA                              Food Products                   8,077.11            0.08%
ARCHER-DANIELS-MIDLAND                                Food Products                   8,061.44            0.08%
OCCIDENTAL PETROLEUM                                    Oil & Gas                     7,977.03            0.08%
AON CORP                                                Insurance                     7,947.71            0.08%
CONSOLIDATED EDISON                                Electric Utilities                 7,895.75            0.08%
DELPHI AUTOMOTIVE SYS                                Auto Components                  7,734.36            0.08%
</TABLE>

                                      A-50
<PAGE>

<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                        Industry                  (Millions of US$)        (%)
----------------                                        --------                  -----------------        ---
<S>                                      <C>                                         <C>                  <C>
EDISON INTERNATIONAL                               Electric Utilities                 7,473.29            0.08%
ROCKWELL INT'L                                    Electrical Equipment                7,450.56            0.08%
AIR PRODUCTS & CHEMICALS                                Chemicals                     7,345.92            0.08%
TEXTRON                                         Industrial Conglomerates              7,300.02            0.08%
PPG INDUSTRIES                                          Chemicals                     7,260.80            0.08%
CP&L ENERGY (CAROLINA PO                           Electric Utilities                 6,894.28            0.07%
MBIA                                                    Insurance                     6,776.20            0.07%
EQUITY RESIDENTIAL PPTY                                Real Estate                    6,712.87            0.07%
WELLPOINT HEALTH NETWKS                     Health Care Providers & Services          6,692.89            0.07%
CENDANT CORP                                  Comercial Services & Supplies           6,671.93            0.07%
FIRSTENERGY CORP                                   Electric Utilities                 6,651.36            0.07%
UNUMPROVIDENT CORP                                      Insurance                     6,493.28            0.07%
INGERSOLL-RAND CO                                       Machinery                     6,484.55            0.07%
AT & T WIRELESS GROUP                      Wireless Telecommunication Services        6,480.00            0.07%
ROHM & HAAS CO                                          Chemicals                     6,443.22            0.07%
METROMEDIA FIBER NETWK A                 Diversified Telecommunication Services       6,438.27            0.07%
CONSTELLATION ENERGY GRP                           Electric Utilities                 6,086.97            0.06%
STARWOOD HOT.&RES. WORLD                      Hotels Restaurants & Leisure            6,068.61            0.06%
BROADVISION                                   Internet Software & Services            6,044.28            0.06%
PPL CORP                                           Electric Utilities                 6,038.46            0.06%
NEW YORK TIMES CO A                                       Media                       5,971.17            0.06%
RATIONAL SOFTWARE CORP                                  Software                      5,878.91            0.06%
DELTA AIR LINES                                         Airlines                      5,817.60            0.06%
UNION CARBIDE CORP                                      Chemicals                     5,816.75            0.06%
PRAXAIR                                                 Chemicals                     5,680.28            0.06%
GEORGIA-PACIFIC GROUP                            Paper & Forest Products              5,666.42            0.06%
CSX CORP                                               Road & Rail                    5,628.30            0.06%
NORFOLK SOUTHERN CORP                                  Road & Rail                    5,512.80            0.06%
STAPLES                                             Specialty Retail                  5,484.14            0.06%
AVERY DENNISON CORP                           Comercial Services & Supplies           5,428.73            0.06%
DTE ENERGY                                         Electric Utilities                 5,412.09            0.06%
HEALTHSOUTH CORP                            Health Care Providers & Services          5,375.04            0.06%
MATTEL                                        Leisure Equipment & Products            5,374.20            0.06%
APPLE COMPUTER                                   Computers & Peripherals              5,361.99            0.06%
ROBERT HALF INT'L                             Comercial Services & Supplies           5,339.78            0.06%
NEWELL RUBBERMAID                                  Household Durables                 5,180.70            0.05%
AMR CORP                                                Airlines                      5,038.66            0.05%
SEMPRA ENERGY                                         Gas Utilities                   4,991.99            0.05%
NISOURCE (NEW)                                        Gas Utilities                   4,979.14            0.05%
DOW JONES & CO                                            Media                       4,942.97            0.05%
EATON CORP                                              Machinery                     4,908.75            0.05%
JOHNSON CONTROLS                                     Auto Components                  4,733.60            0.05%
ELECTRONIC ARTS                                         Software                      4,717.92            0.05%
EQUIFAX                                       Comercial Services & Supplies           4,693.37            0.05%
PARKER HANNIFIN CORP                                    Machinery                     4,647.31            0.05%
XEROX CORP                                         Office Electronics                 4,622.22            0.05%
VULCAN MATERIALS CO                              Construction Materials               4,319.27            0.04%
FOUNDRY NETWORKS                                Communications Equipment              4,310.15            0.04%
BMC SOFTWARE                                            Software                      4,271.06            0.04%
GENERAL PUBLIC UTILITIES                           Electric Utilities                 4,267.73            0.04%
COUNTRYWIDE CREDIT IND                           Diversified Financials               4,212.31            0.04%
MOODYS CORP (DUN&BRADSTR                         Diversified Financials               4,204.45            0.04%
</TABLE>

                                      A-51
<PAGE>

<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                        Industry                  (Millions of US$)        (%)
----------------                                        --------                  -----------------        ---
<S>                                      <C>                                         <C>                  <C>
TRW                                                  Auto Components                  4,077.90            0.04%
PARK PLACE ENTERTAINMENT                      Hotels Restaurants & Leisure            4,034.30            0.04%
READERS DIGEST ASS'N A                                    Media                       3,918.64            0.04%
SIMON PROPERTY GROUP                                   Real Estate                    3,909.74            0.04%
JONES APPAREL CORP                                 Textiles & Apparel                 3,880.67            0.04%
PHELPS DODGE CORP                                    Metals & Mining                  3,867.11            0.04%
TOYS R US                                           Specialty Retail                  3,863.95            0.04%
GLOBAL MARINE                                  Energy Equipment & Services            3,848.70            0.04%
COOPER INDUSTRIES                                 Electrical Equipment                3,802.83            0.04%
VIGNETTE CORP                                 Internet Software & Services            3,595.47            0.04%
SHERWIN-WILLIAMS CO                                 Specialty Retail                  3,571.86            0.04%
INFOSPACE                                     Internet Software & Services            3,456.73            0.04%
HILTON HOTELS CORP                            Hotels Restaurants & Leisure            3,454.77            0.04%
GRAINGER (WW)                               Trading Companies & Distributors          3,435.66            0.04%
SAFECO CORP                                             Insurance                     3,421.76            0.04%
GENUINE PARTS CO                            Trading Companies & Distributors          3,393.45            0.04%
CERIDIAN CORP                                   IT Consulting & Services              3,341.08            0.03%
INKTOMI CORP                                            Software                      3,284.53            0.03%
HARRAH'S ENTERTAINMENT                        Hotels Restaurants & Leisure            3,266.83            0.03%
RAYTHEON CO A                                      Aerospace & Defense                3,263.56            0.03%
AVAYA INC.                                      Communications Equipment              3,252.55            0.03%
BLOCK (H&R)                                   Comercial Services & Supplies           3,220.53            0.03%
AKAMAI TECHNOLOGIES                           Internet Software & Services            3,103.88            0.03%
VF CORP                                            Textiles & Apparel                 3,075.91            0.03%
PARAMETRIC TECHNOLOGY                                   Software                      3,029.09            0.03%
SERVICEMASTER CO                              Comercial Services & Supplies           3,016.74            0.03%
BLACK & DECKER CORP                                Household Durables                 3,014.14            0.03%
CMGI                                          Internet Software & Services            2,970.79            0.03%
ITT INDUSTRIES                                  Industrial Conglomerates              2,928.65            0.03%
NUCOR CORP                                           Metals & Mining                  2,819.50            0.03%
WHIRLPOOL CORP                                     Household Durables                 2,790.69            0.03%
FLUOR CORP                                     Construction & Engineering             2,762.10            0.03%
DONNELLEY (RR) & SONS                         Comercial Services & Supplies           2,727.66            0.03%
MEAD CORP                                        Paper & Forest Products              2,717.54            0.03%
SEALED AIR CORP                                  Containers & Packaging               2,660.80            0.03%
GOODYEAR TIRE & RUBBER                               Auto Components                  2,651.06            0.03%
NEWMONT MINING CORP                                  Metals & Mining                  2,626.23            0.03%
HOST MARRIOTT CORP                                     Real Estate                    2,618.29            0.03%
US AIRWAYS GROUP                                        Airlines                      2,586.04            0.03%
DANA CORP                                            Auto Components                  2,500.51            0.03%
MANPOWER                                      Comercial Services & Supplies           2,462.95            0.03%
ALLIED WASTE INDUSTRIES                       Comercial Services & Supplies           2,422.88            0.03%
SHAW INDUSTRIES                                    Household Durables                 2,422.35            0.03%
CRESCENT REAL ESTATE                                   Real Estate                    2,403.33            0.02%
SUPERVALU                                         Food & Drug Retailing               2,398.32            0.02%
STANLEY WORKS                                      Household Durables                 2,360.61            0.02%
TEMPLE INLAND                                    Containers & Packaging               2,345.42            0.02%
APPLERA-CELERA GE(PE COR                              Biotechnology                   2,339.45            0.02%
AMERICAN PWR CONVERSION                           Electrical Equipment                2,285.89            0.02%
MAYTAG CORP                                        Household Durables                 2,243.80            0.02%
LIZ CLAIBORNE                                      Textiles & Apparel                 2,090.42            0.02%
SAPIENT CORP                                    IT Consulting & Services              2,081.11            0.02%
CENTEX CORP                                        Household Durables                 2,080.60            0.02%
</TABLE>

                                      A-52
<PAGE>

<TABLE>
<CAPTION>
                                                                                    Index Market        Weight in
                                                                                   Capitalization      MSCI Index
Constituent Name                                        Industry                  (Millions of US$)        (%)
----------------                                        --------                  -----------------        ---
<S>                                      <C>                                         <C>                  <C>
VISTEON CORP                                         Auto Components                  1,948.63            0.02%
NAVISTAR INTERNATIONAL                                  Machinery                     1,924.72            0.02%
INT'L FLAVORS FRAGRANCES                                Chemicals                     1,866.72            0.02%
UAL CORP                                                Airlines                      1,803.26            0.02%
NOVELL                                                  Software                      1,743.60            0.02%
GALILEO INTERNATIONAL                         Comercial Services & Supplies           1,724.23            0.02%
ALLEGHENY TECHNOLOGIES                               Metals & Mining                  1,597.33            0.02%
PULTE CORP                                         Household Durables                 1,590.31            0.02%
SNAP-ON                                              Auto Components                  1,519.13            0.02%
BRUNSWICK CORP                                Leisure Equipment & Products            1,510.40            0.02%
CLAYTON HOMES                                      Household Durables                 1,388.41            0.01%
CALLAWAY GOLF CO                              Leisure Equipment & Products            1,359.47            0.01%
CUMMINS ENGINE CO                                       Machinery                     1,345.41            0.01%
HOMESTAKE MINING CO                                  Metals & Mining                  1,299.04            0.01%
CNF TRANSPORTATION                               Air Freight & Couriers               1,261.68            0.01%
USX-US STEEL GROUP                                   Metals & Mining                  1,259.67            0.01%
PORTAL SOFTWARE                                         Software                      1,085.04            0.01%
USG CORP                                            Building Products                  857.54             0.01%
RITE AID CORP                                     Food & Drug Retailing                830.02             0.01%
BRIGGS & STRATTON CORP                                  Machinery                      801.62             0.01%
WORTHINGTON INDUSTRIES                               Metals & Mining                   791.96             0.01%
LOUISIANA-PACIFIC CORP                           Paper & Forest Products               735.77             0.01%
CROWN CORK & SEAL CO                             Containers & Packaging                510.34             0.01%
SERVICE CORP INT'L                          Health Care Providers & Services           510.19             0.01%
PACIFICARE HEALTH SYS                       Health Care Providers & Services           440.66             0.00%
OWENS-ILLINOIS                                   Containers & Packaging                419.84             0.00%
BETHLEHEM STEEL CORP                                 Metals & Mining                   296.65             0.00%
DISNEY (WALT) INT.(GO.CO                      Internet Software & Services             209.24             0.00%
ARMSTRONG HOLDINGS                                  Building Products                   38.31             0.00%
</TABLE>

                                      A-53
<PAGE>

                                                                      APPENDIX B

The Company intends to effect deliveries of Portfolio Securities on a basis of
"T" plus three New York business days (i.e., days on which the New York Stock
Exchange is open) in the relevant foreign market of each Index Fund, except as
discussed below. The ability of the Company to effect in-kind redemptions within
three New York business days of receipt of a redemption request is subject,
among other things, to the condition that, within the time period from the date
of the request to the date of delivery of the securities, there are no days that
are local market holidays but "good" New York business days. For every
occurrence of one or more intervening holidays in the local market that are not
holidays observed in New York, the redemption settlement cycle will be extended
by the number of such intervening local holidays. In addition to holidays, other
unforeseeable closings in a foreign market due to emergencies may also prevent
the Company from delivering securities within three New York business days.

The securities delivery cycles currently practicable for transferring Portfolio
Securities to redeeming investors, coupled with local market holiday schedules,
will require a delivery process longer than seven calendar days for some Index
Fund, in certain circumstances, during the calendar year 2001. The holidays
applicable to each Index Fund during such periods are listed below, as are
instances where more than seven days will be needed to deliver redemption
proceeds. Although certain holidays may occur on different dates in subsequent
years, the number of days required to deliver redemption proceeds in any given
year is not expected to exceed the maximum number of days listed below for each
Index Fund. The proclamation of new holidays, the treatment by market
participants of certain days as "informal holidays" (e.g., days on which no or
limited securities transactions occur, as a result of substantially shortened
trading hours), the elimination of existing holidays, or changes in local
securities delivery practices, could affect the information set forth herein at
some time in the future.


iShares MSCI Australia Index Fund

Regular Holidays. The regular Australian holidays affecting the relevant
securities markets (and their respective dates in the calendar year 2001) are as
follows:

New Year's Day               January 1, 2001
Australia Day               January 26, 2001
Labour Day                    March 12, 2001
Good Friday                   April 13, 2001
Easter Monday                 April 16, 2001
Anzac Day                     April 25, 2001
Queen's Birthday               June 11, 2001
Bank Holiday                  August 6, 2001
Labour Day                   October 1, 2001
Melbourne Cup Day           November 6, 2001
Christmas Day              December 25, 2001
Boxing Day                 December 26, 2001

Redemption. The Company is not aware of a redemption request over any Australian
holiday that would result in a settlement period that will exceed 7 calendar
days during the calendar year 2001.

                                      B-1
<PAGE>

iShares MSCI Austria Index Fund

Regular Holidays. The regular Austrian holidays affecting the relevant
securities markets (and their respective dates in the calendar year 2001) are as
follows:

New Year's Day                    January 1, 2001
Good Friday                        April 13, 2001
Easter Monday                      April 16, 2001
Labour Day                            May 1, 2001
Ascension Day                        May 24, 2001
Whit Monday                          June 4, 2001
Corpus Christi                      June 14, 2001
Assumption Day                    August 15, 2001
National Holiday                 October 26, 2001
All Saints Day                   November 1, 2001
Christmas Eve                   December 24, 2001
Christmas Day                   December 25, 2001
St. Stephen's Day               December 26, 2001
Last Weekday of the Year        December 31, 2001

Redemption. A redemption request over the following Austrian holidays would
result in a settlement period that will exceed 7 calendar days (examples are
based on the days particular holidays fall during the calendar year 2001):

<TABLE>
<CAPTION>
                                       Redemption          Redemption
Date               Holiday          Request Date (R)    Settlement Date     Settlement Period
----               -------          ----------------    ---------------     -----------------
<S>           <C>                       <C>                 <C>                   <C>
12/24/01        Christmas Eve           12/19/01            12/27/01              R +8
12/25/01        Christmas Day           12/20/01            12/28/01              R +8
12/26/01      St. Stephen's Day         12/21/01             1/2/02               R +12
</TABLE>

In the calendar year 2001, R+12 calendar days would be the maximum number of
calendar days necessary to satisfy a redemption request made on the iShares MSCI
Austria Index Fund.

iShares MSCI Belgium Index Fund

Regular Holidays. The regular Belgian holidays affecting the relevant securities
markets (and their respective dates in the calendar year 2001) are as follows:

New Year's Day                    January 1, 2001
Good Friday                        April 13, 2001
Easter Monday                      April 16, 2001
Labour Day                            May 1, 2001
Ascension Day                        May 24, 2001
Whit Monday                          June 4, 2001
Assumption Day                    August 15, 2001
All Saints Day                   November 1, 2001
Christmas Day                   December 25, 2001
Boxing Day                      December 26, 2001
Last Weekday of the Year        December 31, 2001

Redemption. The Company is not aware of a redemption request over any Belgian
holiday that would result in a settlement period that will exceed 7 calendar
days during the calendar year 2001.

                                      B-2
<PAGE>

iShares MSCI Brazil (Free) Index Fund

Regular Holidays. The regular Brazilian holidays affecting the relevant
securities markets (and their respective dates in the calendar year 2001) are as
follows:

New Year's Day                              January 1, 2001
Rio de Janerio City Anniversary            January 20, 2001
Foundation Day for Sao Paulo               January 25, 2001
Carnival Monday                           February 26, 2001
Carnival Tuesday                          February 27, 2001
Carnival                                  February 28, 2001
Good Friday                                  April 13, 2001
Labour Day                                      May 1, 2001
Corpus Christi                                June 14, 2001
State Holiday                                  July 9, 2001
Independence Day                          September 7, 2001
Day of Our Lady Aparecida                  October 12, 2001
All Souls Day                              November 2, 2001
Proclamation of the Republic              November 15, 2001
Christmas Eve                             December 24, 2001
Christmas Day                             December 25, 2001
Last Weekday of the Year                  December 31, 2001

Redemption. A redemption request over the following Brazilian holidays that
result in a settlement period that will exceed 7 calendar days (examples are
based on the days particular holidays fall in the calendar year 2001):

<TABLE>
<CAPTION>
                                    Redemption          Redemption
Date              Holiday        Request Date (R)    Settlement Date     Settlement Period
----              -------        ----------------    ---------------     -----------------
<S>              <C>                 <C>                  <C>                 <C>
2/26/01          Carnival            2/21/01              3/1/01               R +8
2/27/01          Carnival            2/22/01              3/2/01               R +8
2/28/01          Carnival            2/23/01              3/3/01               R +10
</TABLE>

In the calendar year 2001, R+10 calendar days would be the maximum number of
calendar days necessary to satisfy a redemption request made on the iShares MSCI
Brazil (Free) Index Fund.

iShares MSCI Canada Index Fund

Regular Holidays. The regular Canadian holidays affecting the relevant
securities markets (and their respective dates in the calendar year 2001) are as
follows:

New Year's Day                        January 1, 2001
Good Friday                            April 13, 2001
Victoria Day                             May 21, 2001
Canada Day Observed                      July 2, 2001
Civic Holiday                          August 6, 2001
Labour Day                          September 3, 2001
Thanksgiving Day                      October 8, 2001
Remembrance Day Observed            November 12, 2001
Christmas Day                       December 25, 2001
Boxing Day                          December 26, 2001

Redemption. The Company is not aware of a redemption request over any Canadian
holiday that would result in a settlement period that will exceed 7 calendar
days during the calendar year 2001.

                                      B-3
<PAGE>

iShares MSCI EMU Index Fund

Regular Holidays. The dates in the calendar year 2001 on which the regular
Austrian, Belgian, Finnish, French, German, Irish, Italian, Dutch, Portuguese
and Spanish holidays affecting the relevant securities markets fall are as
follows:

<TABLE>
<S>                                        <C>                              <C>
Austria
        January 1, 2001                    June 4, 2001                     December 24, 2001
        April 13, 2001                     June 14, 2001                    December 25, 2001
        April 16, 2001                     August 15, 2001                  December 26, 2001
        May 1, 2001                        October 26, 2001                 December 31, 2001
        May 24, 2001                       November 1, 2001

Belgium
        January 1, 2001                    May 24, 2001                     December 25, 2001
        April 13, 2001                     June 4, 2001                     December 26, 2001
        April 16, 2001                     August 15, 2001                  December 31, 2001
        May 1, 2001                        November 1, 2001

Finland
        January 1, 2001                    May 24, 2001                     December 24, 2001
        April 13, 2001                     June 22, 2001                    December 25, 2001
        April 16, 2001                     December 6, 2001                 December 26, 2001
        May 1, 2001

France
        January 1, 2001                     May 1, 2001                      December 25, 2001
        April 13, 2001                      June 4, 2001                     December 26, 2001
        April 16, 2001                      November 1, 2001

Germany
        January 1, 2001                    May 1, 2001                      December 26, 2001
        April 13, 2001                     December 24, 2001                December 31, 2001
        April 16, 2001                     December 25, 2001

Ireland
        January 1, 2001                    May 7, 2001                      December 25, 2001
        March 19, 2001                     June 4, 2001                     December 26, 2001
        April 13, 2001                     August 6, 2001                   December 27, 2001
        April 16, 2001                     October 29, 2001

Italy
        January 1, 2001                    May 1, 2001                      December 25, 2001
        April 13, 2001                     August 15, 2001                  December 26, 2001
        April 16, 2001                     December 24, 2001

Netherlands
        January 1, 2001                    April 30, 2001                   December 26, 2001
        April 13, 2001                     May 24, 2001
        April 16, 2001                     December 25, 2001

Portugal
        January 1, 2001                    May 1, 2001                      November 1, 2001
        February 27, 2001                  June 13, 2001                    December 24, 2001
        April 13, 2001                     June 14, 2001                    December 25, 2001
        April 16, 2001                     August 15, 2001                  December 26, 2001
        April 25, 2001                     October 5, 2001
</TABLE>

                                      B-4
<PAGE>

<TABLE>
Spain
<S>                                        <C>                              <C>
        January 1, 2001                    May 15, 2001                     October 12, 2001
        January 22, 2001                   June 4, 2001                     November 1, 2001
        March 19, 2001                     July 25, 2001                    November 9, 2001
        April 12, 2001                     July 31, 2001                    December 6, 2001
        April 13, 2001                     August 15, 2001                  December 24, 2001
        April 16, 2001                     August 24, 2001                  December 25, 2001
        May 1, 2001                        September 11, 2001               December 26, 2001
        May 2, 2001                        September 24, 2001
</TABLE>

Redemption. A redemption request over the following holidays would result in a
settlement period that will exceed 7 calendar days (examples are based on the
days particular holidays fall during the calendar year 2001). The longest
redemption cycle for the iShares MSCI EMU Index Fund is a function of the
longest redemption cycles among the countries whose stocks comprise this Index
Fund. In the calendar year 2001, the dates of the regular holidays affecting the
German securities markets present the worst-case redemption cycle for the
iShares MSCI EMU Index Fund as follows:

<TABLE>
<CAPTION>
                                       Redemption          Redemption
Date               Holiday          Request Date (R)    Settlement Date     Settlement Period
----               -------          ----------------    ---------------     -----------------
<S>           <C>                       <C>                 <C>                   <C>
12/24/01        Christmas Eve           12/19/01            12/27/01              R +8
12/25/01        Christmas Day           12/20/01            12/28/01              R +8
12/26/01      St. Stephen's Day         12/21/01            1/02/02               R +12
</TABLE>

In the calendar year 2001, R+12 calendar days would be the maximum number of
calendar days necessary to satisfy a redemption request made on the iShares MSCI
EMU Index Fund.

iShares MSCI France Index Fund

Regular Holidays. The regular French holidays affecting the relevant securities
markets (and their respective dates in the calendar year 2001) are as follows:

New Year's Day           January 1, 2001
Good Friday               April 13, 2001
Easter Monday             April 16, 2001
Labour Day                   May 1, 2001
Whit Monday                 June 4, 2001
All Saints Day          November 1, 2001
Christmas Day          December 25, 2001
Boxing Day             December 26, 2001

Redemption. The Company is not aware of a redemption request over any French
holiday that would result in a settlement period that will exceed 7 calendar
days during the calendar year 2001.

iShares MSCI Germany Index Fund

Regular Holidays. The regular German holidays affecting the relevant securities
markets (and their respective dates in the calendar year 2001) are as follows:

New Year's Day            January 1, 2001
Good Friday                April 13, 2001
Easter Monday              April 16, 2001
Labour Day                    May 1, 2001
Christmas Eve           December 24, 2001
Christmas Day           December 25, 2001
St. Stephen's Day       December 26, 2001
New Year's Eve          December 31, 2001

                                      B-5
<PAGE>

Redemption. A redemption request over the following German holidays would result
in a settlement period that will exceed 7 calendar days (examples are based on
the days particular holiday fall in the calendar year 2001):

<TABLE>
<CAPTION>
                                       Redemption          Redemption
Date               Holiday          Request Date (R)    Settlement Date     Settlement Period
----               -------          ----------------    ---------------     -----------------
<S>           <C>                       <C>                 <C>                  <C>
12/24/01        Christmas Eve           12/19/01            12/27/01              R +8
12/25/01        Christmas Day           12/20/01            12/28/01              R +8
12/26/01      St. Stephen's Day         12/21/01             1/2/02              R + 12
</TABLE>

In the calendar year 2001, R+12 calendar days would be the maximum number of
calendar days necessary to satisfy a redemption request made on the iShares MSCI
Germany Index Fund.

iShares MSCI Greece Index Fund

Regular Holidays. The regular Greek holidays affecting the relevant securities
markets (and their respective dates in the calendar year 2001) are as follows:

New Year's Day                   January 1, 2001
Monday in Lent                 February 26, 2001
Orthodox Good Friday              April 13, 2001
Orthodox Easter Monday            April 16, 2001
Labour Day                           May 1, 2001
Whit Monday                         June 4, 2001
Assumption Day                   August 15, 2001
Christmas Day                  December 25, 2001
Christmas Holiday              December 26, 2001

Redemption. The Company is not aware of a redemption request over any Greek
holiday that would result in a settlement period that will exceed 7 calendar
days during the calendar year 2001.

iShares MSCI Hong Kong Index Fund

Regular Holidays. The regular Hong Kong holidays affecting the relevant
securities markets (and their respective dates in the calendar year 2001) are as
follows:

First Weekday in January                     January 1, 2001
Lunar New Year's Eve                        January 23, 2001
Lunar New Year's Day                        January 24, 2001
Second Day of Lunar New Year                January 25, 2001
Third Day of Lunar New Year                 January 26, 2001
Ching Ming Festival                            April 5, 2001
Good Friday                                   April 13, 2001
Easter Monday                                 April 16, 2001
Buddha's Birthday                             April 30, 2001
Labour Day                                       May 1, 2001
Tuen Ng Festival                               June 25, 2001
SAR Establishment Day Observed                  July 2, 2001
Chinese National Day                         October 1, 2001
Day following Mid-Autumn Festival            October 2, 2001
Chung Yeung Festival                        October 25, 2001
Christmas Eve                              December 24, 2001
Christmas Day                              December 25, 2001
Christmas Holiday                          December 26, 2001
New Year's Eve                             December 31, 2001

                                      B-6
<PAGE>

Redemption. A redemption request over the following Hong Kong holidays would
result in a settlement period that will exceed 7 calendar days (examples are
based on the days particular holidays fall in the calendar year 2001):

<TABLE>
<CAPTION>
                                                    Redemption          Redemption
Date                      Holiday                Request Date (R)     Settlement Date     Settlement Period
----                      -------                ----------------     ---------------     -----------------
<S>             <C>                                  <C>                 <C>                    <C>
1/23/01             Lunar New Year's Eve              1/18/01             1/29/01               R +11
1/24/01             Lunar New Year's Day              1/19/01             1/30/01               R +11
1/25/01         Second Day of Lunar New Year          1/22/01             1/31/01               R +8
12/24/01               Christmas Eve                 12/19/01            12/27/01               R +8
12/25/01               Christmas Day                 12/20/01            12/28/01               R +8
12/26/01             Christmas Holiday               12/21/01             1/2/02                R +12
</TABLE>

In the calendar year 2001, R+12 calendar days would be the maximum number of
calendar days necessary to satisfy a redemption request made on the iShares MSCI
Hong Kong Index Fund.


iShares MSCI Indonesia (Free) Index Fund

Regular Holidays. The regular Indonesian holidays affecting the relevant
securities markets (and their respective dates in the calendar year 2001) are as
follows:

New Year's Day                         January 1, 2001
Idul Adha                                March 6, 2001
First Day of Muharram                   March 26, 2001
Good Friday                             April 13, 2001
Waisak Day                                 May 7, 2001
Ascension Day                             May 24, 2001
Prophet Muhammad's Birthday               June 4, 2001
Independence Day                       August 17, 2001
Ascension of Muhammad                 October 15, 2001
Bridging Day                         December 14, 2001
Idul Fitri                           December 17, 2001
Exchange Holiday                     December 24, 2001
Christmas Day                        December 25, 2001
Exchange Holiday                     December 31, 2001

Redemption. The Company is not aware of a redemption request over any Indonesian
holiday that would result in a settlement period that will exceed 7 calendar
days during the calendar year 2001.

iShares MSCI Italy Index Fund

Regular Holidays. The regular Italian holidays affecting the relevant securities
markets (and their respective dates in the calendar year 2001) are as follows:

New Year's Day            January 1, 2001
Good Friday                April 13, 2001
Easter Monday              April 16, 2001
Labour Day                    May 1, 2001
Assumption Day            August 15, 2001
Christmas Eve           December 24, 2001
Christmas Day           December 25, 2001
St. Stephen's Day       December 26, 2001

                                      B-7
<PAGE>

Redemption. A redemption request over the following Italian holidays would
result in a settlement period that will exceed 7 calendar days (examples are
based on the days particular holidays fall in the calendar year 2001):

<TABLE>
<CAPTION>
                                       Redemption          Redemption
Date               Holiday          Request Date (R)    Settlement Date     Settlement Period
----               -------          ----------------    ---------------     -----------------
<S>           <C>                       <C>                 <C>                   <C>
12/24/01        Christmas Eve           12/19/01            12/27/01              R +8
12/25/01        Christmas Day           12/20/01            12/28/01              R +8
12/26/01      St. Stephen's Day         12/21/01            12/31/01              R +10
</TABLE>

In the calendar year 2001, R+10 calendar days would be the maximum number of
calendar days necessary to satisfy a redemption request made on the iShares MSCI
Italy Index Fund.

iShares MSCI Japan Index Fund

Regular Holidays. The regular Japanese holidays affecting the relevant
securities markets (and their respective dates in the calendar year 2001) are as
follows:

New Year's Day                              January 1, 2001
Bank Holiday                                January 2, 2001
Bank Holiday                                January 3, 2001
Adults Day                                  January 8, 2001
National Foundation Day Observed          February 12, 2001
Vernal Equinox Day                           March 20, 2001
Greenery Day Observed                        April 30, 2001
Constitution Memorial Day                       May 3, 2001
National Holiday                                May 4, 2001
Children's Day                                  May 5, 2001
Ocean Day                                     July 20, 2001
Respect for the Aged Day                 September 15, 2001
Autumnal Equinox Day Observed            September 24, 2001
Sports Day                                  October 8, 2001
National Culture Day                       November 3, 2001
Labour Thanksgiving Day                   November 23, 2001
Emperor's Birthday Observed               December 24, 2001
Exchange Holiday                          December 31, 2001

Redemption. A redemption request over the following Japanese holidays would
result in a settlement period that will exceed 7 calendar days (examples are
based on the days particular holidays fall in the calendar year 2001):

<TABLE>
<CAPTION>
                                                  Redemption          Redemption
Date                     Holiday               Request Date (R)     Settlement Date     Settlement Period
----                     -------               ----------------     ---------------     -----------------
<S>            <C>                                 <C>                 <C>                    <C>
1/1/01                New Year's Day               12/27/00             1/04/01               R +8
1/2/01                 Bank Holiday                12/28/00             1/05/01               R +8
1/3/01                 Bank Holiday                12/29/00             1/08/01               R +10
4/30/01                Greenery Day                 4/27/01             5/7/01                R +10
12/24/01       Emperor's Birthday Observed         12/19/01            12/27/01               R +8
</TABLE>

In the calendar year 2001, R+10 calendar days would be the maximum number of
calendar days necessary to satisfy a redemption request made on the iShares MSCI
Japan Index Fund.

                                      B-8
<PAGE>

iShares MSCI Malaysia (Free) Index Fund

Regular Holidays. The regular Malaysian holidays affecting the relevant
securities markets (and their respective dates in the calendar year 2001) are as
follows:

New Year's Day                                           January 1, 2001
Chinese New Year                                        January 24, 2001
Second Day of Chinese New Year                          January 25, 2001
Federal Territory Day                                   February 1, 2001
Hari Raya Qurban                                           March 6, 2001
First Day of Muharram                                     March 26, 2001
Labour Day                                                   May 1, 2001
Wesak Day                                                    May 7, 2001
Birthday of His Majesty Yang Di Pertuan Agong               June 2, 2001
Prophet Muhammad's Birthday                                 June 4, 2001
National Day                                             August 31, 2001
Deepavali                                              November 14, 2001
Hari Raya Puasa                                        December 17, 2001
Christmas Day                                          December 25, 2001

Redemptions. In light of the Malaysian capital restrictions imposed in September
1998, the Company is concerned about its ability to honor redemptions of
Creation Units of iShares of the iShares MSCI Malaysia (Free) Index Fund. To the
extent the Company is presented with requests for the redemption of Creation
Units of iShares of the iShares MSCI Malaysia (Free) Index Fund, the Company
will seek to honor such requests consistent with the Malaysian capital
restrictions. Based on the information available to date, the Company believes
that (i) it cannot currently make in-kind redemptions of iShares of the iShares
MSCI Malaysia (Free) Index Fund and (ii) it may only be able to honor redemption
requests through the delivery of Malaysian ringgits in Malaysia, subject to
receipt of Malaysian Central Bank approval on a case by case basis. In the
current circumstances, the Company suggests that requests for the redemption of
Creation Units of Malaysia Series iShares should not be made and urges investors
contemplating such redemptions to consult with Malaysian counsel. See "Special
Factors Regarding the iShares MSCI Malaysia (Free) Index Fund" in the Statement
of Additional Information.

Assuming the Company were able to make in-kind redemptions of iShares of the
iShares MSCI Malaysia (Free) Index Fund in the manner it had done so prior to
September 1999, the Company is not aware of a redemption request over any
Malaysian holidays that would result in a settlement period that will exceed 7
calendar days during the calendar year 2001).

iShares MSCI Mexico (Free) Index Fund

Regular Holidays. The regular Mexican holidays affecting the relevant securities
markets (and their respective dates in the calendar year 2001) are as follows:

New Year's Day                       January 1, 2001
Constitution Day                    February 5, 2001
Juarez's Birthday                     March 21, 2001
Holy Thursday                         April 12, 2001
Good Friday                           April 13, 2001
Labour Day                               May 1, 2001
Independence Day                  September 16, 2001
All Souls Day                       November 2, 2001
Revolution Day                     November 20, 2001
Our Lady of Guadalupe Day          December 12, 2001
Christmas Day                      December 25, 2001
New Year's Eve                     December 31, 2001

Redemption. The Company is not aware of a redemption request over any Mexican
holiday that would result in a settlement period that will exceed 7 calendar
days during the calendar year 2001.

                                      B-9
<PAGE>

iShares MSCI Netherlands Index Fund

Regular Holidays. The regular Netherlands holidays affecting the relevant
securities markets (and their respective dates in the calendar year 2001) are as
follows:

New Year's Day           January 1, 2001
Good Friday               April 13, 2001
Easter Monday             April 16, 2001
Queen's Birthday          April 30, 2001
Ascension Day               May 24, 2001
Whit Monday                 June 4, 2001
Christmas Day          December 25, 2001
Boxing Day             December 26, 2001

Redemption. The Company is not aware of a redemption request over any Dutch
holiday that would result in a settlement period that will exceed 7 calendar
days during the calendar year 2001.

iShares MSCI Portugal Index Fund

Regular Holidays. The regular Portuguese holidays affecting the relevant
securities markets (and their respective dates in the calendar year 2001) are as
follows:

New Year's Day             January 1, 2001
Carnival Tuesday         February 27, 2001
Good Friday                 April 13, 2001
Easter Monday               April 16, 2001
Liberty Day                 April 25, 2001
Labour Day                     May 1, 2001
Lisbon Day                   June 13, 2001
Corpus Christi               June 14, 2001
Assumption Day             August 15, 2001
Republic Day               October 5, 2001
All Saints Day            November 1, 2001
Christmas Eve            December 24, 2001
Christmas Day            December 25, 2001
Exchange Holiday         December 26, 2001

Redemption. A redemption request over the following Portuguese holidays would
result in a settlement period that will exceed 7 calendar days (examples are
based on the days particular holidays fall in the calendar year 2001):

<TABLE>
<CAPTION>
                                       Redemption          Redemption
Date                Holiday         Request Date (R)     Settlement Date     Settlement Period
----                -------         ----------------     ---------------     -----------------
<S>            <C>                      <C>                 <C>                    <C>
12/24/01        Christmas Eve           12/19/01            12/27/01               R +8
12/25/01        Christmas Day           12/20/01            12/28/01               R +8
12/26/01       Exchange Holiday         12/21/01            12/31/01               R +10
</TABLE>

In the calendar year 2001, R+10 calendar days would be the maximum number of
calendar days necessary to satisfy a redemption request made on the iShares MSCI
Portugual Index Fund.

                                      B-10
<PAGE>

iShares MSCI Singapore (Free) Index Fund

Regular Holidays. The regular Singaporean holidays affecting the relevant
securities markets (and their respective dates in the calendar year 2001) are as
follows:

New Year's Day                            January 1, 2001
Chinese New Year                         January 24, 2001
Second Day of Chinese New Year           January 25, 2001
Hari Raya Haji                              March 6, 2001
Good Friday                                April 13, 2001
Labour Day                                    May 1, 2001
Vesak Day                                     May 7, 2001
National Day                               August 9, 2001
Deepavali                               November 14, 2001
Hari Raya Puasa Observed                December 17, 2001
Christmas Day                           December 25, 2001

Redemption. The Company is not aware of a redemption request over any
Singaporean holiday that would result in a settlement period that will exceed 7
calendar days during the calendar year 2001.

iShares MSCI South Africa Index Fund

Regular Holidays. The regular South African holidays affecting the relevant
securities markets (and their respective dates in the calendar year 2001) are as
follows:

New Year's Day                          January 1, 2001
Human Rights Day                         March 21, 2001
Good Friday                              April 13, 2001
Family Day                               April 16, 2001
Freedom Day                              April 27, 2001
Worker's Day                                May 1, 2001
National Women's Day                     August 9, 2001
Heritage Day                         September 24, 2001
Day of Reconciliation Observed        December 17, 2001
Christmas Day                         December 25, 2001
Day of Goodwill                       December 26, 2001

Redemption. The Company is not aware of a redemption request over the any South
African holiday that would result in a settlement period that will exceed 7
calendar days during the calendar year 2001.

iShares MSCI South Korea Index Fund

Regular Holidays. The regular South Korean holidays affecting the relevant
securities markets (and their respective dates in the calendar year 2001) are as
follows:

New Year's Day                          January 1, 2001
Lunar New Year's Eve                   January 23, 2001
Lunar New Year's Day                   January 24, 2001
Second Day of Lunar New Year           January 25, 2001
Independence Movement Day                 March 1, 2001
Arbor Day                                 April 5, 2001
Buddha's Birthday                        April 30, 2001
Labour Day                                  May 1, 2001
Memorial Day                               June 6, 2001
Constitution Day                          July 17, 2001
Liberation Day                          August 15, 2001
Chusok                                  October 1, 2001
Chusok                                  October 2, 2001

                                      B-11
<PAGE>

National Foundation Day                 October 3, 2001
Christmas Day                         December 25, 2001
Floor Service Day                     December 27, 2001
Floor Service Day                     December 28, 2001
Floor Service Day                     December 31, 2001

Redemption. A redemption request over the following South Korean holidays would
result in a settlement period that will exceed 7 calendar days (examples are
based on the days particular holidays fall in the calendar year 2001):

<TABLE>
<CAPTION>
                                              Redemption         Redemption
Date                   Holiday             Request Date (R)    Settlement Date     Settlement Period
----                   -------             ----------------    ---------------     -----------------
<S>            <C>                             <C>                 <C>                   <C>
1/23/01         Lunar New Year's Eve           1/18/01             1/26/01               R +8
1/24/01            Lunar New Year              1/19/01             1/29/01               R +10
1/25/01         Lunar New Year's Day           1/22/01             1/30/01               R +8
10/1/01                Chusok                  9/26/01             10/4/01               R +8
10/2/01                Chusok                  9/27/01             10/5/01               R +8
10/3/01        National Foundation Day         9/28/01             10/8/01               R +10
12/25/01            Christmas Day              12/21/01             1/2/02               R +12
12/27/01          Floor Service Day            12/24/01             1/3/02               R +10
12/28/01          Floor Service Day            12/26/01             1/4/02               R +9
</TABLE>

In the calendar year 2001, R+12 calendar days would be the maximum number of
calendar days necessary to satisfy a redemption request made on the iShares MSCI
South Korea Index Fund.

iShares MSCI Spain Index Fund

Regular Holidays. The regular Spanish holidays affecting the relevant securities
markets (and their respective dates in the calendar year 2001) are as follows:

New Year's Day                  January 1, 2001
St. Vincent's Day              January 22, 2001
St. Joseph's Day                 March 19, 2001
Holy Thursday                    April 12, 2001
Good Friday                      April 13, 2001
Easter Monday                    April 16, 2001
Labour Day                          May 1, 2001
Madrid Day                          May 2, 2001
San Isidro                         May 15, 2001
Whit Monday                        June 4, 2001
St. James' Day                    July 25, 2001
St. Ignatius' Day                 July 31, 2001
Assumption Day                  August 15, 2001
Bilbao Day                      August 24, 2001
Catalonia Day                September 11, 2001
Our Lady of Mercy            September 24, 2001
National Holiday               October 12, 2001
All Saints Day                 November 1, 2001
Our Lady of Almudena           November 9, 2001
Constitution Day               December 6, 2001
Christmas Eve                 December 24, 2001
Christmas Day                 December 25, 2001
Boxing Day                    December 26, 2001

Redemption. A redemption request over the following Spanish holidays would
result in a settlement period that will exceed 7 calendar days (examples are
based on days particular holidays fall in the calendar year 2001):

                                      B-12
<PAGE>

<TABLE>
<CAPTION>
                                    Redemption          Redemption
Date              Holiday        Request Date (R)    Settlement Date     Settlement Period
----              -------        ----------------    ---------------     -----------------
<S>            <C>                  <C>                 <C>                  <C>
4/12/01        Holy Thursday          4/9/01             4/17/01               R +8
4/13/01         Good Friday          4/10/01             4/18/01               R +8
4/16/01        Easter Monday         4/11/01             4/19/01               R +8
12/24/01       Christmas Eve        12/19/01            12/27/01              R +8
12/25/01       Christmas Day        12/20/01            12/28/01              R +10
12/26/01        Boxing Day          12/21/01            12/31/01              R +10
</TABLE>

In the calendar year 2001, R+10 calendar days would be the maximum number of
calendar days necessary to satisfy a redemption request made on the iShares MSCI
Spain Index Fund.

iShares MSCI Sweden Index Fund

Regular Holidays. The regular Swedish holidays affecting the relevant securities
markets (and their respective dates in the calendar year 2001) are as follows:

New Year's Day                        January 1, 2001
New Year                              January 2, 2001
Thursday Before Good Friday            April 12, 2001
Good Friday                            April 13, 2001
Easter Monday                          April 16, 2001
Labour Day                                May 1, 2001
Wed. Before Ascension                    May 23, 2001
Ascension Day                            May 24, 2001
Whit Monday                              June 4, 2001
Midsummer's Eve                         June 22, 2001
Christmas Eve                       December 24, 2001
Christmas Day                       December 25, 2001
Boxing Day                          December 26, 2001
New Year's Eve                      December 31, 2001

Redemption. A redemption request over the following Swedish holidays would
result in a settlement period that will exceed 7 calendar days (examples are
based on the days particular holidays fall in the calendar year 2001):

<TABLE>
<CAPTION>
                                                  Redemption          Redemption
Date                     Holiday               Request Date (R)     Settlement Date    Settlement Period
----                     -------               ----------------     ---------------    -----------------
<S>            <C>                                <C>                 <C>                    <C>
4/12/01        Thursday before Good Friday         4/9/01               4/17/01               R +8
4/13/01                Good Friday                 4/10/01              4/18/01               R +8
4/16/01               Easter Monday                4/11/01              4/19/01               R +8
12/24/01              Christmas Eve               12/19/01             12/27/01               R +8
12/25/01              Christmas Day               12/20/01             12/28/01               R +8
12/26/01               Boxing Day                 12/21/01               1/2/02               R +12
</TABLE>

In the calendar year 2001, R+12 calendar days would be the maximum number of
calendar days necessary to satisfy a redemption request made on the iShares MSCI
Sweden Index Fund.

iShares MSCI Switzerland Index Fund

Regular Holidays. The regular Swiss holidays affecting the relevant securities
markets (and their respective dates in the calendar year 2001) are as follows:

New Year's Day            January 1, 2001
Berchtoldstag             January 2, 2001
Good Friday                April 13, 2001
Easter Monday              April 16, 2001
Labour Day                    May 1, 2001
Ascension Day                May 24, 2001

                                      B-13
<PAGE>

Whit Monday                  June 4, 2001
National Holiday           August 1, 2001
Christmas Eve           December 24, 2001
Christmas Day           December 25, 2001
St. Stephen's Day       December 26, 2001
New Year's Eve          December 31, 2001

Redemption. A redemption request over the following Swiss holidays would result
in a settlement period that will exceed 7 calendar days (examples are based on
the day particular holidays fall in the calendar year 2001):

<TABLE>
<CAPTION>
                                       Redemption          Redemption
Date               Holiday          Request Date (R)    Settlement Date     Settlement Period
----               -------          ----------------    ---------------     -----------------
<S>           <C>                       <C>                 <C>                 <C>
12/24/01        Christmas Eve           12/19/01            12/27/01              R +8
12/25/01        Christmas Day           12/20/01            12/28/01              R +8
12/26/01      St. Stephen's Day         12/21/01             1/2/02               R +12
</TABLE>

In the calendar year 2001, R+12 calendar days would be the maximum number of
calendar days necessary to satisfy a redemption request made on the iShares MSCI
Switzerland Fund.

iShares MSCI Taiwan Index Fund

Regular Holidays. The regular Taiwanese holidays affecting the relevant
securities markets (and their respective dates in the calendar year 2001) are as
follows:

New Year's Day                               January 1, 2001
Bank Holiday                                 January 2, 2001
Second Day Before Lunar New Year            January 22, 2001
Lunar New Year's Eve                        January 23, 2001
Lunar New Year's Day                        January 24, 2001
Second Day of Lunar New Year                January 25, 2001
Third Day of Lunar New Year                 January 26, 2001
Memorial Day                               February 28, 2001
Tomb Sweeping Day                              April 5, 2001
May Day                                          May 1, 2001
Dragon Boat Festival                           June 25, 2001
Moon Festival Day                            October 1, 2001
National Day                                October 10, 2001
Sun Yat-Sen's Birthday                     November 12, 2001
Constitution Day                           December 25, 2001

Redemption. A redemption request over the following Taiwanese holidays would
result in a settlement period that will exceed 7 calendar days (examples are
based on the days particular holidays fall in the calendar year 2001):

<TABLE>
<CAPTION>
                                                        Redemption          Redemption
Date                       Holiday                   Request Date (R)    Settlement Date     Settlement Period
----                       -------                   ----------------    ---------------     -----------------
<S>            <C>                                       <C>                 <C>                   <C>
1/22/01        Second Day Before Lunar New Year          1/17/01             1/29/01               R +12
1/23/01              Lunar New Year's Eve                1/18/01             1/30/01               R +12
1/24/01              Lunar New Year's Day                1/19/01             1/31/01               R +12
</TABLE>

In the calendar year 2001, R+12 calendar days would be the maximum number of
calendar days necessary to satisfy a redemption request made on the iShares MSCI
Taiwan Index Fund.

                                      B-14
<PAGE>

iShares MSCI Thailand (Free) Index Fund

Regular Holidays. The regular Thai holidays affecting the relevant securities
markets (and their respective dates in the calendar year 2001) are as follows:

New Year's Day                              January 1, 2001
New Year's Holiday                          January 2, 2001
Makha Bucha Day                            February 8, 2001
Chakri Day                                    April 6, 2001
Songkran Festival Day                        April 13, 2001
Songkran Festival Day                        April 16, 2001
Labour Day                                      May 1, 2001
Visakha Bucha Day                               May 7, 2001
Coronation Day Observed                         May 8, 2001
Buddhist Lent                                  July 6, 2001
Queen's Birthday Observed                   August 13, 2001
King Chulalongkorn Memorial Day            October 23, 2001
King's Birthday                            December 5, 2001
Constitution Day                          December 10, 2001
New Year's Eve                            December 31, 2001

Redemption. The Company is not aware of a redemption request over any Thai
holiday that would result in a settlement period that will exceed 7 calendar
days during the calendar year 2001.

iShares MSCI Turkey Index Fund

Regular Holidays. The regular Turk holidays affecting the relevant securities
markets (and their respective dates in the calendar year 2001) are as follows:

New Year's Day                                   January 1, 2001
Sacrifice Feast Day                                March 5, 2001
Second Day of Sacrifice Feast                      March 6, 2001
Third Day of Sacrifice Feast                       March 7, 2001
Fourth Day of Sacrifice Feast                      March 8, 2001
Exchange Holiday                                   March 9, 2001
National Sovereignty and Children's Day           April 23, 2001
Victory Day                                      August 30, 2001
Republic Day                                    October 29, 2001
Second Day of Ramadan Feast                    December 17, 2001
Third Day of Ramadan Feast                     December 18, 2001

Redemption. A redemption request over the following Turk holidays would result
in a settlement period that will exceed 7 calendar days (examples are based on
the days particular holidays fall in the calendar year 2001):

<TABLE>
<CAPTION>
                                                  Redemption          Redemption
Date                   Holiday               Request Date (R)     Settlement Date    Settlement Period
----                   -------               ----------------     ---------------    -----------------
<S>        <C>                                   <C>                  <C>                  <C>
3/5/01     Sacrifice Feast Day                   2/28/01              3/12/01               R+12
3/6/01     Second Day of Sacrifice Feast          3/1/01              3/13/01               R+12
3/7/01     Third Day of Sacrifice Feast           3/2/01              3/14/01               R+12
</TABLE>

In the calendar year 2001, R+12 calendar days would be the maximum number of
calendar days necessary to satisfy a redemption request made on the iShares MSCI
Turkey Index Fund.

                                      B-15
<PAGE>

iShares MSCI United Kingdom Index Fund

Regular Holidays. The regular United Kingdom holidays affecting the relevant
securities markets (and their respective dates in the calendar year 2001) are as
follows:

New Year's Day                January 1, 2001
Good Friday                    April 13, 2001
Easter Monday                  April 16, 2001
May Day                           May 7, 2001
Spring Bank Holiday              May 28, 2001
August Bank Holiday           August 27, 2001
Christmas Day               December 25, 2001
Boxing Day                  December 26, 2001

Redemption. The Company is not aware of a redemption request over any United
Kingdom holiday that would result in a settlement period that will exceed 7
calendar days during the calendar year 2001).

                                      B-16
<PAGE>

                                  iSHARES, INC.

                                     PART C
                                OTHER INFORMATION

ITEM 23.  EXHIBITS

Exhibit
Number           Description
------           -----------

(a.1)  Registrant's Amended and Restated Articles of Incorporation.(1)
(a.2)  Registrant's Articles of Amendment.(4)
(a.3)  Registrant's Articles Supplementary.(8)
(a.4)  Registrant's Articles of Amendment.(9)
(b.1)  Registrant's Amended By-Laws.(1)
(b.2)  Registrant's Amendment No. 1 to Amended By-Laws.(5)
(c.)   None.
(d.1)  Investment Management Agreement between Registrant and Barclays Global
       Fund Advisors.(9)
(e.1)  Distribution Agreement between Registrant and SEI Investments
       Distribution Co.(10)
(e.2)  Form of Authorized Participant Agreement.(11)
(e.3)  Authorized Participant Agreement for Merrill Lynch.(3)
(e.4)  Form of Sales and Investor Services Agreement.(10)
(f.)   None.
(g.1)  Custodian Agreement between Registrant and Morgan Stanley Trust
       Company.(3)
(g.2)  Amendment to Custodian Agreement.(5)
(g.3)  Lending Agreement between Registrant and Morgan Stanley Trust Company.(3)
(g.4)  Amended Appendix 2 to Custody Agreement.(8)
(g.5)  Form of Custody Agreement between Registrant and The Chase Manhattan
       Bank.(11)
(g.6)  Form of Securities Lending Agreement between Registrant and The Chase
       Manhattan Bank.(11)
(h.1)  Amended Administration and Accounting Services Agreement between
       Registrant and PFPC Inc.(6)
(h.2)  Transfer Agency Services Agreement between Registrant and PNC Bank,
       National Association.(3)
(h.3)  Amendment to Transfer Agency Services Agreement.(5)
(h.4)  Sub-License Agreement between Registrant and Barclays Global Investors
       with respect to the use of the MSCI Indices. (10)
(h.5)  Sub-Administration Agreement between Registrant and Morgan Stanley Trust
       Company.(6)
(h.6)  Assignment Letter among Morgan Stanley Trust Company, Morgan Stanley &
       Co. Incorporated and PFPC Inc.(7)
(h.7)  Amended Exhibit A to Sub-Administration Agreement.(8)
(i.1)  None.
(j.1)  Consent of Ernst & Young, LLP.
(k.)   None.
(l.1)  Subscription Agreement between the Registrant and Funds Distributor,
       Inc.(2)
(l.2)  Letter of Representations among the Registrant, Depository Trust Company
       and Morgan Stanley Trust Company. (1)
(l.3)  Letter of Representations between the Registrant and Depository Trust
       Company. (10)
(m.)   Form of 12b-1 Plan.  (1)
(n.)   None.
(o.)   Not applicable, as Registrant is an open-end fund.
(p.1)  Code of Ethics of the Registrant.(9)
(p.2)  Code of Ethics of Barclays Global Fund Advisors.(9)

----------------------------
(1)  Exhibit is incorporated herein by reference to Pre-Effective Amendment No.
     2, filed March 1, 1996, to the Company's initial registration statement on
     Form N-1A filed on September 29, 1995 (the "Registration Statement").

                                      C-1
<PAGE>

(2)  Exhibit is incorporated herein by reference to Pre-Effective Amendment No.
     3 to the Registration Statement, filed on March 6, 1999.
(3)  Exhibit is incorporated herein by reference to Post-Effective Amendment
     ("PEA") No. 1 to the Registration Statement, filed on October 30, 1996.
(4)  Exhibit is incorporated herein by reference to PEA No. 2 to the
     Registration Statement, filed on December 27, 1996.
(5)  Exhibit is incorporated herein by reference to PEA No. 8 to the
     Registration Statement, filed on August 27, 1997.
(6)  Exhibit is incorporated herein by reference to PEA No. 10 to the
     Registration Statement, filed on October 29, 1997.
(7)  Exhibit is incorporated herein by reference to PEA No. 12 to the
     Registration Statement, filed on November 25, 1998.
(8)  Exhibit is incorporated herein by reference to PEA No. 16 to the
     Registration Statement, filed on December 22, 1999.
(9)  Exhibit is incorporated herein by reference to PEA No. 17 to the
     Registration Statement, filed on November 3, 2000.
(10) Filed herewith.
(11) To be filed by amendment.

ITEM 24.  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

     None.

ITEM 25.  INDEMNIFICATION.

Incorporated herein by reference to Post-Effective Amendment No. 7 to the
Registration Statement, filed on January 15, 1997.

ITEM 26.  BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.

     The Fund is advised by Barclays Global Fund Advisors ("BGFA"), a wholly
owned subsidiary of Barclays Global Investors, N.A. ("BGI"), 45 Fremont Street,
San Francisco, CA 94105. BGFA's business is that of a registered investment
adviser to certain open-end, management investment companies and various other
institutional investors.

     The directors and officers of BGFA consist primarily of persons who during
the past two years have been active in the investment management business. Each
of the directors and executive officers of BGFA will also have substantial
responsibilities as directors and/or officers of BGI. To the knowledge of the
Registrant, except as set forth below, none of the directors or executive
officers of BGFA is or has been at any time during the past two fiscal years
engaged in any other business, profession, vocation or employment of a
substantial nature.

<TABLE>
<CAPTION>
Name and Position                    Principal Business(es) During the last Two Fiscal Years
-----------------------------------  --------------------------------------------------------------------
<S>                                  <C>
Patricia Dunn                        Director of BGFA and Chairman and Director of BGI
Director                             45 Fremont Street, San Francisco, CA    94105

Garrett F. Bouton                    Chairman of the Board of Directors of BGFA and Chief Operating
Chairman                             Officer and Director of BGI
                                     45 Fremont Street, San Francisco, CA    94105

Lawrence G. Tint                     Director of BGFA and Director of BGI
Director                             45 Fremont Street, San Francisco, CA    94105

Geoffrey Fletcher                    Chief Financial Officer of BGFA and BGI
Chief Financial Officer              45 Fremont Street San Francisco, CA     94105
</TABLE>

                                      C-2
<PAGE>

ITEM 27 PRINCIPAL UNDERWRITERS

(a)  The Fund's distributor, SEI Investments Distribution Co. (the
     "Distributor") acts as distributor for SEI Daily Income Trust, SEI Liquid
     Asset Trust, SEI Tax Exempt Trust, SEI Index Funds, SEI Institutional
     Managed Trust, SEI Institutional International Trust, The Advisors' Inner
     Circle Fund, The Pillar Funds, CUFUND, STI Classic Funds, First American
     Funds, Inc., First American Investment Funds, Inc., The Arbor Fund, The
     PBHG Funds, Inc., The Achievement Funds Trust, Bishop Street Funds, STI
     Classic Variable Trust, ARK Funds, Huntington Funds, SEI Asset Allocation
     Trust, TIP Funds, SEI Institutional Investments Trust, First American
     Strategy Funds, Inc., HighMark Funds, Armada Funds, PBHG Insurance Series
     Fund, Inc., Expedition Funds, Alpha Select Funds, Oak Associates Funds, The
     Nevis Funds, Inc., CNI Charter Funds, The Armada Advantage Funds, Amerindo
     Funds Inc., Huntington VA Funds, Friends Ivory Funds, iShares Inc., SEI
     Insurance Products Trust, iShares Trust, Pitcairn Funds, and First Omaha
     Funds, Inc. pursuant to distribution agreements dated July 15, 1982,
     November 29, 1982, December 3, 1982, July 10, 1985, January 22, 1987,
     August 30, 1988, November 14, 1991, February 28, 1992, May 1, 1992, May 29,
     1992, November 1, 1992, November 1, 1992, January 28, 1993, July 16, 1993,
     December 27, 1994, January 27, 1995, August 18, 1995, November 1, 1995,
     January 11, 1996, April 1, 1996, April 28, 1996, June 14, 1996, October 1,
     1996, February 15, 1997, March 8, 1997, April 1, 1997, June 9, 1997,
     January 1, 1998, February 27, 1998, June 29, 1998, April 1, 1999, May 1,
     1999, July 13, 1999, October 15, 1999, December 16, 1999, January 28, 2000,
     March 29, 2000, April 25, 2000, August 1, 2000 and October 1, 2000,
     respectively.

     The Distributor provides numerous financial services to investment
     managers, pension plan sponsors, and bank trust departments. These services
     include portfolio evaluation, performance measurement, and consulting
     services ("Funds Evaluation") and automated execution, clearing and
     settlement of securities transactions ("MarketLink").

(b)  Following is information with respect to each director, officer or partner
     of the Distributor. The business address of each director or officer is 1
     Freedom Valley Drive, Oaks, PA 19456.


<TABLE>
<CAPTION>
Name                                             Position and Office with the Distributor
--------------------------------------------  ----------------------------------------------
<S>                                           <C>
Alfred P. West, Jr.                           Director, Chairman of the Board of Directors
Richard B. Lieb                               Director, Executive Vice President
Carmen V. Romeo                               Director
Mark J. Held                                  President & Chief Operating Officer
Dennis J. McGonigle                           Executive Vice President
Robert M. Silvestri                           Chief Financial Officer & Treasurer
Todd Cipperman                                Senior Vice President & General Counsel
Leo J. Dolan, Jr.                             Senior Vice President
Carl A. Guarino                               Senior Vice President
Jack May                                      Senior Vice President
Hartland J. McKeown                           Senior Vice President
Kevin P. Robins                               Senior Vice President
Patrick K. Walsh                              Senior Vice President
Wayne M. Withrow                              Senior Vice President
Robert Aller                                  Vice President
John D. Anderson                              Vice President & Managing Director
Timothy D. Barto                              Vice President & Assistant Secretary
Robert Crudup                                 Vice President & Managing Director
Richard A. Deak                               Vice President & Assistant Secretary
Scott W. Dellorfano                           Vice President & Managing Director
Barbara Doyne                                 Vice President
Jeff Drennen                                  Vice President
Scott C. Fanatico                             Vice President & Managing Director
Vic Galef                                     Vice President & Managing Director
</TABLE>

                                      C-3
<PAGE>

<TABLE>
<S>                                           <C>
Steven A. Gardner                             Vice President & Managing Director
Lydia A. Gavalis                              Vice President & Assistant Secretary
Greg Gettinger                                Vice President & Assistant Secretary
Kathy Heilig                                  Vice President
Jeff Jacobs                                   Vice President
Samuel King                                   Vice President
John Kirk                                     Vice President & Managing Director
Kim Kirk                                      Vice President & Managing Director
John Krzeminski                               Vice President & Managing Director
Alan H. Lauder                                Vice President
Paul Lonergan                                 Vice President & Managing Director
Ellen Marquis                                 Vice President
Christine M. McCullough                       Vice President & Assistant Secretary
Carolyn McLaurin                              Vice President & Managing Director
Mark Nagle                                    Vice President
Joanne Nelson                                 Vice President
Cynthia M. Parrish                            Vice President & Secretary
Rob Redican                                   Vice President
Maria Rinehart                                Vice President
Steve Smith                                   Vice President
Daniel Spaventa                               Vice President
Kathryn L. Stanton                            Vice President
Lori L. White                                 Vice President & Assistant Secretary
William E. Zitelli, Jr.                       Vice President & Assistant Secretary
</TABLE>

(c)     Not applicable.

ITEM 28.  LOCATION OF ACCOUNTS AND RECORDS.

All accounts, books and other documents required to be maintained by Section
31(a) of the 1940 Act and the rules thereunder are maintained at the offices of
PFPC Inc., 400 Bellevue Parkway, Wilmington, DE 19809.

                                      C-4
<PAGE>

ITEM 29.  MANAGEMENT SERVICES.

Not applicable.

ITEM 30.  UNDERTAKINGS.

(a)  The Company hereby undertakes to call a meeting of the shareholders for the
     purpose of voting upon the question of removal of any Director when
     requested in writing to do so by the holders of at least 10% of the
     Company's outstanding shares of common stock and, in connection with such
     meeting to comply with the provisions of Section 16(c) of the 1940 Act
     relating to shareholder communications.

(b)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 (the "Act") may be permitted to directors, officers and controlling
     persons of the Company pursuant to the foregoing provisions, or otherwise,
     the Company has been advised that in the opinion of the SEC such
     indemnification is against public policy as expressed in the Act and is,
     therefore, unenforceable. In the event that a claim for indemnification
     against such liabilities (other than the payment by the Company of expenses
     incurred or paid by a director, officer or controlling person of the
     Company in the successful defense of any action, suit or proceeding) is
     asserted by such director, officer or controlling person in connection with
     the securities being registered, the Company will, unless in the opinion of
     its counsel the matter has been settled by controlling precedent, submit to
     a court of appropriate jurisdiction the question whether such
     indemnification by it is against public policy as expressed in the Act and
     will be governed by the final adjudication of such issue.

                                      C-5
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this Post-Effective Amendment to the
Registration Statement under Rule 485 (b) under the Securities Act and has duly
caused this Post-Effective Amendment No. 18 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Wilmington, and State of Delaware, on the 29th day of December 2000.

                                                  iSHARES, INC.
                                              By: /s/ Nathan Most*
                                              --------------------------------
                                              Nathan Most, President

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 18 to the Registration Statement has been signed below by the
following persons, in the capacities indicated, on the 29th day of December
2000.

Signature                                            Title
---------                                            -----


/s/ Nathan Most*                            President and Director
-----------------------------------
(Nathan Most)


/s/ John B. Carroll*                               Director
-----------------------------------
(John B. Carroll)


/s/ Timothy A. Hultquist*                          Director
-----------------------------------
(Timothy A. Hultquist)


/s/ Lloyd N. Morrisett*                            Director
-----------------------------------
(Lloyd N. Morrisett)


/s/ W. Allen Reed*                                 Director
-----------------------------------
(W. Allen Reed)

                                        Treasurer (principal financial
/s/ Stephen M. Wynne                        and accounting officer)
-----------------------------------
(Stephen M. Wynne)


/s/ Gary M. Gardner                            Attorney-In-Fact
-----------------------------------
(Gary M. Gardner)

                                      C-6
<PAGE>

                                  iSHARES, INC.

                                  EXHIBIT INDEX

Exhibit No.    Description
-----------    -----------

(e.1)          Distribution Agreement between Registrant and SEI Investments Co.
(e.4)          Form of Sales and Investors Services Agreement.
(h.4)          Sub-License Agreement between Registrant and Barclays Global
               Investors.
(j.1)          Consent of Ernst & Young, LLP.
(l.3)          Letter of Representations between the Registrant and Depository
               Trust Company.

                                      C-7


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